Rates. The Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Rate, the Eurocurrency Rate, any RFR, SOFR, XXXXX, XXXXX, any Benchmark, any component definition thereof or rates referenced in the definition thereof or any alternative, successor or replacement rate thereto (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 Eurocurrency Rate, any RFR, SOFR, XXXXX, TONAR, 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 other alternative, successor or replacement rate pursuant to the terms of this Agreement. The Agent and its Affiliates may engage in transactions that affect the calculation of the Base Rate, any Benchmark, the Eurocurrency Rate, any RFR, SOFR, XXXXX, XXXXX, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrowers. The Agent may select information sources or services in its reasonable discretion to ascertain the Base Rate, the Eurocurrency Rate, any RFR, SOFR, XXXXX, TONAR, or any Benchmark, any component definition thereof or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrowers, any 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 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.
Appears in 8 contracts
Samples: Credit Agreement (Caterpillar Inc), Credit Agreement (Caterpillar Financial Services Corp), Credit Agreement (Caterpillar Financial Services Corp)
Rates. The Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, XXXXX, Term SOFR or any other Benchmark, any component definition thereof or rates referenced referred to in the definition thereof thereof, or with respect to any alternative, successor or replacement rate thereto (including any then-current Benchmark or any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) ), as it may or may not be adjusted pursuant to Section 2.12(d)(iii), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, TONAR, 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 or any other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Agent and its Affiliates affiliates or other related entities may engage in transactions that affect the calculation of the Base Term SOFR Reference Rate, any Benchmark, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, XXXXXTerm SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the Borrowersa Borrower. The Agent may select information sources or services in its reasonable discretion to ascertain the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, TONAR, or any other Benchmark, any component definition thereof or rates referenced referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrowersany Borrower, any Bank 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.
Appears in 8 contracts
Samples: Credit Agreement (Salem Media Group, Inc. /De/), Credit Agreement (GoPro, Inc.), Credit Agreement (Insteel Industries Inc)
Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, XXXXX, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or with respect to any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) ), as it may or may not be adjusted pursuant to Section 2.14(c), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, TONAR, 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 other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of the Base Term SOFR Reference Rate, any Benchmark, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, XXXXXTerm SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the BorrowersBorrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, TONAR, or any other Benchmark, any component definition thereof or rates referenced referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowersBorrower, any Bank 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.
Appears in 8 contracts
Samples: Credit Agreement (Cerence Inc.), Credit Agreement (Genesis Energy Lp), Credit Agreement (Cerence Inc.)
Rates. The Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Term SOFR Reference Rate, the Eurocurrency Rate, Term SOFR or any RFR, SOFR, XXXXX, XXXXX, any other Benchmark, any component definition thereof or rates referenced referred to in the definition thereof thereof, or with respect to any alternative, successor or replacement rate thereto (including any then-current Benchmark or any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) ), as it may or may not be adjusted pursuant to Section 2.12(d)(iii), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, SOFR, XXXXX, TONAR, 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 or any other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Agent and its Affiliates affiliates or other related entities may engage in transactions that affect the calculation of the Base Term SOFR Reference Rate, any Benchmark, the Eurocurrency Rate, any RFR, Term SOFR, XXXXX, XXXXX, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the Borrowersa Borrower. The Agent may select information sources or services in its reasonable discretion to ascertain the Base Rate, the Eurocurrency Rate, any RFR, Term SOFR Reference Rate or Term SOFR, XXXXX, TONAR, or any other Benchmark, any component definition thereof or rates referenced referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrowersany Borrower, any Bank 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.
Appears in 6 contracts
Samples: Credit Agreement (Performant Financial Corp), Credit Agreement (Farmer Brothers Co), Credit Agreement (SeaSpine Holdings Corp)
Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, XXXXX, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or with respect to any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) ), as it may or may not be adjusted pursuant to Section 3.03(c), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, TONAR, 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 other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of the Base Term SOFR Reference Rate, any Benchmark, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, XXXXXTerm SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the BorrowersBorrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, TONAR, or any other Benchmark, any component definition thereof or rates referenced referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowersBorrower, any Bank 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.
Appears in 6 contracts
Samples: Credit Agreement (Silicon Laboratories Inc.), Credit Agreement (Vitesse Energy, Inc.), Credit Agreement (Vitesse Energy, Inc.)
Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to (ai) the continuation of, administration of, submission of, calculation of or any other matter related to the Alternate Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, the Eurocurrency Rate, XXXXX or any RFR, SOFR, XXXXX, XXXXX, any Benchmark, other Benchmark (as defined in Section 2.23) or any component definition thereof or rates referenced referred to in the definition thereof thereof, or any alternative, successor or replacement rate thereto (including any Benchmark ReplacementReplacement (as defined in Section 2.23)), 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 Alternate Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, the Eurocurrency Rate, any RFR, SOFR, XXXXX, TONAR, such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (bii) the effect, implementation or composition of any Benchmark Replacement Conforming Changes or any other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates affiliates or other related entities may engage in transactions that affect the calculation of the Alternat Base Rate, any Rate or a Benchmark, the Eurocurrency Rate, any RFR, SOFR, XXXXX, XXXXX, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Alternate Base Rate, the Eurocurrency Rate, any RFR, SOFR, XXXXX, TONAR, or any Benchmark, any component definition thereof or rates referenced referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrowers, any Bank 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.
Appears in 5 contracts
Samples: Credit Agreement (Aon PLC), Credit Agreement (Aon PLC), Credit Agreement (Aon PLC)
Rates. The Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, XXXXX, Term SOFR or any other Benchmark, any component definition thereof or rates referenced referred to in the definition thereof thereof, or with respect to any alternative, successor or replacement rate thereto (including any then-current Benchmark or any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) ), as it may or may not be adjusted pursuant to Section 3.6(d), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, TONAR, 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 or any other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Agent and its Affiliates affiliates or other related entities may engage in transactions that affect the calculation of the Base Term SOFR Reference Rate, any Benchmark, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, XXXXXTerm SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the Borrowersa Borrower. The Agent may select information sources or services in its reasonable discretion to ascertain the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, TONAR, or any other Benchmark, any component definition thereof or rates referenced referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrowersany Borrower, any Bank 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.
Appears in 4 contracts
Samples: Loan and Security Agreement (Kaspien Holdings Inc.), Loan and Security Agreement (Rubicon Technologies, Inc.), Loan and Security Agreement (Rubicon Technologies, Inc.)
Rates. The interest rate on Loans denominated in Dollars may be determined by reference to a benchmark rate that is, or may in the future become, the subject of regulatory reform or cessation. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, the Eurocurrency Term SOFR Reference Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, XXXXX, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or any alternative, successor or replacement rate thereto (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, Daily Simple SOFR, Adjusted Daily Simple SOFR, the Eurocurrency Term SOFR Reference Rate, any RFR, SOFR, XXXXX, TONAR, Adjusted Term SOFR or 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 other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates affiliates or other related entities may engage in transactions that affect the calculation of the Base Rate, any BenchmarkDaily Simple SOFR, Adjusted Daily Simple SOFR, the Eurocurrency Term SOFR Reference Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, XXXXX, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the BorrowersBorrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, the Eurocurrency Term SOFR Reference Rate, any RFR, SOFR, XXXXX, TONAR, Adjusted Term SOFR or Term SOFR or any other Benchmark, any component definition thereof or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowersBorrower, any Bank 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. The Administrative Agent will, in keeping with industry practice, continue using its current rounding practices in connection with the Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR. In connection with the use or administration of Daily Simple SOFR and Term SOFR, 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 Daily Simple SOFR and Term SOFR.
Appears in 4 contracts
Samples: Credit Agreement (Amplify Energy Corp.), Credit and Guaranty Agreement (CareTrust REIT, Inc.), Credit Agreement (SmartStop Self Storage REIT, Inc.)
Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXXAdjusted Floating Overnight Daily SOFR Rate or Term SOFR, XXXXX, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or with respect to any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) ), as it may or may not be adjusted pursuant to Section 3.10(c), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Base Term SOFR Reference Rate, the Eurocurrency Adjusted Term SOFR, Adjusted Floating Overnight Daily SOFR Rate, any RFR, SOFR, XXXXX, TONAR, 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 other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of the Base Term SOFR Reference Rate, any BenchmarkAdjusted Term SOFR, the Eurocurrency Adjusted Floating Overnight Daily SOFR Rate, any RFR, Term SOFR, XXXXX, XXXXX, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the BorrowersBorrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Term SOFR Reference Rate, the Eurocurrency Adjusted Term SOFR, Adjusted Floating Overnight Daily SOFR Rate, any RFR, or Term SOFR, XXXXX, TONAR, or any other Benchmark, any component definition thereof or rates referenced referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowersBorrower, any 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 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.
Appears in 4 contracts
Samples: Credit Agreement (JBG SMITH Properties), Credit Agreement (JBG SMITH Properties), Credit Agreement (JBG SMITH Properties)
Rates. (a) The Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (ai) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Rate, Adjusted Term SOFR, Term SOFR, the Eurocurrency EURIBOR Rate, any RFR, SOFR, XXXXX, XXXXX, any Benchmark, any component definition thereof or rates referenced in the definition thereof or any alternative, successor or replacement rate thereto (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, Adjusted Term SOFR, Term SOFR, SOFR, the Eurocurrency EURIBOR Rate, any RFR, SOFR, XXXXX, TONAR, or any other Benchmark prior to its discontinuance or unavailability, or (bii) the effect, implementation or composition of any Benchmark Replacement Conforming Changes or any other alternative, successor or replacement rate pursuant to the terms of this Agreement. The Agent and its Affiliates may engage in transactions that affect the calculation of the Base Rate, any Benchmark, Adjusted Term SOFR, Term SOFR, SOFR, the Eurocurrency EURIBOR Rate, any RFR, SOFR, XXXXX, XXXXX, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrowers. The Agent may select information sources or services in its reasonable discretion to ascertain the Base Rate, Adjusted Term SOFR, Term SOFR, SOFR, the Eurocurrency EURIBOR Rate, any RFR, SOFR, XXXXX, TONAR, or any Benchmark, any component definition thereof or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrowers, any 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 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.
Appears in 4 contracts
Samples: Credit Agreement (Caterpillar Financial Services Corp), Credit Agreement (Caterpillar Financial Services Corp), Credit Agreement (Caterpillar Inc)
Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base ABR, any Daily Simple RFR, any Eurocurrency Rate, the Eurocurrency Rate, Adjusted Term SOFR Rate or any RFR, SOFR, XXXXX, XXXXX, any other Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or any alternative, successor or replacement rate thereto (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 ABR, any Daily Simple RFR, any Eurocurrency Rate, the Eurocurrency Rate, any RFR, SOFR, XXXXX, TONAR, Adjusted Term SOFR Rate such Benchmark 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 other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates affiliates or other related entities may engage in transactions that affect the calculation of the Base Rate, any ABR or a Benchmark, the Eurocurrency Rate, any RFR, SOFR, XXXXX, XXXXX, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the BorrowersBorrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base RateABR, the Eurocurrency Rate, any RFR, SOFR, XXXXX, TONAR, or any Benchmark, any component definition thereof or rates referenced referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowersBorrower, any Bank 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, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.
Appears in 4 contracts
Samples: Senior Secured Credit Agreement (Blackstone Private Credit Fund), Senior Secured Credit Agreement (Blackstone Secured Lending Fund), Senior Secured Credit Agreement (Blackstone Secured Lending Fund)
Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Rate, the Eurocurrency Rate, any RFRAdjusted Daily Simple SOFR, SOFR, XXXXXthe Term SOFR Reference Rate, XXXXXAdjusted Term SOFR or Term SOFR, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or with respect to any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) ), as it may or may not be adjusted pursuant to Section 4.2.(b), 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 Eurocurrency Rate, any RFRAdjusted Daily Simple SOFR, SOFR, XXXXXthe Term SOFR Reference Rate, TONARAdjusted 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 or any other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of the Base Rate, any Benchmark, the Eurocurrency Rate, any RFRAdjusted Daily Simple SOFR, SOFR, XXXXXthe Term SOFR Reference Rate, XXXXXAdjusted Term SOFR, or Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the BorrowersBorrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Rate, the Eurocurrency Rate, any RFRAdjusted Daily Simple SOFR, SOFR, XXXXXthe Term SOFR Reference Rate, TONARAdjusted Term SOFR or Term SOFR, or any other Benchmark, any component definition thereof or rates referenced referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowersBorrower, any Bank 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.
