Common use of Rates Clause in Contracts

Rates. The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurodollar Rate” or with respect to any comparable or successor rate thereto.

Rates. The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to to, the administration, submission or any other matter related to the rates in the definition of “Eurodollar Base Rate” or with respect to any comparable or successor rate thereto.

Rates. The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurodollar Rate” or with respect to any comparable rate that is an alternative or replacement for or successor rate theretoto any of such rates (including, without limitation, any LIBOR Successor Rate) or the effect of any of the foregoing, or of any LIBOR Successor Rate Conforming Changes.

Rates. The Administrative Agent does not warrantwarrant or accept responsibility for, nor accept responsibility, nor and shall the Administrative Agent not have any liability with respect to to, the administration, submission or any other matter related to the rates in the definition of “Eurodollar Rate” or with respect to any comparable or successor rate thereto”.

Rates. The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurodollar Rate” or with respect to any comparable or successor rate thereto; provided that the foregoing shall not apply to any liability arising out of the bad faith, willful misconduct or gross negligence of the Administrative Agent.

Rates. The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurodollar Rate” or with respect to any comparable rate that is an alternative or replacement for or successor to any of such rate thereto(including, without limitation, any LIBOR Successor Rate) or the effect of any of the foregoing, or of any LIBOR Successor Rate Conforming Changes.

Rates. The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to to, the administration, submission or any other matter related to the rates in the definition of “Eurodollar Eurocurrency Base Rate” or with respect to any comparable or successor rate thereto.

Rates. The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission submission, or any other matter related to the rates in the definition of “Eurodollar Rate” Eurocurrency Rate or with respect to any comparable or successor rate thereto.

Rates. The Administrative Agent does not warrantwarrant or accept responsibility for, nor accept responsibility, nor and shall the Administrative Agent not have any liability with respect to the to, administration, submission or any other matter related to the rates in the definition of “Eurodollar Rate” or with respect to any comparable or successor rate thereto”.

Rates. The Administrative Agent does not warrantwarrant or accept responsibility for, nor accept responsibility, nor and shall the Administrative Agent not have any liability with respect to to, the administration, submission or any other matter related to the rates in the definition of “Eurodollar Base Rate” or with respect to any comparable or successor rate thereto”.

Rates. The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurodollar Base Rate” or with respect to any comparable or successor rate theretothereto (it being understood and agreed that the foregoing shall not derogate from the Administrative Agent’s responsibilities in fulfilling its obligations under this Agreement).

Rates. The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurodollar Rate” or with respect to any comparable rate that is an alternative or replacement for or successor to any such rate thereto(including, without limitation, any LIBOR Successor Rate) or the effect of any of the foregoing, or of any LIBOR Successor Rate Conforming Changes.

Rates. The Administrative Agent does not warrantwarrant or accept responsibility for, nor accept responsibility, nor and shall the Administrative Agent not have any liability with respect to to, (i) the administration, submission or any other matter related to the rates in the definition of “Eurodollar Base Rate” or with respect to any comparable rate that is an alternative or replacement for or successor to any such rate thereto(including, without limitation, any Benchmark Replacement) (ii) any Benchmark Replacement Conforming Changes or (iii) the effect of any of the foregoing.

Rates. The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurodollar Eurocurrency Rate” or with respect to any comparable or successor rate thereto.

Rates. The Administrative Agent does not warrantwarrant or accept responsibility for, nor accept responsibility, nor and shall the Administrative Agent not have any liability with respect to to, the administration, submission or any other matter related to the rates in the definition of “Eurodollar Base Rate” or with respect to any comparable rate that is an alternative or replacement for or successor to any such rate thereto(including, without limitation, any Benchmark Replacement) or the effect of any of the foregoing, or of any Benchmark Replacement Conforming Changes.

Rates. The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to to, the administration, submission submission, or any other matter related to the rates specified in the definition of “Eurodollar Rate” in Section 1.01, or with respect to any comparable or successor rate thereto.

Rates. The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to to, the administration, submission or any other matter related to the rates in the definition of “Eurodollar Rate” or with respect to any comparable or successor rate thereto.

Rates. The Administrative Agent does not warrantwarrant or accept responsibility for, nor accept responsibility, nor and shall the Administrative Agent not have any liability with respect to to, the administration, submission or any other matter related to the rates in the definition of “LIBOR” or “Eurodollar Rate” or with respect to any comparable or successor rate thereto”.