Appears in 3 contracts
Samples: Credit Agreement (NNN Reit, Inc.), Credit Agreement (Regency Centers Lp), Credit Agreement (Regency Centers Lp)
Rates. The Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Term SOFR Reference Rate, the Eurocurrency Rate, Term SOFR or any RFR, SOFR, XXXXX, XXXXX, any other Benchmark, any component definition thereof or rates referenced referred to in the definition thereof thereof, or with respect to any alternative, successor or replacement rate thereto (including any then-current Benchmark or any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) ), as it may or may not be adjusted pursuant to Section 2.12(d)(iii), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, SOFR, XXXXX, TONAR, 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 or any other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Agent and its Affiliates affiliates or other related entities may engage in transactions that affect the calculation of the Base Term SOFR Reference Rate, any Benchmark, the Eurocurrency Rate, any RFR, Term SOFR, XXXXX, XXXXX, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the Borrowersa Borrower. The Agent may select information sources or services in its reasonable discretion to ascertain the Base Rate, the Eurocurrency Rate, any RFR, Term SOFR Reference Rate or Term SOFR, XXXXX, TONAR, or any other Benchmark, any component definition thereof or rates referenced referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrowersany Borrower, any Bank 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. 2.
Appears in 3 contracts
Samples: Credit Agreement and Loan (Nautilus, Inc.), Credit Agreement (Nautilus, Inc.), Credit Agreement and Loan Documents (Nautilus, Inc.)
Rates. The Neither the Administrative Agent does not warrant nor any Funding Agent warrants or accept accepts any responsibility for, and shall not have any liability with respect to to, (aA) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Rate, the Eurocurrency Rate, any RFR, Term SOFR, XXXXX, XXXXX, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or any alternative, successor or replacement rate thereto (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 Eurocurrency Rate, any RFR, SOFR, XXXXX, TONAR, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. or (bB) the effect, implementation or composition of any Benchmark Replacement Conforming Changes or any other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Agent Administrative Agent, each Funding Agent, and its their respective Affiliates or other related entities may engage in transactions that affect the calculation of the Base Rate, any Benchmark, the Eurocurrency Rate, any RFR, Term SOFR, XXXXX, XXXXX, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the BorrowersBorrower. The Administrative Agent and each Funding Agent may select information sources or services in its their reasonable discretion to ascertain the Base Rate, the Eurocurrency Rate, Term SOFR or any RFR, SOFR, XXXXX, TONARother Benchmark, or any Benchmark, any component definition thereof or rates referenced referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowersBorrower, any Bank Funding Agent, 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.
Appears in 3 contracts
Samples: Credit Agreement (Sunnova Energy International Inc.), Credit Agreement (Sunnova Energy International Inc.), Credit Agreement (Sunnova Energy International Inc.)
Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, XXXXX, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or with respect to any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) ), as it may or may not be adjusted pursuant to Section 5.8(c), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, TONAR, 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 other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of the Base Term SOFR Reference Rate, any Benchmark, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, XXXXXTerm SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the BorrowersBorrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, TONAR, or any other Benchmark, any component definition thereof or rates referenced referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowersBorrower, any Bank 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.
Appears in 3 contracts
Samples: Credit Agreement (LGI Homes, Inc.), Credit Agreement (Kforce Inc), Credit Agreement (LGI Homes, Inc.)
Rates. The interest rate on Loans denominated in Dollars may be determined by reference to a benchmark rate that is, or may in the future become, the subject of regulatory reform or cessation. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Alternate Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, the Eurocurrency Term SOFR Reference Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, XXXXX, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or any alternative, successor or replacement rate thereto (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 Alternate Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, the Eurocurrency Term SOFR Reference Rate, any RFR, Adjusted Term SOFR, XXXXX, TONAR, 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 other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates affiliates or other related entities may engage in transactions that affect the calculation of the Alternate Base Rate, any BenchmarkDaily Simple SOFR, Adjusted Daily Simple SOFR, the Eurocurrency Term SOFR Reference Rate, any RFR, Term SOFR, XXXXX, XXXXXAdjusted 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 BorrowersBorrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Alternate Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, the Eurocurrency Term SOFR Reference Rate, any RFR, Term SOFR, XXXXX, TONAR, Adjusted Term SOFR or any other Benchmark, any component definition thereof or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowersBorrower, any Bank 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, unless such error was the direct result of the Administrative Agent’s gross negligence or willful misconduct. In connection with the use or administration of Daily Simple SOFR and Term SOFR, 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 Daily Simple SOFR and Term SOFR.
Appears in 3 contracts
Samples: Credit Agreement (Vinebrook Homes Trust, Inc.), Credit Agreement (Vinebrook Homes Trust, Inc.), Bridge Credit Agreement (Vinebrook Homes Trust, Inc.)
Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABR, the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, XXXXX, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement)thereto, 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, ABR, the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, TONAR, or any other Benchmark Term SOFR prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Benchmark Replacement Conforming Changes technical, administrative or operational changes (including changes to the definition of “ABR,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period” or any similar or analogous definition, timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of subsection 3.7(b) and other alternativetechnical, successor administrative or replacement operational matters) made in connection with the adoption and implementation of any such rate pursuant to subsection 3.7(b) or to permit the terms of this Agreementuse and administration thereof. The Administrative Agent and its Affiliates affiliates or other related entities may engage in transactions that affect the calculation of ABR, the Base Term SOFR Reference Rate, any Benchmark, the Eurocurrency Rate, any RFR, Term SOFR, XXXXX, XXXXXAdjusted 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 BorrowersBorrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Term SOFR, XXXXX, TONARAdjusted Term SOFR, or any Benchmark, any component definition thereof or rates referenced referred to in the definition thereof, or any alternative, successor or replacement rate, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowersBorrower, any Bank 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.
Appears in 3 contracts
Samples: Term Loan Credit Agreement (US Foods Holding Corp.), Term Loan Credit Agreement (US Foods Holding Corp.), Term Loan Credit Agreement (US Foods Holding Corp.)
Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, XXXXX, Term SOFR or any other Benchmark, any component definition thereof or rates referenced referred to in the definition thereof thereof, or with respect to any alternative, successor or replacement rate thereto (including any then-current Benchmark or any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) ), as it may or may not be adjusted pursuant to Section 2.10(g), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, TONAR, 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 or any other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of the Base Term SOFR Reference Rate, any Benchmark, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, XXXXXTerm SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the BorrowersBorrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, TONAR, or any other Benchmark, any component definition thereof or rates referenced referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowersBorrower, any Bank Lender 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 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.
Appears in 3 contracts
Samples: Loan Credit Agreement (Express, Inc.), Security Agreement (Express, Inc.), Security Agreement (Express, Inc.)
Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, XXXXX, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or with respect to any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) ), as it may or may not be adjusted pursuant to Section 8.01(c), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, TONAR, 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 other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of the Base Term SOFR Reference Rate, any Benchmark, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, XXXXXTerm SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the BorrowersBorrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, TONAR, or any other Benchmark, any component definition thereof or rates referenced referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowersBorrower, any Bank 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.
Appears in 3 contracts
Samples: Term Loan Credit Agreement (Duke Energy Florida, Llc.), Term Loan Credit Agreement (Duke Energy CORP), Credit Agreement (Duke Energy Florida, Llc.)
Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Prime Rate, the Eurocurrency Term SOFR Reference Rate, any RFR, Adjusted Term SOFR Rate or Term SOFR, XXXXX, XXXXX, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or any alternative, successor or replacement rate thereto (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 Prime Rate, the Eurocurrency Term SOFR Reference Rate, any RFRAdjusted Term SOFR Rate, SOFR, XXXXX, TONAR, 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 other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates affiliates or other related entities may engage in transactions that affect the calculation of the Base Prime Rate, any Benchmark, the Eurocurrency Term SOFR Reference Rate, any RFR, Term SOFR, XXXXX, XXXXXAdjusted Term SOFR Rate, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrowersany Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Prime Rate, the Eurocurrency Term SOFR Reference Rate, any RFR, Term SOFR, XXXXX, TONAR, Adjusted Term SOFR or any other Benchmark, any component definition thereof or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrowersany Borrower, any Bank 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.
Appears in 3 contracts
Samples: Credit Agreement (Evolent Health, Inc.), Credit Agreement (Evolent Health, Inc.), Credit Agreement (Evolent Health, Inc.)
Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, XXXXX, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or with respect to any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) ), as it may or may not be adjusted pursuant to this Section 1.10, will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, TONAR, 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 (it being understood that this sentence does not limit the Administrative Agent’s obligation to make any determination or any other alternative, successor or replacement calculation of such reference rate to the extent expressly required to be made by the Administrative Agent pursuant to the terms of this Agreement). The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of the Base Term SOFR Reference Rate, any Benchmark, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, XXXXXTerm SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the Borrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, TONAR, or any other Benchmark, any component definition thereof or rates referenced referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrowers, any Bank 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.
Appears in 3 contracts
Samples: Credit Agreement (Athene Holding LTD), Credit Agreement (Athene Holding LTD), 364 – Day Credit Agreement (Athene Holding LTD)
Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXXAdjusted Daily Simple SOFR or Term SOFR, XXXXX, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or with respect to any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) ), as it may or may not be adjusted pursuant to Section 3.10(c), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXXAdjusted Daily Simple SOFR, TONAR, 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 other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of the Base Term SOFR Reference Rate, any Benchmark, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXXAdjusted Daily Simple SOFR, XXXXXTerm SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the BorrowersBorrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, TONARAdjusted Daily Simple SOFR or Term SOFR, or any other Benchmark, any component definition thereof or rates referenced referred to in the definition thereof, in each case pursuant to the terms of this Credit Agreement, and shall have no liability to the BorrowersBorrower, any Bank 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. 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 Credit Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Credit Agreement or any other Credit 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.
Appears in 3 contracts
Samples: Credit Agreement (Public Service Co of New Mexico), Credit Agreement (Public Service Co of New Mexico), Credit Agreement (Public Service Co of New Mexico)
Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, XXXXX, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or with respect to any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) ), as it may or may not be adjusted pursuant to Section 3.10(c), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, TONAR, 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 other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of the Base Term SOFR Reference Rate, any Benchmark, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, XXXXXTerm SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the BorrowersBorrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, TONAR, or any other Benchmark, any component definition thereof or rates referenced referred to in the definition thereof, in each case pursuant to the terms of this Loan Agreement, and shall have no liability to the BorrowersBorrower, any Bank 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. In connection with the use or administration of Term SOFR, 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 Loan 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 Term SOFR.
Appears in 3 contracts
Samples: Term Loan Agreement (PNM Resources Inc), Term Loan Agreement (Public Service Co of New Mexico), Term Loan Agreement (Public Service Co of New Mexico)
Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Rate, the Eurocurrency Term SOFR Reference Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, XXXXX, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or any alternative, successor or replacement rate thereto (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 Eurocurrency Term SOFR Reference Rate, any RFR, Adjusted Term SOFR, XXXXX, TONAR, 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 other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates affiliates or other related entities may engage in transactions that affect the calculation of the Base Rate, any Benchmark, the Eurocurrency Term SOFR Reference Rate, any RFR, Term SOFR, XXXXX, XXXXXAdjusted 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 BorrowersBorrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Rate, the Eurocurrency Term SOFR Reference Rate, any RFR, Term SOFR, XXXXX, TONARAdjusted Term SOFR or any other Benchmark, or any Benchmark, any component definition thereof or rates referenced referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowersBorrower, any Bank 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.
Appears in 3 contracts
Samples: Credit Agreement (Macerich Co), Credit Agreement (Eastern Co), Credit Agreement (Valvoline Inc)
Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, XXXXX, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or with respect to any alternative, successor or replacement rate thereto (including any Benchmark 16605535v6 24740.00262 28 Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) ), as it may or may not be adjusted pursuant to Section 2.08(c), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, TONAR, 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 other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of the Base Term SOFR Reference Rate, any Benchmark, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, XXXXXTerm SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the BorrowersBorrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, TONAR, or any other Benchmark, any component definition thereof or rates referenced referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowersBorrower, any Bank 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.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Cna Financial Corp), Revolving Credit Agreement (Cna Financial Corp)
Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Alternate Base Rate, the Eurocurrency Rate, any Daily Simple RFR, Term SOFR, XXXXX, XXXXX, any Benchmark, the CDO Rate or the Adjusted EURIBO Rate or any component definition thereof or rates referenced referred to in the definition thereof thereof, or any alternative, successor or replacement rate thereto (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 Alternate Base Rate, the Eurocurrency Daily Simple RFR, Term SOFR, the CDO Rate, any RFR, SOFR, XXXXX, TONAR, the Adjusted EURIBO Rate 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 other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates affiliates or other related entities may engage in transactions that affect the calculation of the Alternate Base Rate, any Benchmarkthe Daily Simple RFR, Term SOFR, the Eurocurrency CDO Rate, any RFR, SOFR, XXXXX, XXXXX, the Adjusted EURIBO Rate or any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the BorrowersBorrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Alternate Base Rate, the Eurocurrency Daily Simple RFR, Term SOFR, the CDO Rate, any RFR, SOFR, XXXXX, TONAR, the Adjusted EURIBO Rate or any other Benchmark, any component definition thereof or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowersBorrower, any Bank 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.
Appears in 2 contracts
Samples: Assignment and Assumption (Goldman Sachs Private Credit Corp.), Senior Secured Revolving Credit Agreement (Goldman Sachs Middle Market Lending Corp. II)
Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Rate, the Eurocurrency Term SOFR Reference Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, XXXXX, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or any alternative, successor or replacement rate thereto (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 Eurocurrency Term SOFR Reference Rate, any RFR, Adjusted Term SOFR, XXXXX, TONAR, 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 other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates affiliates or other related entities may engage in transactions that affect the calculation of the Base Rate, any Benchmark, the Eurocurrency Term SOFR Reference Rate, any RFR, Term SOFR, XXXXX, XXXXXAdjusted 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 BorrowersBorrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Rate, the Eurocurrency Term SOFR Reference Rate, any RFR, Term SOFR, XXXXX, TONARAdjusted Term SOFR or any other Benchmark, or any Benchmark, any component definition thereof or rates referenced referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowersBorrower, any Bank 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.
Appears in 2 contracts
Samples: Credit Agreement (B. Riley Financial, Inc.), Credit Agreement (Circor International Inc)
Rates. The interest rate on Loans denominated in Dollars may be determined by reference to a benchmark rate that is, or may in the future become, the subject of regulatory reform or cessation. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Alternate Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, the Eurocurrency Term SOFR Reference Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, XXXXX, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or any alternative, successor or replacement rate thereto (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 Alternate Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, the Eurocurrency Term SOFR Reference Rate, any RFR, SOFR, XXXXX, TONAR, Adjusted Term SOFR or 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 other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates affiliates or other related entities may engage in transactions that affect the calculation of the Alternate Base Rate, any BenchmarkDaily Simple SOFR, Adjusted Daily Simple SOFR, the Eurocurrency Term SOFR Reference Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, XXXXX, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the BorrowersBorrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Alternate Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, the Eurocurrency Term SOFR Reference Rate, any RFR, SOFR, XXXXX, TONAR, Adjusted Term SOFR or Term SOFR or any other Benchmark, any component definition thereof or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowersBorrower, any Bank 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. The Administrative Agent will, in keeping with industry practice, continue using its current rounding practices in connection with the Alternate Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR. In connection with the use or administration of Daily Simple SOFR and Term SOFR, 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 Daily Simple SOFR and Term SOFR.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Diversified Energy Co PLC), Revolving Credit Agreement (Diversified Energy Co PLC)
Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Rate, the Eurocurrency Term SOFR Reference Rate, any RFRAdjusted Term SOFR, Term SOFR, Adjusted Daily Simple SOFR, Daily Simple SOFR, SOFR, XXXXX, XXXXX, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or any alternative, successor or replacement rate thereto (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 Eurocurrency Term SOFR Reference Rate, any RFR, Adjusted Term SOFR, XXXXXTerm SOFR, TONARAdjusted Daily Simple SOFR, Daily Simple SOFR, 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 other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates affiliates or other related entities may engage in transactions that affect the calculation of the Base Rate, any Benchmark, the Eurocurrency Term SOFR Reference Rate, any RFRTerm SOFR, Adjusted Term SOFR, Adjusted Daily Simple SOFR, Daily Simple SOFR, SOFR, XXXXX, XXXXX, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the BorrowersBorrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Rate, the Eurocurrency Term SOFR Reference Rate, any RFR, Term SOFR, XXXXXAdjusted Term SOFR, TONARAdjusted Daily Simple SOFR, Daily Simple SOFR, SOFR or any other Benchmark, any component definition thereof or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowersBorrower, any Bank 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.
Appears in 2 contracts
Samples: Credit Agreement (STORE CAPITAL Corp), Term Loan Agreement (STORE CAPITAL Corp)
Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXXSOFR Market Index Rate or Term SOFR, XXXXX, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or with respect to any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) ), as it may or may not be adjusted pursuant to Section 2.23(c), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Base Term SOFR Reference Rate, the Eurocurrency Adjusted Term SOFR, SOFR Market Index Rate, any RFR, SOFR, XXXXX, TONAR, 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 other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of the Base Term SOFR Reference Rate, any BenchmarkAdjusted Term SOFR, the Eurocurrency SOFR Market Index Rate, any RFR, Term SOFR, XXXXX, XXXXX, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the BorrowersBorrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, TONARSOFR Market Index Rate or Term SOFR, or any other Benchmark, any component definition thereof or rates referenced referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowersBorrower, any Bank 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.
Appears in 2 contracts
Samples: Credit Agreement (Idaho Power Co), Credit Agreement (Idaho Power Co)
Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Rate, the Eurocurrency Rate, any RFR, SOFR, XXXXX, XXXXX, any Benchmark, anyABR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, or any component definition thereof or rates referenced referencedreferred to in the definition thereof thereof, or any alternative, successor or replacement rate thereto (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, such BenchmarkABR, the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, TONAR, 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 other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates affiliates or other related entities may engage in transactions that affect the calculation of ABR, the Base Term SOFR Reference Rate, any Benchmark, the Eurocurrency Rate, any RFR, Term SOFR, XXXXX, XXXXXAdjusted 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 BorrowersBorrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Term SOFR, XXXXX, TONARAdjusted Term SOFR or any other Benchmark, or any Benchmark, any component definition thereof or rates referenced referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowersBorrower, any Bank 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.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Kinder Morgan, Inc.), Revolving Credit Agreement (Kinder Morgan, Inc.)
Rates. The Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, XXXXX, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or with respect to any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) ), as it may or may not be adjusted pursuant to Section 2.12(c), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, TONAR, 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 other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of the Base Term SOFR Reference Rate, any Benchmark, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, XXXXXTerm SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the BorrowersBorrower. The Agent may select information sources or services in its reasonable discretion to ascertain the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, TONAR, or any other Benchmark, any component definition thereof or rates referenced referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowersBorrower, any Bank 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.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Par Pacific Holdings, Inc.), Term Loan Credit Agreement (Delek US Holdings, Inc.)
Rates. The Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Term SOFR Reference Rate, the Eurocurrency Rate, Term SOFR or any RFR, SOFR, XXXXX, XXXXX, any other Benchmark, any component definition thereof or rates referenced referred to in the definition thereof thereof, or with respect to any alternative, successor or replacement rate thereto (including any then-current Benchmark or any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) ), as it may or may not be adjusted pursuant to Section 2.13(d)(iii), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, SOFR, XXXXX, TONAR, 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 or any other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Agent and its Affiliates affiliates or other related entities may engage in transactions that affect the calculation of the Base Term SOFR Reference Rate, any Benchmark, the Eurocurrency Rate, any RFR, Term SOFR, XXXXX, XXXXX, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the Borrowersa Borrower. The Agent may select information sources or services in its reasonable discretion to ascertain the Base Rate, the Eurocurrency Rate, any RFR, Term SOFR Reference Rate or Term SOFR, XXXXX, TONAR, or any other Benchmark, any component definition thereof or rates referenced referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowersBorrower, any Bank 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.
Appears in 2 contracts
Samples: Credit Agreement (Sanfilippo John B & Son Inc), Credit Agreement (Sanfilippo John B & Son Inc)
Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, XXXXX, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or with respect to any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) ), as it may or may not be adjusted pursuant to Section 13.1(c), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, TONAR, 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 other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of the Base Term SOFR Reference Rate, any Benchmark, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, XXXXXTerm SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the BorrowersBorrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, TONARTerm SOFR, or any other Benchmark, any component definition thereof or rates referenced referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowersBorrower, any 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 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.
Appears in 2 contracts
Samples: Credit Agreement (Brigham Minerals, Inc.), Credit Agreement (Sitio Royalties Corp.)
Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Alternate Base Rate, the Eurocurrency Term SOFR Reference Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, XXXXX, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or any alternative, successor or replacement rate thereto (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 Alternate Base Rate, the Eurocurrency Term SOFR Reference Rate, any RFR, Adjusted Term SOFR, XXXXX, TONAR, 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 other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates affiliates or other related entities may engage in transactions that affect the calculation of the Alternate Base Rate, any Benchmark, the Eurocurrency Term SOFR Reference Rate, any RFR, Term SOFR, XXXXX, XXXXXAdjusted 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 BorrowersBorrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Alternate Base Rate, the Eurocurrency Term SOFR Reference Rate, any RFR, Term SOFR, XXXXX, TONARAdjusted Term SOFR or any other Benchmark, or any Benchmark, any component definition thereof or rates referenced referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowersBorrower, any Bank 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.
Appears in 2 contracts
Samples: Credit Agreement (TransMontaigne Partners LLC), Credit Agreement (Wynn Resorts LTD)
Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, XXXXX, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or with respect to any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) ), as it may or may not be adjusted pursuant to Section 2.18(e), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, TONAR, 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 other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of the Base Term SOFR Reference Rate, any Benchmark, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, XXXXXTerm SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the BorrowersBorrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, TONAR, or any other Benchmark, any component definition thereof or rates referenced referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowersBorrower, any Bank 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.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Bioventus Inc.), Credit and Guaranty Agreement (Bioventus Inc.)
Rates. (a) . The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Term SOFR Reference Rate, Term SOFR, any Adjusted Daily Simple RFR, the Eurocurrency Rate, the Adjusted Eurocurrency Rate or any RFR, SOFR, XXXXX, XXXXX, any other Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or with respect to any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) ), as it may or may not be adjusted pursuant to Exhibit 3 attached hereto, will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Base Term SOFR Reference Rate, Term SOFR, any Adjusted Daily Simple RFR, the Eurocurrency Rate, any RFRthe Adjusted Eurocurrency Rate, SOFR, XXXXX, TONAR, such Benchmark 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 other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of the Base Rate, any a Benchmark, the Eurocurrency Rate, any RFR, SOFR, XXXXX, XXXXX, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the Borrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Rate, the Eurocurrency Rate, any RFR, SOFR, XXXXX, TONAR, or any Benchmark, any component definition thereof or rates referenced referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrowers, any Bank 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.
Appears in 2 contracts
Samples: Business Loan and Security Agreement (Vse Corp), Loan and Security Agreement (Vse Corp)
Rates. The interest rate on Loans may be determined by reference to a benchmark rate that is, or may in the future become, the subject of regulatory reform or cessation. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, the Eurocurrency Term SOFR Reference Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, XXXXX, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or any alternative, successor or replacement rate thereto (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, Daily Simple SOFR, Adjusted Daily Simple SOFR, the Eurocurrency Term SOFR Reference Rate, any RFR, SOFR, XXXXX, TONAR, Adjusted Term SOFR or 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 other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates affiliates or other related entities may engage in transactions that affect the calculation of the Base Rate, any BenchmarkDaily Simple SOFR, Adjusted Daily Simple SOFR, the Eurocurrency Term SOFR Reference Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, XXXXX, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the BorrowersBorrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, the Eurocurrency Term SOFR Reference Rate, any RFR, SOFR, XXXXX, TONAR, Adjusted Term SOFR or Term SOFR or any other Benchmark, any component definition thereof or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowersBorrower, any Bank 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. In connection with the use or administration of Daily Simple SOFR and Term SOFR, 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 LoanCredit 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 LoanCredit 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 Daily Simple SOFR and Term SOFR.