Rates. The Administrative Agent does not warrantwarrant or accept responsibility for, nor accept responsibility, nor and shall the Administrative Agent not have any liability with respect to to, the administration, submission or any other matter related to the rates in the definition of “Eurodollar Base Rate” or “LIBOR Market Index Rate” or with respect to any comparable rate that is an alternative or replacement for or successor to any such rate thereto(including, without limitation, any Benchmark Replacement) or the effect of any of the foregoing, or of any Benchmark Replacement Conforming Changes.

Rates. The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to to, the administration, submission or any other matter related to the rates in the definition of “"Eurodollar Base Rate” " or with respect to any comparable or successor rate thereto.

Rates. The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurodollar Eurocurrency Rate” or with respect to any comparable rate that is an alternative or replacement for or successor to any of such rate thereto(including any LIBOR Successor Rate) or the effect of any of the foregoing, or of any LIBOR Successor Rate Conforming Changes.

Rates. The Administrative Agent does not warrantwarrant or accept responsibility for, nor accept responsibility, nor and shall the Administrative Agent not have any liability with respect to to, the administration, submission or any other matter related to the rates in the definition of “Eurodollar Rate” or with respect to any comparable rate that is an alternative or replacement for or successor to any such rate thereto(including, without limitation, any Benchmark Replacement) or the effect of any of the foregoing, or of any Benchmark Replacement Conforming Changes.

Rates. The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to to, the administration, submission or any other matter related to the rates in the definition of “"Eurodollar Base Rate” " or with respect to any comparable or successor rate thereto.

Rates. The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurodollar Rate” or with respect to any comparable rate that is an alternative or replacement for or successor to any of such rate thereto.(including, without limitation, any LIBOR Successor Rate) or the effect of any of the foregoing, or of any LIBOR Successor Rate Conforming Changes. ARTICLE II

Rates. The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurodollar Eurocurrency Base Rate” or with respect to any comparable rate that is an alternative or replacement for or successor rate theretoto any of such rates (including, without limitation, any Successor Rate) or the effect of any of the foregoing, or of any Successor Rate Conforming Changes.

Rates. The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurodollar Rate” or with respect to any comparable rate that is an alternative or replacement for or successor rate theretoto any of such rates (including any Benchmark Replacement) or the effect of any of the foregoing, or of any Benchmark Replacement Conforming Changes.

Rates. The Administrative Agent does not warrantwarrant or accept responsibility for, nor accept responsibility, nor and shall the Administrative Agent not have any liability with respect to to, the administration, submission or any other matter related to the rates in the definition of “Daily Floating Eurodollar Rate” or with respect to any comparable or successor rate thereto“Fixed Period Eurodollar Rate”.

Rates. The Administrative Agent does not warrantwarrant or accept responsibility for, nor accept responsibility, nor and shall the Administrative Agent not have any liability with respect to to, the administration, submission or any other matter related to the rates in the definition of “Eurodollar Eurocurrency Rate” or with respect to any comparable rate that is an alternative or replacement for or successor to any such rate thereto(including any Benchmark Replacement) or the effect of any of the foregoing, or of any Benchmark Replacement Conforming Changes.

Rates. The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurodollar Rate” and “Daily LIBOR Rate” or with respect to any comparable or successor rate thereto.

Rates. The Administrative Agent does not warrantwarrant or accept responsibility for, nor accept responsibility, nor and shall the Administrative Agent not have any liability with respect to to, the administration, submission or any other matter related to the rates in the definition of “Eurodollar Eurocurrency Base Rate” or with respect to any comparable or successor rate thereto”.

Rates. The Administrative Agent does not warrantwarrant or accept responsibility for, nor accept responsibility, nor and shall the Administrative Agent not have any liability with respect to to, the administration, submission or any other matter related to the rates in the definition of “Eurodollar Eurocurrency Adjusted Base Rate,” “Eurocurrency Rate,” or with respect to any comparable rate that is an alternative or replacement for or successor to any such rate thereto(including, without limitation, any Benchmark Replacement) or the effect of any of the foregoing, or of any Benchmark Replacement Conforming Changes.

Rates. The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurodollar Eurocurrency Rate” or with respect to any comparable rate that is an alternative or replacement for or successor to any of such rate thereto.(including any LIBOR Successor Rate) or the effect of any of the foregoing, or of any LIBOR Successor Rate Conforming Changes. ARTICLE II

Rates. The Administrative Agent does not warrantwarrant or accept responsibility for, nor accept responsibility, nor and shall the Administrative Agent not have any liability with respect to to, the administration, submission or any other matter related to the rates in the definition definitions of “ABR”, “Eurodollar Base Rate” or with respect to any comparable or successor rate theretoand “LIBOR Market Index”.”