Appears in 2 contracts
Samples: Credit Agreement (Healthpeak Properties, Inc.), Credit Agreement (Physicians Realty Trust)
Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Rate, the Eurocurrency Term SOFR Reference Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, XXXXX, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including the selection of such rate and any related spread or other adjustment or 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 Eurocurrency Term SOFR Reference Rate, any RFR, Adjusted Term SOFR, XXXXX, TONAR, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, unavailability or (b) the effect, implementation or composition of any Benchmark Replacement Conforming Changes or any other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of the Base Rate, any Benchmark, the Eurocurrency Term SOFR Reference Rate, any RFR, Term SOFR, XXXXX, XXXXXAdjusted 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 BorrowersLoan Parties. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Rate, the Eurocurrency Term SOFR Reference Rate, any RFR, Term SOFR, XXXXX, TONARAdjusted Term SOFR or any other Benchmark, or any Benchmark, any component definition thereof or rates referenced referred to in the definition thereof, in each case case, pursuant to the terms of this Agreement, and shall have no liability to the Borrowersany Loan Party, any Bank 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.
Appears in 2 contracts
Samples: Credit Agreement (PROS Holdings, Inc.), Credit Agreement (Natural Gas Services Group Inc)
Rates. The Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, XXXXX, Term SOFR or any other Benchmark, any component definition thereof or rates referenced referred to in the definition thereof thereof, or with respect to any alternative, successor or replacement rate thereto (including any then-current Benchmark or any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) ), as it may or may not be adjusted pursuant to Section 3.6.2, will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, TONAR, 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 or any other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Agent and its Affiliates affiliates or other related entities may engage in transactions that affect the calculation of the Base Term SOFR Reference Rate, any Benchmark, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, XXXXXTerm SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the Borrowersa Borrower. The Agent may select information sources or services in its reasonable discretion to ascertain the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, TONAR, or any other Benchmark, any component definition thereof or rates referenced referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrowersany Borrower, any Bank 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.
Appears in 2 contracts
Samples: Loan, Security and Guarantee Agreement (National CineMedia, Inc.), Loan, Security and Guarantee Agreement (Applied Optoelectronics, Inc.)
Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABR, the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, XXXXX, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or any alternative, successor or replacement rate thereto (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, ABR, the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, TONAR, 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 other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates affiliates or other related entities may engage in transactions that affect the calculation of ABR, the Base Term SOFR Reference Rate, any Benchmark, the Eurocurrency Rate, any RFR, Term SOFR, XXXXX, XXXXXAdjusted 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 BorrowersBorrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Term SOFR, XXXXX, TONARAdjusted Term SOFR or any other Benchmark, or any Benchmark, any component definition thereof or rates referenced referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowersBorrower, any Bank 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.
Appears in 2 contracts
Samples: Possession Credit Agreement (Cyxtera Technologies, Inc.), First Lien Priority Credit Agreement (Cyxtera Technologies, Inc.)
Rates. The Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Rate, the Eurocurrency Term SOFR Reference Rate, Term SOFR, any Alternative Currency Daily Rate, any RFR, SOFR, XXXXX, XXXXX, Alternative Currency Term Rate or any other Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or any alternative, successor or replacement rate thereto (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 Eurocurrency Term SOFR Reference Rate, Term SOFR, any Alternative Currency Daily Rate, any RFRAlternative Currency Term Rate or any other Benchmark, SOFR, XXXXX, TONAR, such Benchmark 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 other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Agent and its Affiliates affiliates or other related entities may engage in transactions that affect the calculation of the Base Rate, any Rate or a Benchmark, the Eurocurrency Rate, any RFR, SOFR, XXXXX, XXXXX, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrowers. The Agent may select information sources or services in its reasonable discretion to ascertain the Base Rate, the Eurocurrency Term SOFR Reference Rate, Term SOFR, any Alternative Currency Daily Rate, any RFRAlternative Currency Term Rate, SOFR, XXXXX, TONAR, or any Benchmark, any component definition thereof or rates referenced referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrowersany Borrower, any Bank 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).
Appears in 2 contracts
Samples: Year Credit Agreement (Eastman Chemical Co), Credit Agreement (Eastman Chemical Co)
Rates. The Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Adjusted Base Rate, the Eurocurrency Term SOFR Reference Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, XXXXX, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacementbenchmark replacement determined pursuant to Annex 1 attached hereto), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacementsuch benchmark replacement rate) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Adjusted Base Rate, the Eurocurrency Term SOFR Reference Rate, any RFR, Adjusted Term SOFR, XXXXX, TONAR, Term SOFR or any other Benchmark (as defined in Annex 1) prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Benchmark Replacement Conforming Changes or any other alternative, successor or replacement rate pursuant to the terms of this Agreement(as defined in Annex 1). The Agent and its Affiliates affiliates or other related entities may engage in transactions unrelated to this Agreement and the other Loan Documents that affect the calculation of the Adjusted Base Rate, any Benchmark, the Eurocurrency Term SOFR Reference Rate, any RFR, Term SOFR, XXXXX, XXXXXAdjusted Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacementsuch benchmark replacement rate) or any relevant adjustments thereto, in each case, in a manner adverse to the BorrowersBorrower (provided that, for the avoidance of doubt, nothing in this sentence shall modify or supersede the express terms of this Agreement and the other Loan Documents (including, without limitation, Section 14)). The Agent may select information sources or services in its reasonable discretion to ascertain the Adjusted Base Rate, the Eurocurrency Term SOFR Reference Rate, any RFR, Term SOFR, XXXXX, TONAR, Adjusted Term SOFR or any Benchmark, any component definition thereof or rates referenced in the definition thereofother benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowersBorrower, any Bank Lender 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 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.
Appears in 2 contracts
Samples: First Lien Loan and Security Agreement (Duckhorn Portfolio, Inc.), First Lien Loan and Security Agreement (Duckhorn Portfolio, Inc.)
Rates. The Agent Lender does not warrant or accept any responsibility for, and shall not have any liability with respect to to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Rate, the Eurocurrency Rate, any RFRDaily Simple SOFR, SOFR, XXXXXthe Term SOFR Reference Rate, XXXXXAdjusted Term SOFR or Term SOFR, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or with respect to any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) ), as it may or may not be adjusted pursuant to Section 3.5, 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 Eurocurrency Rate, any RFRAdjusted Daily Simple SOFR, SOFR, XXXXXthe Term SOFR Reference Rate, TONARAdjusted 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 or any other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Agent Lender and its Affiliates or other related entities may engage in transactions that affect the calculation of the Base Rate, any Benchmark, the Eurocurrency Rate, any RFRAdjusted Daily Simple SOFR, SOFR, XXXXXthe Term SOFR Reference Rate, XXXXXAdjusted Term SOFR, or Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the BorrowersBorrower. The Agent Lender may select information sources or services in its reasonable discretion to ascertain the Base Rate, the Eurocurrency Rate, any RFRAdjusted Daily Simple SOFR, SOFR, XXXXXthe Term SOFR Reference Rate, TONARAdjusted Term SOFR or Term SOFR, or any other Benchmark, any component definition thereof or rates referenced referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrowers, any Bank Borrower 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.
Appears in 2 contracts
Samples: Credit Agreement (Atrion Corp), Credit Agreement (Atrion Corp)
Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, XXXXX, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or with respect to any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) ), as it may or may not be adjusted pursuant to Section 3.5(c), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, TONAR, 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 other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of the Base Term SOFR Reference Rate, any Benchmark, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, XXXXXTerm SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the BorrowersBorrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, TONAR, or any other Benchmark, any component definition thereof or rates referenced referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowersBorrower, any Bank 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.
Appears in 2 contracts
Samples: Credit Agreement (Golden State Water CO), Credit Agreement (American States Water Co)
Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Term SOFR Reference Rate, the Eurocurrency Rate, Term SOFR or any RFR, SOFR, XXXXX, XXXXX, any other Benchmark, any component definition thereof or rates referenced referred to in the definition thereof thereof, or with respect to any alternative, successor or replacement rate thereto (including any then-current Benchmark or any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) ), as it may or may not be adjusted pursuant to Section 2.10(g), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, SOFR, XXXXX, TONAR, 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 or any other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of the Base Term SOFR Reference Rate, any Benchmark, the Eurocurrency Rate, any RFR, Term SOFR, XXXXX, XXXXX, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the BorrowersBorrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Rate, the Eurocurrency Rate, any RFR, Term SOFR Reference Rate or Term SOFR, XXXXX, TONAR, or any other Benchmark, any component definition thereof or rates referenced referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowersBorrower, any Bank Lender 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 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.
Appears in 2 contracts
Samples: Asset Based Term Loan Agreement (Express, Inc.), Security Agreement (Express, Inc.)
Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXXor Term SOFR, XXXXX, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or with respect to any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) ), as it may or may not be adjusted pursuant to Section 2.17(f), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, TONAR, 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 other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of the Base Term SOFR Reference Rate, any Benchmark, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, XXXXXTerm SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the Borrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, TONAR, or any other Benchmark, any component definition thereof or rates referenced referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrowers, any Bank 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.
Appears in 2 contracts
Samples: Credit Agreement (Unum Group), Credit Agreement (Unum Group)
Rates. The interest rate on Loans denominated in U.S. Dollars may be determined by reference to a benchmark rate that is, or may in the future become, the subject of regulatory reform or cessation. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, the Eurocurrency Term SOFR Reference Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, XXXXX, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or any alternative, successor or replacement rate thereto (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, Daily Simple SOFR, Adjusted Daily Simple SOFR, the Eurocurrency Term SOFR Reference Rate, any RFR, Adjusted Term SOFR, XXXXX, TONAR, 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 other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates affiliates or other related entities may engage in transactions that affect the calculation of the Base Rate, any BenchmarkDaily Simple SOFR, Adjusted Daily Simple SOFR, the Eurocurrency Term SOFR Reference Rate, any RFR, Term SOFR, XXXXX, XXXXXAdjusted 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 BorrowersBorrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, the Eurocurrency Term SOFR Reference Rate, any RFR, Term SOFR, XXXXX, TONAR, Adjusted Term SOFR or any other Benchmark, any component definition thereof or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowersBorrower, any Bank 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. In connection with the use or administration of Daily Simple SOFR and Term SOFR, the Administrative Agent will have the right, in consultation with the Borrower, 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 Daily Simple SOFR and Term SOFR.
Appears in 2 contracts
Samples: Credit Agreement (Alpine Income Property Trust, Inc.), Credit Agreement (Alpine Income Property Trust, Inc.)
Rates. The Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, XXXXX, Term SOFR or any other Benchmark, any component definition thereof or rates referenced referred to in the definition thereof thereof, or with respect to any alternative, successor or replacement rate thereto (including any then-current Benchmark or any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) ), as it may or may not be adjusted pursuant to Section 2.12(d)(iii), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, TONAR, 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 or any other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Agent and its Affiliates affiliates or other related entities may engage in transactions that affect the calculation of the Base Term SOFR Reference Rate, any Benchmark, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, XXXXXTerm SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the Borrowers. The Agent may select information sources or services in its reasonable discretion to ascertain the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, TONAR, or any other Benchmark, any component definition thereof or rates referenced referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrowersany Borrower, any Bank 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.
Appears in 2 contracts
Samples: Credit Agreement (Liberty Energy Inc.), Credit Agreement (Liberty Energy Inc.)
Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base ABR, a Relevant Rate, the Eurocurrency Term SOFR Reference Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, XXXXX, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or any alternative, successor or replacement rate thereto (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 ABR, a Relevant Rate, the Eurocurrency Term SOFR Reference Rate, any RFR, Adjusted Term SOFR, XXXXX, TONAR, 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 other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates affiliates or other related entities may engage in transactions that affect the calculation of the Base ABR, a Relevant Rate, any Benchmark, the Eurocurrency Term SOFR Reference Rate, any RFR, Term SOFR, XXXXX, XXXXXAdjusted 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 BorrowersBorrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base ABR, a Relevant Rate, the Eurocurrency Term SOFR Reference Rate, any RFR, Term SOFR, XXXXX, TONAR, Adjusted Term SOFR or any other Benchmark, any component definition thereof or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowersBorrower, any Bank 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.
Appears in 2 contracts
Samples: Credit Agreement (EVERTEC, Inc.), Credit Agreement (EVERTEC, Inc.)
Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Rate, the Eurocurrency Term SOFR Reference Rate, any RFR, SOFR, XXXXX, XXXXXEURIBOR, any BenchmarkAdjusted Term SOFR or Term SOFR, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or any alternative, successor or replacement rate thereto (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 Eurocurrency Term SOFR Reference Rate, any RFR, SOFR, XXXXX, TONAREURIBOR, 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 or any other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates affiliates or other related entities may engage in transactions that affect the calculation of the Base Rate, any Benchmark, the Eurocurrency Term SOFR Reference Rate, any RFR, Term SOFR, XXXXX, XXXXXEURIBOR, Adjusted 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 BorrowersBorrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Rate, the Eurocurrency Term SOFR Reference Rate, any RFR, Term SOFR, XXXXX, TONAREURIBOR, Adjusted Term SOFR or any other Benchmark, any component definition thereof or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowersBorrower, any Bank 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.
Appears in 2 contracts
Samples: Credit Agreement (Science Applications International Corp), Credit Agreement (Science Applications International Corp)
Rates. The Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, XXXXX, Term SOFR or any other Benchmark, any component definition thereof or rates referenced referred to in the definition thereof thereof, or with respect to any alternative, successor or replacement rate thereto (including any then-current Benchmark or any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) ), as it may or may not be adjusted pursuant to Section 2.8(d)(iii), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, TONAR, 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 or any other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Agent and its Affiliates affiliates or other related entities may engage in transactions that affect the calculation of the Base Term SOFR Reference Rate, any Benchmark, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, XXXXXTerm SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the Borrowers. The Agent may select information sources or services in its reasonable discretion to ascertain the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, TONAR, or any other Benchmark, any component definition thereof or rates referenced referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrowersany Borrower, any Bank 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.
Appears in 2 contracts
Samples: Credit Agreement (Liberty Energy Inc.), Credit Agreement (Liberty Energy Inc.)
Rates. The interest rate on Loans denominated in Dollars may be determined by reference to a benchmark rate that is, or may in the future become, the subject of regulatory reform or cessation. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, the Eurocurrency Term SOFR Reference Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, XXXXX, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or any alternative, successor or replacement rate thereto (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, Daily Simple SOFR, Adjusted Daily Simple SOFR, the Eurocurrency Term SOFR Reference Rate, any RFR, SOFR, XXXXX, TONAR, Adjusted Term SOFR or 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 other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates affiliates or other related entities may engage in transactions that affect the calculation of the Base Rate, any BenchmarkDaily Simple SOFR, Adjusted Daily Simple SOFR, the Eurocurrency Term SOFR Reference Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, XXXXX, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the BorrowersBorrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, the Eurocurrency Term SOFR Reference Rate, any RFR, SOFR, XXXXX, TONAR, Adjusted Term SOFR or Term SOFR or any other Benchmark, any component definition thereof or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowersBorrower, any Bank Lender 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 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. The Administrative Agent will, in keeping with industry practice, continue using its current rounding practices in connection with the Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR. In connection with the use or administration of Daily Simple SOFR and Term SOFR, the Administrative Agent will have the right to make Conforming Changes from time to time in consultation with the Borrower and, notwithstanding anything to the contrary herein or in any other Credit 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 Credit 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 Daily Simple SOFR and Term SOFR.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (PetIQ, Inc.), Credit and Guaranty Agreement (PetIQ, Inc.)
Rates. The Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, XXXXX, Term SOFR or any other Benchmark, any component definition thereof or rates referenced referred to in the definition thereof thereof, or with respect to any alternative, successor or replacement rate thereto (including any then-current Benchmark or any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) ), as it may or may not be adjusted pursuant to Section 3.03(b), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, TONAR, 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 or any other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Agent and its Affiliates affiliates or other related entities may engage in transactions that affect the calculation of the Base Term SOFR Reference Rate, any Benchmark, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, XXXXXTerm SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the Borrowersa Borrower. The Agent may select information sources or services in its reasonable discretion to ascertain the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, TONAR, or any other Benchmark, any component definition thereof or rates referenced referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrowersany Borrower, any Bank Lender 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 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.
Appears in 2 contracts
Samples: Credit Agreement (Tilly's, Inc.), Credit Agreement (KOHLS Corp)
Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, XXXXX, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or with respect to any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) ), as it may or may not be adjusted pursuant to Section 3.03(b), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, TONAR, 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 other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of the Base Term SOFR Reference Rate, any Benchmark, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, XXXXXTerm SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the BorrowersBorrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, TONAR, or any other Benchmark, any component definition thereof or rates referenced referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowersBorrower, any Bank 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.
Appears in 2 contracts
Samples: Credit Agreement (Earthstone Energy Inc), Credit Agreement (Earthstone Energy Inc)
Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXXAdjusted Daily Simple SOFR or Term SOFR, XXXXX, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or with respect to any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) ), as it may or may not be adjusted pursuant to Section 3.10(c), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXXAdjusted Daily Simple SOFR, TONAR, 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 other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of the Base Term SOFR Reference Rate, any Benchmark, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXXAdjusted Daily Simple SOFR, XXXXXTerm SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the BorrowersBorrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, TONARAdjusted Daily Simple SOFR or Term SOFR, or any other Benchmark, any component definition thereof or rates referenced referred to in the definition thereof, in each case pursuant to the terms of this Credit Agreement, and shall have no liability to the BorrowersBorrower, any Bank 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. In connection with the use or administration of Term SOFR or Adjusted Daily Simple SOFR, 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 Credit Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Credit Agreement or any other Credit 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 Term SOFR or Adjusted Daily Simple SOFR.
Appears in 2 contracts
Samples: And Restatement of Credit Agreement (Public Service Co of New Mexico), Credit Agreement (Public Service Co of New Mexico)
Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the continuation administration, construction, calculation, publication, continuation, discontinuation, movement, or regulation of, administration of, submission of, calculation of or any other matter related to to, the Alternate Base Rate, the Eurocurrency Rate, any RFR, SOFR, XXXXX, XXXXX, any Benchmark, any component definition thereof or rates referenced in the definition thereof or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), any component definition thereof or rates referred to in the definition thereof, including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be is similar to, or will produce the same value or economic equivalence of, any other rate or whether financial instruments referencing or underlying the Benchmark will have the same volume or liquidity asas those referencing or underlying any other rate, (b) the Base Rate, the Eurocurrency Rate, impact of any RFR, SOFR, XXXXX, TONARregulatory statements about, or actions taken with respect to any other Benchmark prior (or component thereof), (c) changes made by any administrator to its discontinuance the methodology used to calculate any Benchmark (or unavailability, component thereof) or (bd) the effect, implementation or composition of any Benchmark Replacement Conforming Changes or any other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates affiliates or other related entities may engage in transactions that affect the calculation of the Alternate Base Rate, any the Benchmark, the Eurocurrency Rate, any RFR, SOFR, XXXXX, XXXXX, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the BorrowersBorrower. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, such transactions. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Alternate Base Rate, the Eurocurrency Rate, any RFR, SOFR, XXXXX, TONARBenchmark, or any Benchmarkalternative, successor or replacement rate (including any component definition thereof or rates referenced in the definition thereofBenchmark Replacement), in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowersBorrower, any Bank 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.
Appears in 2 contracts
Samples: Credit Agreement (Fluent, Inc.), Credit Agreement (Fluent, Inc.)
Rates. Section 1.5 The interest rate on Loans may be determined by reference to a benchmark rate that is, or may in the future become, the subject of regulatory reform or cessation. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, the Eurocurrency Term SOFR Reference Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, XXXXX, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or any alternative, successor or replacement rate thereto (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, Daily Simple SOFR, Adjusted Daily Simple SOFR, the Eurocurrency Term SOFR Reference Rate, any RFR, SOFR, XXXXX, TONAR, Adjusted Term SOFR or 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 other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates affiliates or other related entities may engage in transactions that affect the calculation of the Base Rate, any BenchmarkDaily Simple SOFR, Adjusted Daily Simple SOFR, the Eurocurrency Term SOFR Reference Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, XXXXX, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the BorrowersBorrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, the Eurocurrency Term SOFR Reference Rate, any RFR, SOFR, XXXXX, TONAR, Adjusted Term SOFR or Term SOFR or any other Benchmark, any component definition thereof or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowersBorrower, any Bank 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. In connection with the use or administration of Daily Simple SOFR and Term SOFR, 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 Daily Simple SOFR and Term SOFR. LOANS AND LETTERS OF CREDITSection 2 Revolving Loans and, the Existing Term Loan and Additional Term Loans.Section 2.1
Appears in 2 contracts
Samples: Credit Agreement (Healthpeak Properties, Inc.), Credit Agreement (Physicians Realty Trust)
Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXXAdjusted Daily Simple SOFR or Term SOFR, XXXXX, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or with respect to any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) ), as it may or may not be adjusted pursuant to Section 5.9., will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXXAdjusted Daily Simple SOFR, TONAR, 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 other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of the Base Term SOFR Reference Rate, any Benchmark, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXXAdjusted Daily Simple SOFR, XXXXXTerm SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the BorrowersBorrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, TONARAdjusted Daily Simple SOFR or Term SOFR, or any other Benchmark, any component definition thereof or rates referenced referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowersBorrower, any Bank 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.
Appears in 2 contracts
Samples: Credit Agreement (NETSTREIT Corp.), Credit Agreement (NETSTREIT Corp.)
Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Alternate Base Rate, the Eurocurrency Term SOFR Reference Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, XXXXX, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or any alternative, successor or replacement rate thereto (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 Alternate Base Rate, the Eurocurrency Term SOFR Reference Rate, any RFR, Adjusted Term SOFR, XXXXX, TONAR, 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 other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates affiliates or other related entities may engage in transactions that affect the calculation of the Alternate Base Rate, any Benchmark, the Eurocurrency Term SOFR Reference Rate, any RFR, Term SOFR, XXXXX, XXXXXAdjusted Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner that may be adverse to the BorrowersBorrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Alternate Base Rate, the Eurocurrency Term SOFR Reference Rate, any RFR, Term SOFR, XXXXX, TONARAdjusted Term SOFR or any other Benchmark, or any Benchmark, any component definition thereof or rates referenced referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowersBorrower, any Bank 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. It is understood and agreed that nothing in this Section 1.11 shall limit the express terms of this Agreement.
Appears in 1 contract
Samples: Credit Agreement (First Watch Restaurant Group, Inc.)
Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Rate, the Eurocurrency Rate, any RFRAdjusted Daily Simple SOFR, SOFR, XXXXXthe Term SOFR Reference Rate, XXXXXAdjusted Term SOFR or Term SOFR, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or with respect to any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) ), as it may or may not be adjusted pursuant to Section 4.2(c), 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 Eurocurrency Rate, any RFRAdjusted Daily Simple SOFR, SOFR, XXXXXthe Term SOFR Reference Rate, TONARAdjusted 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 or any other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of the Base Rate, any Benchmark, the Eurocurrency Rate, any RFRAdjusted Daily Simple SOFR, SOFR, XXXXXTerm SOFR Reference Rate, XXXXXAdjusted Term SOFR, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the BorrowersBorrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Rate, the Eurocurrency Rate, any RFRAdjusted Daily Simple SOFR, SOFR, XXXXXthe Term SOFR Reference Rate, TONARAdjusted Term SOFR or Term SOFR, or any other Benchmark, any component definition thereof or rates referenced referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowersBorrower or any other Loan Party, any Bank 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.
Appears in 1 contract
Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Term SOFR Reference Rate, the Eurocurrency RateAdjusted Term SOFR, Term SOFR, any Adjusted Daily Simple RFR, SOFR, XXXXX, XXXXX, any Eurocurrency Rate or any other Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or with respect to any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) ), as it may or may not be adjusted pursuant to Section 2.6(h), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Base Term SOFR Reference Rate, the Term SOFR, Adjusted Term SOFR, any Adjusted Daily Simple RFR, any Eurocurrency Rate, any RFR, SOFR, XXXXX, TONAR, such Benchmark 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 other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of the Base Rate, any a Benchmark, the Eurocurrency Rate, any RFR, SOFR, XXXXX, XXXXX, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the BorrowersBorrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Rate, the Eurocurrency Rate, any RFR, SOFR, XXXXX, TONAR, or any Benchmark, any component definition thereof or rates referenced referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowersBorrower, any Bank 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.
Appears in 1 contract
Samples: Year Credit Agreement (NOV Inc.)
Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, XXXXX, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or with respect to any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) ), as it may or may not be adjusted pursuant to Section 2.06(c), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, TONAR, 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 other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of the Base Term SOFR Reference Rate, any Benchmark, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, XXXXXTerm SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the BorrowersBorrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, TONAR, or any other Benchmark, any component definition thereof or rates referenced referred to in the definition thereof, in each case pursuant to the terms of this Loan Agreement, and shall have no liability to the BorrowersBorrower, any Bank 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. In connection with the use or administration of Term SOFR, 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 Loan 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 Term SOFR.
Appears in 1 contract
Samples: Term Loan Agreement (Public Service Co of New Mexico)
Rates. The Term Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Rate, the Eurocurrency Term SOFR Reference Rate, any RFR, Adjusted Term SOFR Rate or Term SOFR, XXXXX, XXXXX, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or any alternative, successor or replacement rate thereto (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 Eurocurrency Term SOFR Reference Rate, any RFRAdjusted Term SOFR Rate, SOFR, XXXXX, TONAR, 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 other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Term Agent and its Affiliates affiliates or other related entities may engage in transactions that affect the calculation of the Base Rate, any Benchmark, the Eurocurrency Term SOFR Reference Rate, any RFR, Term SOFR, XXXXX, XXXXXAdjusted Term SOFR Rate, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the BorrowersBorrower. The Term Agent may select information sources or services in its reasonable sole discretion to ascertain the Base Rate, the Eurocurrency Term SOFR Reference Rate, any RFR, Adjusted Term SOFR Rate or Term SOFR, XXXXX, TONAR, or any other Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowersBorrower, any Bank Term 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.
Appears in 1 contract
Rates. The interest rate on Loans denominated in Dollars may be determined by reference to a benchmark rate that is, or may in the future become, the subject of regulatory reform or cessation. The Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, the Eurocurrency Term SOFR Reference Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, XXXXX, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or any alternative, successor or replacement rate thereto (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, Daily Simple SOFR, Adjusted Daily Simple SOFR, the Eurocurrency Term SOFR Reference Rate, any RFR, SOFR, XXXXX, TONAR, Adjusted Term SOFR or 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 other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Agent and its Affiliates affiliates or other related entities may engage in transactions that affect the calculation of the Base Rate, any BenchmarkDaily Simple SOFR, Adjusted Daily Simple SOFR, the Eurocurrency Term SOFR Reference Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, XXXXX, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the BorrowersBorrower. The Agent may select information sources or services in its reasonable 50 discretion to ascertain the Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, the Eurocurrency Term SOFR Reference Rate, any RFR, SOFR, XXXXX, TONAR, Adjusted Term SOFR or Term SOFR or any other Benchmark, any component definition thereof or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowersBorrower, any Bank 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. The Agent will, in keeping with industry practice, continue using its current rounding practices in connection with the Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR. In connection with the use or administration of Daily Simple SOFR and Term SOFR, the 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 Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Daily Simple SOFR and Term SOFR.
Appears in 1 contract
Samples: Joinder Agreement (Independence Realty Trust, Inc.)
Rates. The interest rate on Loans denominated in Dollars may be determined by reference to a benchmark rate that is, or may in the future become, the subject of regulatory reform or cessation. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Alternate Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, the Eurocurrency Term SOFR Reference Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, XXXXX, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or any alternative, successor or replacement rate thereto (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 Alternate Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, the Eurocurrency Term SOFR Reference Rate, any RFR, Adjusted Term SOFR, XXXXX, TONAR, 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 other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates affiliates or other related entities may engage in transactions that affect the calculation of the Alternate Base Rate, any BenchmarkDaily Simple SOFR, Adjusted Daily Simple SOFR, the Eurocurrency Term SOFR Reference Rate, any RFR, Term SOFR, XXXXX, XXXXXAdjusted 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 BorrowersBorrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Alternate Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, the Eurocurrency Term SOFR Reference Rate, any RFR, Term SOFR, XXXXX, TONAR, Adjusted Term SOFR or any other Benchmark, any component definition thereof or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowersBorrower, any Bank 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. In connection with the use or administration of Daily Simple SOFR and Term SOFR, the Administrative Agent will have the right, in consultation with the Borrower, 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 Daily Simple SOFR and Term SOFR.
Appears in 1 contract
Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXXTerm SOFR, XXXXX, any Benchmark, or any component definition thereof of any of the foregoing, or rates referenced referred to in the definition thereof of any of the foregoing, or any alternative, successor or replacement rate thereto to 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 #95484613v795537764v17 Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, TONARTerm 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 other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates affiliates or other related entities may engage in transactions that affect the calculation of the Base Term SOFR Reference Rate, any Benchmark, the Eurocurrency Rate, any RFR, Term SOFR, XXXXX, XXXXXAdjusted 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 BorrowersLoan Parties. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Term SOFR, XXXXX, TONARAdjusted Term SOFR, or any other Benchmark, any component definition thereof or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrowersany Loan Party, any Bank 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.
Appears in 1 contract
Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, XXXXX, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or with respect to any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) ), as it may or may not be adjusted pursuant to Section 3.03(c)), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, TONAR, 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 other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of the Base Term SOFR Reference Rate, any Benchmark, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, XXXXXTerm SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the BorrowersBorrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, TONARTerm SOFR, or any other Benchmark, any component definition thereof or rates referenced referred to in the definition thereof, in each case case, pursuant to the terms of this Agreement, and shall have no liability to the BorrowersBorrower, any Bank 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.
Appears in 1 contract
Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, XXXXX, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including the selection of such rate and any related spread or other adjustment or 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 Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, TONAR, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, unavailability or (b) the effect, implementation or composition of any Benchmark Replacement Conforming Changes or any other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of the Base Term SOFR Reference Rate, any Benchmark, the Eurocurrency Rate, any RFR, Term SOFR, XXXXX, XXXXXAdjusted 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 BorrowersLoan Parties. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Term SOFR, XXXXX, TONARAdjusted Term SOFR or any other Benchmark, or any Benchmark, any component definition thereof or rates referenced referred to in the definition thereof, in each case case, pursuant to the terms of this Agreement, and shall have no liability to the Borrowersany Loan Party, any Bank 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.
Appears in 1 contract
Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Alternate Base Rate, the Eurocurrency Term SOFR Reference Rate, any RFRAdjusted Term SOFR, Term SOFR, SOFR, XXXXX, XXXXX, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or any alternative, successor or replacement rate thereto (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 Alternate Base Rate, the Eurocurrency Term SOFR Reference Rate, any RFRAdjusted Term SOFR, Term SOFR, SOFR, XXXXX, TONAR, 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 other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates affiliates or other related entities may engage in transactions that affect the calculation of the Alternate Base Rate, any Benchmark, the Eurocurrency Term SOFR Reference Rate, any RFRTerm SOFR, Adjusted Term SOFR, SOFR, XXXXX, XXXXX, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the BorrowersBorrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Alternate Base Rate, the Eurocurrency Term SOFR Reference Rate, any RFRTerm SOFR, Adjusted Term SOFR, SOFR, XXXXX, TONAR, or any other Benchmark, any component definition thereof or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowersBorrower, any Bank 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.. 35 Article II. THE CREDITS 36 2.01 Amounts and Terms of Uncommitted Facility 36 2.02 Loans and Borrowings. 37
Appears in 1 contract
Samples: Uncommitted Credit Agreement (Par Pacific Holdings, Inc.)
Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Rate, the Eurocurrency Rate, any RFRAdjusted Daily Simple SOFR, SOFR, XXXXXthe Term SOFR Reference Rate, XXXXXAdjusted Term SOFR or Term SOFR, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or with respect to any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) ), as it may or may not be adjusted pursuant to Section 3.03(b), 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 Eurocurrency Rate, any RFRAdjusted Daily Simple SOFR, SOFR, XXXXXthe Term SOFR Reference Rate, TONARAdjusted 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 or any other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of the Base Rate, any Benchmark, the Eurocurrency Rate, any RFRAdjusted Daily Simple SOFR, SOFR, XXXXXthe Term SOFR Reference Rate, XXXXXAdjusted Term SOFR, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the BorrowersBorrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Rate, the Eurocurrency Rate, any RFRAdjusted Daily Simple SOFR, SOFR, XXXXXthe Term SOFR Reference Rate, TONARAdjusted Term SOFR or Term SOFR, or any other Benchmark, any component definition thereof or rates referenced referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowersBorrower, any Bank 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.
Appears in 1 contract
Rates. The Daily Simple SOFR Rate and the Term SOFR Rate are determined by reference to the Daily Simple SOFR Base Rate and the Term SOFR Base Rate, which are derived from SOFR and Term SOFR, respectively. Section 3.03 provides a mechanism for (a) determining an alternative rate of interest in the event a Benchmark is no longer available or in the other circumstances set forth in Section 3.03 and (b) modifying this Agreement to give effect to such alternative rate of interest. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to (a) to, the continuation ofadministration, administration ofsubmission, submission of, calculation of or any other matter related to the Base Rate, the Eurocurrency Rate, any RFR, SOFR, XXXXX, XXXXX, any Benchmark, any component definition thereof SOFR or Term SOFR or other rates referenced in the definition thereof of “Daily Simple SOFR Base Rate” or “Term SOFR Base Rate” or with respect to any alternativealternative or successor rate thereto, successor or replacement rate thereto thereof (including any Benchmark Replacement), including without limitation whether the composition or characteristics of any such alternative, successor successor, or replacement reference rate (including any Benchmark Replacement) ), as it may or may not be adjusted pursuant to Section 3.03(b), will be similar to, or produce have the same value or economic equivalence ofas, or have the same volume or liquidity as, the Base Rate, the Eurocurrency Rate, any RFR, SOFR, XXXXX, TONAR, 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 other alternative, successor or replacement rate pursuant be economically equivalent to the terms of this Agreementreplaced Benchmark. The Administrative Agent and its Affiliates affiliates or other related entities may engage in transactions that affect the calculation of the Base Rate, any Benchmark, the Eurocurrency Rate, any RFR, SOFR, XXXXXTerm SOFR, XXXXX, and any alternative, successor or replacement rate rates (including any Benchmark Replacement) ), or any relevant adjustments thereto, in each case, in a manner adverse to the BorrowersBorrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Rate, the Eurocurrency Rate, any RFR, SOFR, XXXXX, TONAR, Term SOFR or any other Benchmark, any component definition thereof or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowersBorrower, any Bank 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.
Appears in 1 contract
Samples: Assignment and Assumption (American Assets Trust, L.P.)
Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Rate, the Eurocurrency Term SOFR Reference Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, XXXXX, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or any alternative, successor or replacement rate thereto (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 Eurocurrency Term SOFR Reference Rate, any RFR, Adjusted Term SOFR, XXXXX, TONAR, 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 other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates affiliates or other related entities may engage in transactions that affect the calculation of the Base Rate, any Benchmark, the Eurocurrency Term SOFR Reference Rate, any RFR, Term SOFR, XXXXX, XXXXXAdjusted 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 BorrowersBorrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Rate, the Eurocurrency Term SOFR Reference Rate, any RFR, Term SOFR, XXXXX, TONAR, Adjusted Term SOFR or any other Benchmark, any component definition thereof or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowersBorrower, any Bank 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.