Rates. The Administrative Agent does not warrantwarrant or accept responsibility for, nor accept responsibility, nor and shall the Administrative Agent not have any liability with respect to to, the administration, submission or any other matter related to the rates in the definition of “Eurodollar Adjusted Eurocurrency Rate” or “BA Rate” or with respect to any comparable or successor rate thereto, or replacement rate therefor.

Rates. The Administrative Agent does not warrantwarrant or accept responsibility for, nor accept responsibility, nor and shall the Administrative Agent not have any liability with respect to to, the administration, submission or any other matter related to the rates in the definition of “Eurodollar Eurocurrency Rate” or with respect to any comparable rate that is an alternative or replacement for or successor to any such rate thereto(including, without limitation, any Replacement Rate).

Rates. The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurodollar Rate” or with respect to any comparable or successor rate thereto. (d) Article II of the Credit Agreement is amended by adding a new Section 2.17 to read as follows: CHAR1\1321930v7

Rates. The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurodollar Rate” or with respect to any comparable rate that is an alternative or replacement for or successor to any of such rate thereto(including any Benchmark Replacement) or the effect of any of the foregoing, or of any Benchmark Replacement Conforming Changes.

Rates. The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurodollar Rate” or with respect to any comparable rate that is in an alternative or replacement for or successor rate theretoto any of such rates (including, without limitation, any LIBOR Successor Rate) or the effect of any of the foregoing, or of any LIBOR Successor Rate Conforming Changes.”

Rates. The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to to, the administration, submission or any other matter related to the rates in the definition of “Eurodollar Eurocurrency Base Rate” or with respect to any comparable rate that is an alternative or replacement for or successor to any of such rate thereto(including any LIBOR Successor Rate) or the effect of any of the foregoing, or of any LIBOR Successor Rate Conforming Changes.

Rates. The Administrative Agent does not warrantwarrant or accept responsibility for, nor accept responsibility, nor and shall the Administrative Agent not have any liability with respect to to, the administration, submission or any other matter related to the rates rate in the definition of “Eurodollar Rate” or with respect to any comparable or successor rate thereto”.

Rates. The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to to, the administration, submission or any other matter related to the rates in the definition of “Eurodollar Eurocurrency Rate” or with respect to any comparable rate that is an alternative or replacement for or successor to any of such rate thereto(including any LIBOR Successor Rate) or the effect of any of the foregoing, or of any LIBOR Successor Rate Conforming Changes.

Rates. The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurodollar Eurocurrency Rate” or with respect to any comparable rate that is an alternative or replacement for or successor to any of such rate thereto(including any LIBOR Successor Rate) or the effect of any of the foregoing, or of any LIBOR Successor Rate Conforming Changes.” (g) Section 2.01(b) of the Credit Agreement is amended and restated in its entirety to read as follows:

Rates. The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurodollar Base Rate” or with respect to any comparable or successor rate thereto, except for the Administrative Agent’s obligations in this Agreement. SUBPART 2.3 Section 3.03 of the Existing Credit Agreement is hereby deleted in its entirety and replaced with the following:

Rates. The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to to, the administration, submission or any other matter related to the rates in the definition of “Eurodollar Eurocurrency Rate” or with respect to any comparable or successor rate thereto.

Rates. The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to underlying the determination of the published rates referenced in the definition of “Eurodollar Rate” or with respect to the administration, submission or any other matter underlying the determination of any comparable or successor rate thereto.

Rates. The Administrative Agent does not warrantwarrant or accept responsibility for, nor accept responsibility, nor and shall the Administrative Agent not have any liability with respect to to, the administration, submission or any other matter related to the rates in the definition of “Eurodollar Rate” or with respect to any comparable or successor rate thereto.”

Rates. The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurodollar Eurocurrency Rate” or with respect to any comparable or successor rate theretothereto (it being understood and agreed that the foregoing shall not derogate from the Administrative Agent’s responsibilities in fulfilling its obligations under this Agreement).

Rates. The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition definitions of “Eurodollar Rate” or “LIBOR Daily Floating Rate” or with respect to any comparable or successor rate thereto.