Appears in 1 contract
Samples: Term Loan and Security Agreement (DXP Enterprises Inc)
Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, XXXXX, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or with respect to any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) ), as it may or may not be adjusted pursuant to Section 2.12(b), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, TONAR, 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 other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of the Base Term SOFR Reference Rate, any Benchmark, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, XXXXXTerm SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the BorrowersBorrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, TONAR, or any other Benchmark, any component definition thereof or rates referenced referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowersBorrower, any Bank 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.
Appears in 1 contract
Rates. The interest rate on Loans denominated in Dollars may be determined by reference to a benchmark rate that is, or may in the future become, the subject of regulatory reform or cessation. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, the Eurocurrency Term SOFR Reference Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, XXXXX, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or any alternative, successor or replacement rate thereto (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, Daily Simple SOFR, Adjusted Daily Simple SOFR, the Eurocurrency Term SOFR Reference Rate, any RFR, SOFR, XXXXX, TONAR, Adjusted Term SOFR or 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 other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates affiliates or other related entities may engage in transactions that affect the calculation of the Base Rate, any BenchmarkDaily Simple SOFR, Adjusted Daily Simple SOFR, the Eurocurrency Term SOFR Reference Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, XXXXX, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, the Eurocurrency Term SOFR Reference Rate, any RFR, SOFR, XXXXX, TONAR, Adjusted Term SOFR or Term SOFR or any other Benchmark, any component definition thereof or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrowersany Borrower, any Bank 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. The Administrative Agent will, in keeping with industry practice, continue using its current rounding practices in connection with the Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR. In connection with the use or administration of Daily Simple SOFR and Term SOFR, the Administrative Agent will, in consultation with the Administrative Borrower, 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 Administrative Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Daily Simple SOFR and Term SOFR.
Appears in 1 contract
Samples: Credit and Security Agreement (AvidXchange Holdings, Inc.)
Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, XXXXX, Term SOFR or any other Benchmark, any component definition thereof or rates referenced referred to in the definition thereof thereof, or with respect to any alternative, successor or replacement rate thereto (including any then-current Benchmark or any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) ), as it may or may not be adjusted pursuant to Section 2.20, will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, TONAR, 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 or any other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates affiliates or other related entities may engage in transactions that affect the calculation of the Base Term SOFR Reference Rate, any Benchmark, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, XXXXXTerm SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the BorrowersCompany. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, TONAR, or any other Benchmark, any component definition thereof or rates referenced referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowersCompany, any Bank 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.
Appears in 1 contract
Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, XXXXX, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or with respect to any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) ), as it may or may not be adjusted pursuant to Section 2.06(c), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, TONAR, 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 other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of the Base Term SOFR Reference Rate, any Benchmark, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, XXXXXTerm SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the BorrowersBorrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, TONAR, or any other Benchmark, any component definition thereof or rates referenced referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowersBorrower, any Bank 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. In connection with the use or administration of Term SOFR, 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 Term SOFR.
Appears in 1 contract
Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, XXXXX, Term SOFR or any other Benchmark, any component definition thereof or rates referenced referred to in the definition thereof thereof, or with respect to any alternative, successor or replacement rate thereto (including any then- current Benchmark or any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) ), as it may or may not be adjusted pursuant to Section 2.20(2)(b), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, TONAR, 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 or any other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates affiliates or other related entities may engage in transactions that affect the calculation of the Base Term SOFR Reference Rate, any BenchmarkAdjusted Term SOFR, the Eurocurrency RateTerm SOFR, any RFR, SOFR, XXXXX, XXXXX, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the Borrowersa Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, TONAR, or any other Benchmark, any component definition thereof or rates referenced referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrowersany Borrower, any Bank Lender 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 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.”
Appears in 1 contract
Samples: Ulta Beauty, Inc.
Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, XXXXX, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or with respect to any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) ), as it may or may not be adjusted pursuant to Section 2.17(c), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, TONAR, 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 other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of the Base Term SOFR Reference Rate, any Benchmark, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, XXXXXTerm SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the BorrowersBorrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, TONAR, or any other Benchmark, any component definition thereof or rates referenced referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowersBorrower, any Bank 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.
Appears in 1 contract
Samples: Senior Unsecured Credit Agreement (Choice Hotels International Inc /De)
Rates. The Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Adjusted Base Rate, the Eurocurrency Term SOFR Reference Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, XXXXX, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacementbenchmark replacement determined pursuant to Annex 1 attached hereto), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacementsuch benchmark replacement rate) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Adjusted Base Rate, the Eurocurrency Term SOFR Reference Rate, any RFR, Adjusted Term SOFR, XXXXX, TONAR, Term SOFR or any other Benchmark (as defined in Annex 1) prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Benchmark Replacement Conforming Changes or any other alternative, successor or replacement rate pursuant to the terms of this Agreement(as defined in Annex 1). The Agent and its Affiliates affiliates or other related entities may engage in transactions unrelated to this Agreement and the other Loan Documents that affect the calculation of the Adjusted Base Rate, any Benchmark, the Eurocurrency Term SOFR Reference Rate, any RFR, Term SOFR, XXXXX, XXXXXAdjusted Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacementsuch benchmark replacement rate) or any relevant adjustments thereto, in each case, in a manner adverse to the BorrowersBorrowers (provided that, for the avoidance of doubt, nothing in this sentence shall modify or supersede the express terms of this Agreement and the other Loan Documents (including, without limitation, Section 14)). The Agent may select information sources or services in its reasonable discretion to ascertain the Adjusted Base Rate, the Eurocurrency Term SOFR Reference Rate, any RFR, Term SOFR, XXXXX, TONAR, Adjusted Term SOFR or any Benchmark, any component definition thereof or rates referenced in the definition thereofother benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrowers, any Bank Lender 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 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.
Appears in 1 contract
Samples: Loan and Security Agreement (Vintage Wine Estates, Inc.)
Rates. The Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, XXXXX, Term SOFR or any other Benchmark, any component definition thereof or rates referenced referred to in the definition thereof thereof, or with respect to any alternative, successor or replacement rate thereto (including any then-current Benchmark or any Benchmark Replacement) (other than, for the avoidance of doubt, Agent’s obligation to determine any Benchmark Replacement in accordance with this Agreement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) ), as it may or may not be adjusted pursuant to Section 2.12(d)(iii), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, TONAR, 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 (other than, for the avoidance of doubt, with respect to its obligation to implement any Conforming Changes that Agent decides may be appropriate or any other alternative, successor or replacement rate pursuant to the terms of reasonably necessary in accordance with this Agreement). The Agent and its Affiliates affiliates or other related entities may engage in transactions that affect the calculation of the Base Term SOFR Reference Rate, any Benchmark, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, XXXXXTerm SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the Borrowersa Borrower. The Agent may select information sources or services in its reasonable discretion to ascertain the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, TONAR, or any other Benchmark, any component definition thereof or rates referenced referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrowersany Borrower, any Bank 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.
Appears in 1 contract
Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Adjusted Term SOFR Index Rate, Term SOFR, any Adjusted Daily Simple RFR, the Eurocurrency Rate, the Adjusted Eurocurrency Rate or any RFR, SOFR, XXXXX, XXXXX, any other Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or any alternative, successor or replacement rate thereto (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, Adjusted Term SOFR, Adjusted Term SOFR Index Rate, Term SOFR, any Adjusted Daily Simple RFR, the Eurocurrency Rate, any RFRthe Adjusted Eurocurrency Rate, SOFR, XXXXX, TONAR, such Benchmark 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 other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates affiliates or other related entities may engage in transactions that affect the calculation of the Base Rate, any Rate or a Benchmark, the Eurocurrency Rate, any RFR, SOFR, XXXXX, XXXXX, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the BorrowersBorrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Rate, the Eurocurrency Rate, any RFR, SOFR, XXXXX, TONAR, or any Benchmark, any component definition thereof or rates referenced referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowersBorrower, any Bank 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.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Strategic Education, Inc.)
Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Alternate Base Rate, the Eurocurrency Term SOFR Reference Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, XXXXX, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or any alternative, successor or replacement rate thereto (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 Alternate Base Rate, the Eurocurrency Term SOFR Reference Rate, any RFR, Adjusted Term SOFR, XXXXX, TONAR, 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 other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates affiliates or other related entities may engage in transactions that affect the calculation of the Alternate Base Rate, any Benchmark, the Eurocurrency Term SOFR Reference Rate, any RFR, Adjusted Term SOFR, XXXXX, XXXXXTerm 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 BorrowersBorrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Alternate Base Rate, the Eurocurrency Term SOFR Reference Rate, any RFR, Adjusted Term SOFR, XXXXX, TONARTerm SOFR or any other Benchmark, or any Benchmark, any component definition thereof or rates referenced referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowersBorrower, any Lender, any Fronting Bank 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 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.
Appears in 1 contract
Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Alternate Base Rate, the Eurocurrency Term SOFR Reference Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, XXXXX, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or any alternative, successor or replacement rate thereto (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 1006536826v43 equivalence of, or have the same volume or liquidity as, the Alternate Base Rate, the Eurocurrency Term SOFR Reference Rate, any RFR, Adjusted Term SOFR, XXXXX, TONAR, 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 other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates affiliates or other related entities may engage in transactions that affect the calculation of the Alternate Base Rate, any Benchmark, the Eurocurrency Term SOFR Reference Rate, any RFR, Adjusted Term SOFR, XXXXX, XXXXXTerm 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 BorrowersBorrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Alternate Base Rate, the Eurocurrency Term SOFR Reference Rate, any RFR, Adjusted Term SOFR, XXXXX, TONARTerm SOFR or any other Benchmark, or any Benchmark, any component definition thereof or rates referenced referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowersBorrower, any Bank 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.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Spirit Airlines, Inc.)
Rates. The Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, XXXXX, Term SOFR or any other Benchmark, any component definition thereof or rates referenced referred to in the definition thereof thereof, or with respect to any alternative, successor or replacement rate thereto (including any then-current Benchmark or any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) ), as it may or may not be adjusted pursuant to Section 2.12(d)(iii), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, TONAR, 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 or any other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Agent and its Affiliates affiliates or other related entities may engage in transactions that affect the calculation of the Base Term SOFR Reference Rate, any Benchmark, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, XXXXXTerm SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the Borrowersa Borrower. The Agent may select information sources or services in its reasonable discretion to ascertain the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, TONARor Term SOFR, or any other Benchmark, any component definition thereof or rates referenced referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrowersany Borrower, any Bank 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.
Appears in 1 contract
Rates. The interest rate on Loans denominated in U.S. Dollars may be determined by reference to a benchmark rate that is, or may in the future become, the subject of regulatory reform or cessation. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, the Eurocurrency Term SOFR Reference Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, XXXXX, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or any alternative, successor or replacement rate thereto (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, Daily Simple SOFR, Adjusted Daily Simple SOFR, the Eurocurrency Term SOFR Reference Rate, any RFR, Adjusted Term SOFR, XXXXX, TONAR, 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 other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates affiliates or other related entities may engage in transactions that affect the calculation of the Base Rate, any BenchmarkDaily Simple SOFR, Adjusted Daily Simple SOFR, the Eurocurrency Term SOFR Reference Rate, any RFR, Term SOFR, XXXXX, XXXXXAdjusted 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 BorrowersBorrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, the Eurocurrency Term SOFR Reference Rate, any RFR, Term SOFR, XXXXX, TONAR, Adjusted Term SOFR or any other Benchmark, any component definition thereof or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowersBorrower, any Bank 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. In connection with the use or administration of Daily Simple SOFR and Term SOFR, the Administrative Agent will have the right, in consultation with the Borrower, 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 Daily Simple SOFR and Term SOFR.
Appears in 1 contract
Samples: Credit Agreement (Alpine Income Property Trust, Inc.)
Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, XXXXX, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or with respect to any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) ), as it may or may not be adjusted pursuant to Section 2.13(c), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, TONAR, 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 other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of the Base Term SOFR Reference Rate, any Benchmark, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, XXXXXTerm SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the BorrowersBorrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, TONAR, or any other Benchmark, any component definition thereof or rates referenced referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowersBorrower, any Bank 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.