Rates. The Administrative Agent does not warrantwarrant or accept responsibility for, nor accept responsibility, nor and shall the Administrative Agent not have any liability with respect to to, the administration, submission or any other matter related to the rates rate in the definition of “Fixed Period Eurodollar Rate” or with respect to any comparable or successor rate thereto”.

Rates. The Administrative Agent does not warrantwarrant or accept responsibility for, nor accept responsibility, nor and shall the Administrative Agent not have any liability with respect to to, the administration, submission or any other matter related to the rates in the definition of “Eurodollar Rate” or with respect to any comparable or successor rate thereto.

Rates. The Administrative Agent does Agents do not warrantwarrant or accept responsibility for, nor accept responsibility, nor and shall the Administrative Agent not have any liability with respect to to, the administration, submission or any other matter related to the rates in the definition of “Eurodollar Eurocurrency Base Rate” or with respect to any comparable rate that is an alternative or replacement for or successor to any such rate thereto(including, without limitation, any Benchmark Replacement) or the effect of any of the foregoing, or of any Benchmark Replacement Conforming Changes.

Rates. The Administrative Agent does not warrantwarrant or accept responsibility for, nor accept responsibility, nor and shall the Administrative Agent not have any liability with respect to to, the administration, submission or any other matter related to the rates in the definition of “Eurodollar Rate” or with respect to any comparable rate that is an alternative or replacement for or successor to any such rate thereto(including any Benchmark Replacement) or the effect of any of the foregoing, or of any Benchmark Replacement Conforming Changes.

Rates. The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurodollar Rate” or with respect to any comparable rate that is in an alternative or replacement for or successor rate theretoto any of such rates (including, without limitation, any LIBOR Successor Rate) or the effect of any of the foregoing, or of any LIBOR Successor Rate Conforming Changes.

Rates. The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurodollar Euro-Dollar Rate” or “LIBOR Daily Floating Rate” or with respect to any comparable rate that is an alternative or replacement for or successor rate theretoto any of such rates (including, without limitation, any LIBOR Successor Rate) or the effect of any of the foregoing, or of any LIBOR Successor Rate Conforming Changes.

Rates. The Administrative Agent does not warrantwarrant or accept responsibility for, nor accept responsibility, nor and shall the Administrative Agent not have any liability with respect to to, the administration, submission submission, or any other matter related to the rates in the definition of of, or otherwise calculated in reference to, “Eurodollar Base Rate” or with respect to any comparable or successor rate thereto”.

Rates. The Administrative Agent does not warrantwarrant or accept responsibility for, nor accept responsibility, nor and shall the Administrative Agent not have any liability with respect to to, the administration, submission or any other matter related to the rates in the definition of “Eurodollar Eurdollar Rate” or with respect to any comparable or successor rate thereto”.

Rates. The Administrative Agent does not warrantwarrant or accept responsibility for, nor accept responsibility, nor and shall the Administrative Agent not have any liability with respect to to, the administration, submission or any other matter related to the rates in the definition of “Eurodollar Base Rate” or with respect to any comparable rate that is an alternative or replacement for or successor to any such rate thereto(including, without limitation, any Replacement Rate) or the effect of any of the foregoing, or of any Benchmark Replacement Conforming Changes.

Rates. The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission submission, or any other matter related to the rates in the definition of “Eurodollar Rate” EURIBOR Rate or with respect to any comparable or successor rate thereto.

Rates. The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to to, the administration, submission or any other matter related to the rates in the definition of “Eurodollar Rate” or with respect to any comparable rate that is an alternative or replacement for or successor to any of such rate thereto(including any LIBOR Successor Rate) or the effect of any of the foregoing, or of any LIBOR Successor Rate Conforming Changes.

Rates. The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurodollar Rate” or with respect to any comparable rate that is an alternative or replacement for or successor to any of such rate thereto.(including, without limitation, any Benchmark Replacement) or the effect of any of the foregoing, or of any Benchmark Replacement Conforming Changes. ARTICLE II

Rates. The Administrative Agent does not warrantwarrant or accept responsibility for, nor accept responsibility, nor and shall the Administrative Agent not have any liability with respect to to, the administration, submission or any other matter related to the rates in the definition of “Eurodollar Rate” or with respect to any comparable rate that is an alternative or replacement for or successor to any such rate thereto(including, without limitation, any Replacement Rate) or the effect of any of the foregoing, or of any Benchmark Replacement Conforming Changes.