Appears in 1 contract
Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Rate, the Eurocurrency Term SOFR Reference Rate, any RFR, Adjusted Term SOFR, XXXXXTerm SOFR or the EURIBOR Rate, XXXXX, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or any alternative, successor or replacement rate thereto (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 Eurocurrency Term SOFR Reference Rate, any RFR, Adjusted Term SOFR, XXXXXTerm SOFR, TONAR, the EURIBOR Rate 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 other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates affiliates or other related entities may engage in transactions that affect the calculation of the Base Rate, any Benchmarkthe Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR, the Eurocurrency Rate, any RFR, SOFR, XXXXX, XXXXX, EURIBOR Rate any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the BorrowersCompany. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Rate, the Eurocurrency Term SOFR Reference Rate, any RFR, Term SOFR, XXXXXAdjusted Term SOFR, TONAR, the EURIBOR Rate or any other Benchmark, any component definition thereof or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowersCompany, any 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 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.
Appears in 1 contract
Samples: Credit Agreement (Amgen Inc)
Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Rate, €STR, the Eurocurrency EURIBO Rate, any RFRthe Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, XXXXX, XXXXX, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or any alternative, successor or replacement rate thereto (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 Eurocurrency €STR, the EURIBO Rate, any RFRthe Term SOFR Reference Rate, Adjusted Term SOFR, XXXXX, TONAR, 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 other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates affiliates or other related entities may engage in transactions that affect the calculation of the Base Rate, any Benchmark€STR, the Eurocurrency EURIBO Rate, any RFRthe Term SOFR Reference Rate, Term SOFR, XXXXX, XXXXXAdjusted 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 BorrowersBorrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Rate, €STR, the Eurocurrency EURIBO Rate, any RFRthe Term SOFR Reference Rate, Term SOFR, XXXXX, TONAR, Adjusted Term SOFR or any other Benchmark, any component definition thereof or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowersBorrower, any Bank 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.and
Appears in 1 contract
Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Alternate Base Rate, the Eurocurrency Term SOFR Reference Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, XXXXX, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or any alternative, successor or replacement rate thereto (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 Alternate Base Rate, the Eurocurrency Term SOFR Reference Rate, any RFR, Adjusted Term SOFR, XXXXX, TONAR, 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 other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates affiliates or other related entities may engage in transactions that affect the calculation of the Alternate Base Rate, any Benchmark, the Eurocurrency Term SOFR Reference Rate, any RFR, Term SOFR, XXXXX, XXXXXAdjusted 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 Borrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Alternate Base Rate, the Eurocurrency Term SOFR Reference Rate, any RFR, Term SOFR, XXXXX, TONARAdjusted Term SOFR or any other Benchmark, or any Benchmark, any component definition thereof or rates referenced referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrowers, any Bank 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.
Appears in 1 contract
Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, XXXXX, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or with respect to any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) ), as it may or may not be adjusted pursuant to Section 3.03(c), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, TONAR, 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 other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of the Base Term SOFR Reference Rate, any Benchmark, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, XXXXXTerm SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the BorrowersBorrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, TONARor Term SOFR, or any other Benchmark, any component definition thereof or rates referenced referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowersBorrower, any Bank 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. In connection with the use or administration of Term SOFR, the Administrative Agent will, in consultation with the Borrower, 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 Term SOFR.
Appears in 1 contract
Samples: Credit Agreement (Aar Corp)
Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability (except as provided herein) with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the 750499896 22723957 751700376 22723957 Base Rate, the Eurocurrency Term SOFR Reference Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, XXXXX, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or any alternative, successor or replacement rate thereto (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 Eurocurrency Term SOFR Reference Rate, any RFR, Adjusted Term SOFR, XXXXX, TONAR, 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 other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates affiliates or other related entities may engage in transactions that affect the calculation of the Base Rate, any Benchmark, the Eurocurrency Term SOFR Reference Rate, any RFR, Term SOFR, XXXXX, XXXXXAdjusted 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 BorrowersBorrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Rate, the Eurocurrency Term SOFR Reference Rate, any RFR, Term SOFR, XXXXX, TONAR, Adjusted Term SOFR or any other Benchmark, any component definition thereof or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowersBorrower, any Bank 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.
Appears in 1 contract
Rates. Upon the occurrence of a Benchmark Transition Event or a SOFR Early Opt-in, Section 3.03 provides the mechanism for determining an alternative rate of interest. The Administrative Agent will promptly notify the Borrower, pursuant to Section 3.03, of any change to the reference rate upon which the interest rate on Eurodollar Loans is based. The Administrative Agent does not warrant or warrant, nor accept responsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to (a) the continuation of, administration ofadministration, submission of, calculation of or any other matter related to the Base Rate, the Eurocurrency Rate, any RFR, SOFR, XXXXX, XXXXX, any Benchmark, any component definition thereof or rates referenced in the definition thereof of “Eurodollar 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 of such rates rate (including, without limitation, any Benchmark Replacement Successor Rate) (or any component of any of the foregoing) or the effect of any of the foregoing, or of any Benchmark Replacement Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions or other activities that affect any reference rate referred to herein, or any 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 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 Eurocurrency Rate, any RFR, SOFR, XXXXX, TONAR, 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 other alternative, successor or replacement rate pursuant to the terms of this Agreement. The Agent and its Affiliates may engage in transactions that affect the calculation of the Base Rate, any Benchmark, the Eurocurrency Rate, any RFR, SOFR, XXXXX, XXXXX, any alternative, successor or replacement rate (including any Benchmark Replacementforegoing) or any relevant related spread or other adjustments thereto, in each case, in a manner adverse to the BorrowersBorrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Rateany reference rate referred to herein or any alternative, the Eurocurrency Ratesuccessor or replacement rate (including, without limitation, any RFR, SOFR, XXXXX, TONAR, Successor Rate) (or any Benchmark, component of any component definition thereof or rates referenced in of the definition thereofforegoing), in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowersBorrower, any Bank 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 other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof) provided by any such information source or service.
Appears in 1 contract
Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to SOFR, the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, XXXXX, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or with respect to any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) ), as it may or may not be adjusted pursuant to Section 3.03(c), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, SOFR, the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, TONAR, 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 other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of SOFR, the Base Term SOFR Reference Rate, any Benchmark, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, XXXXXor Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the BorrowersBorrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain SOFR, the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, TONAR, or any other Benchmark, any component definition thereof or rates referenced referred to in the definition thereof, in each case pursuant to the terms of this Credit Agreement, and shall have no liability to the BorrowersBorrower, any Bank 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.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Healthcare Realty Holdings, L.P.)
Rates. The Term Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Rate, the Eurocurrency Term SOFR Reference Rate, any RFR, Adjusted Term SOFR Rate or Term SOFR, XXXXX, XXXXX, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or any alternative, successor or replacement rate thereto (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 Eurocurrency Term SOFR Reference Rate, any RFRAdjusted Term SOFR Rate, SOFR, XXXXX, TONAR, 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 other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Term Agent and its Affiliates affiliates or other related entities may engage in transactions that affect the calculation of the Base Rate, any Benchmark, the Eurocurrency Term SOFR Reference Rate, any RFR, Term SOFR, XXXXX, XXXXXAdjusted Term SOFR Rate, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the BorrowersBorrower. The Term Agent may select information sources or services in its reasonable sole discretion to ascertain the Base Rate, the Eurocurrency Term SOFR Reference Rate, any RFR, Adjusted Term SOFR Rate or Term SOFR, XXXXX, TONAR, or any other Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowersBorrower, any Bank Term 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.. 138
Appears in 1 contract
Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABR, the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, XXXXX, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or any alternative, successor or replacement rate thereto (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, ABR, the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, TONAR, 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 other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates affiliates or other related entities may engage in transactions that affect the calculation of ABR, the Base Term SOFR Reference Rate, any Benchmark, the Eurocurrency Rate, any RFR, Term SOFR, XXXXX, XXXXXAdjusted 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 Borrowers. The Administrative Agent may select information sources or services in its reasonable discretion taking into consideration any evolving or then-prevailing market convention for determining such information sources or services to ascertain ABR, the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Term SOFR, XXXXX, TONAR, Adjusted Term SOFR or any other Benchmark, any component definition thereof or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrowers, any Bank 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.
Appears in 1 contract
Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Alternate Base Rate, the Eurocurrency Term SOFR Reference Rate, any RFRAdjusted Term SOFR, Term SOFR, SOFR, XXXXX, XXXXX, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or any alternative, successor or replacement rate thereto (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 Alternate Base Rate, the Eurocurrency Term SOFR Reference Rate, any RFRAdjusted Term SOFR, Term SOFR, SOFR, XXXXX, TONAR, 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 other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates affiliates or other related entities may engage in transactions that affect the calculation of the Alternate Base Rate, any Benchmark, the Eurocurrency Term SOFR Reference Rate, any RFRTerm SOFR, Adjusted Term SOFR, SOFR, XXXXX, XXXXX, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the BorrowersBorrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Alternate Base Rate, the Eurocurrency Term SOFR Reference Rate, any RFRTerm SOFR, Adjusted Term SOFR, SOFR, XXXXX, TONAR, or any other Benchmark, any component definition thereof or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowersBorrower, any Bank 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.
Appears in 1 contract
Samples: Uncommitted Credit Agreement (Par Pacific Holdings, Inc.)
Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Alternate Base Rate, the Eurocurrency Term SOFR Reference Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, XXXXX, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or any alternative, successor or replacement rate thereto (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 Alternate Base Rate, the Eurocurrency Term SOFR Reference Rate, any RFR, Adjusted Term SOFR, XXXXX, TONAR, 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 other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates affiliates or other related entities may engage in transactions that affect the calculation of the Alternate Base Rate, any Benchmark, the Eurocurrency Term SOFR Reference Rate, any RFR, Adjusted Term SOFR, XXXXX, XXXXXTerm 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 BorrowersBorrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Alternate Base Rate, the Eurocurrency Term SOFR Reference Rate, any RFR, Adjusted Term SOFR, XXXXX, TONARTerm SOFR or any other Benchmark, or any Benchmark, any component definition thereof or rates referenced referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowersBorrower, any 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 whetherin tort, contract or contractor 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.
Appears in 1 contract
Samples: Credit Agreement (Avista Corp)
Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to to, (a) the continuation of, administration of, -44- 4147-6459-6034 submission of, calculation of or any other matter related to the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, XXXXX, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or with respect to any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) ), as it may or may not be adjusted pursuant to Section 2.11(c), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, TONAR, 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 other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of the Base Term SOFR Reference Rate, any Benchmark, the Eurocurrency Rate, any RFR, Adjusted Term SOFR, XXXXX, XXXXXTerm SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the BorrowersBorrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Term SOFR Reference Rate, the Eurocurrency Rate, any RFR, Adjusted Term SOFR or Term SOFR, XXXXX, TONAR, or any other Benchmark, any component definition thereof or rates referenced referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowersBorrower, any Bank 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..
Appears in 1 contract
Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Rate, the Eurocurrency Rate, any RFRAdjusted Daily Simple SOFR, SOFR, XXXXXthe Term SOFR Reference Rate, XXXXXAdjusted Term SOFR or Term SOFR, any Benchmark, or any component definition thereof or rates referenced referred to in the definition thereof thereof, or with respect to any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) ), as it may or may not be adjusted pursuant to Section 5.2.(b), 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 Eurocurrency Rate, any RFRAdjusted Daily Simple SOFR, SOFR, XXXXXthe Term SOFR Reference Rate, TONARAdjusted 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 or any other alternative, successor or replacement rate pursuant to the terms of this AgreementChanges. The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of the Base Rate, any Benchmark, the Eurocurrency Rate, any RFRAdjusted Daily Simple SOFR, SOFR, XXXXXthe Term SOFR Reference Rate, XXXXXAdjusted Term SOFR, or Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the BorrowersBorrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Rate, the Eurocurrency Rate, any RFRAdjusted Daily Simple SOFR, SOFR, XXXXXthe Term SOFR Reference Rate, TONARAdjusted Term SOFR or Term SOFR, or any other Benchmark, any component definition thereof or rates referenced referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowersBorrower, any Bank 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..
Appears in 1 contract
