Common use of Rates Clause in Contracts

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 ABR, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate or any other Benchmark, or any component definition thereof or rates referred to 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, ABR, any Daily Simple RFR, any Eurocurrency Rate, the 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 Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, any Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, 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.

Rates. In the event that any then-current Benchmark is no longer available or in certain other circumstances set forth in Section 4.03 hereof, such Section 4.03 provides a mechanism for determining an alternative rate of interest. The Administrative Agent will notify the Borrowers, pursuant to Section 4.03 hereof, of any change to the reference rate upon which the interest rate on Term SOFR Loans and Alternate Base Rate Loans (when determined by reference to clause (iii) of the definition of “Alternate Base Rate”) is based. However, 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 ABR, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate or any other Benchmark, or any component definition thereof or rates referred to referenced in the definition thereof, thereof or with respect to any alternative, comparable or successor rate thereto, or replacement rate thereto thereof (including any then-current Benchmark or any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement reference rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 4.03, will be similar to, or produce the same value or economic equivalence ofof any other Benchmark, or have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate as did 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. The Administrative Agent and its affiliates Affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmark, 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 Borrowerone or more Loan Parties. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, any Benchmark, any component definition thereof or rates referred to referenced in the definition thereof, in each case pursuant to the terms of this Credit Agreement, and has and shall have no liability to the Borrowerany Loan Party, 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, 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.

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 ABR, any Daily Simple RFR, any Eurocurrency Reference Rate, the Adjusted Term SOFR Rate or any other Benchmark, or any component definition thereof or rates referred to referenced 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, any Daily Simple RFR, any Eurocurrency the Reference Rate, the 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. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a the Reference Rate, the Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, any the Reference Rate or the Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Credit Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct except to the extent such damages, costs, losses or actual damages resulting solely from expenses are caused by the Administrative Agent’s gross negligence, willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdictionfraud.

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 ABRAlternate Base Rate, any the Daily Simple RFR, any Eurocurrency Term SOFR, the CDO Rate, the Adjusted Term SOFR EURIBO Rate, the AUD Rate, the ▇▇▇▇▇ ▇▇▇▇, the ▇▇▇▇▇▇ Rate, the BKBM Rate or any other Benchmark, or any component definition thereof or rates referred to 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, ABRthe Alternate Base Rate, any the Daily Simple RFR, any Eurocurrency Term SOFR, the CDO Rate, the Adjusted Term SOFR EURIBO Rate, the AUD Rate, the ▇▇▇▇▇ ▇▇▇▇, the ▇▇▇▇▇▇ Rate, the BKBM Rate such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmarkthe Alternate Base Rate, the Daily Simple RFR, Term SOFR, the CDO Rate, the Adjusted EURIBO Rate, the AUD Rate, the ▇▇▇▇▇ ▇▇▇▇, the ▇▇▇▇▇▇ Rate, the BKBM 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 Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Alternate Base Rate, the Daily Simple RFR, Term SOFR, the CDO Rate, the Adjusted EURIBO Rate, the AUD Rate, the ▇▇▇▇▇ ▇▇▇▇, the ▇▇▇▇▇▇ Rate, the BKBM Rate or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, 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.

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 ABR, any Daily Simple RFR, any Eurocurrency the Term SOFR Reference Rate, the Adjusted Term SOFR Rate or any other BenchmarkTerm SOFR, or any component definition thereof or rates referred to 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, ABR, any Daily Simple RFR, any Eurocurrency the Term SOFR Reference Rate, the Adjusted Term SOFR, Term SOFR Rate such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a BenchmarkABR, the Term SOFR Reference Rate, Term SOFR, 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 BorrowerBorrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowerBorrowers, 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, 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.

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 ABR, any Daily Simple RFR, any Eurocurrency the Term SOFR Reference Rate, the Adjusted Term SOFR SOFR, Term SOFR, the EURIBO Rate or any other Benchmark, or any component definition thereof or rates referred to 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, ABR, any Daily Simple RFR, any Eurocurrency the Term SOFR Reference Rate, the Adjusted Term SOFR SOFR, Term SOFR, the EURIBO Rate such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the BorrowerBorrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, any Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowerBorrowers, 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, 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.

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 ABR, any Daily Simple RFRTerm SOFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate or any other Benchmark, or any component definition thereof or rates referred to 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, ABR, any Daily Simple RFRTerm SOFR, any Eurocurrency Rate, the 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 Conforming Changes, except, in the case of clauses (a) and (b), to the extent of liabilities resulting from the bad faith, gross negligence or willful misconduct of the Administrative Agent, as determined by a court of competent jurisdiction in a final and non-appealable judgment. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a BenchmarkABR, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, Term SOFR, or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct except to the extent of liabilities resulting from the bad faith, gross negligence or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent Agent, as determined by a final, court of competent jurisdiction in a final and non-appealable judgment of a court of competent jurisdictionjudgment.

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 administration, construction, calculation, publication, continuation, discontinuation, movement, or regulation of, administration of, submission of, calculation of or any other matter related to to, the ABR, any Daily Simple RFR, any Eurocurrency Alternate Base Rate, the Adjusted Term SOFR Rate or any other Benchmark, or any component definition thereof or rates referred to 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 as, ABR, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate such Benchmark as those referencing or underlying any other Benchmark prior to its discontinuance or unavailabilityrate, (b) the impact of any regulatory statements about, or actions taken with respect to any Benchmark (bor component thereof), (c) changes made by any administrator to the methodology used to calculate any Benchmark (or component thereof) or (d) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a the Alternate Base Rate, the Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent 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 ABRthe Alternate Base Rate, any the Benchmark, or any component definition thereof alternative, successor or rates referred to in the definition thereofreplacement rate (including any Benchmark Replacement), in each case pursuant to the terms of this Credit Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, 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.

Rates. (a) 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 ABRTerm SOFR Reference Rate, Term SOFR, any Adjusted Daily Simple RFR, any the Eurocurrency Rate, the Adjusted Term SOFR Eurocurrency Rate or any other Benchmark, or any component definition thereof or rates referred to in the definition 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, ABRthe Term SOFR Reference Rate, Term SOFR, any Adjusted Daily Simple RFR, any the Eurocurrency Rate, the Adjusted Term SOFR Rate Eurocurrency Rate, such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates Affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmark, 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 BorrowerBorrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, any Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowerBorrowers, 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, 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.

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 ABR, any Daily Simple RFR, any Eurocurrency Term SOFR Reference Rate, the Adjusted Term SOFR Rate or any other Benchmark, or any component definition thereof or rates referred to in the definition 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, ABR, any Daily Simple RFR, any Eurocurrency the Term SOFR Reference Rate, the Adjusted Term SOFR Rate such Benchmark or any other Benchmark Benchmark, prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmarkthe Term SOFR Reference Rate, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the a Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Term SOFR Reference Rate or Term SOFR, or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the any Borrower, any 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, 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.

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 ABR, any Daily Simple RFR, any Eurocurrency Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR Rate or any other Benchmark, or any component definition thereof or rates referred to referenced 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, any Daily Simple RFR, any Eurocurrency Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR Rate SOFR, Term SOFR, such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR the Base Rate or a Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Base Rate, any Benchmark, any component definition thereof or rates referred to referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, 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.

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 ABR, any Daily Simple RFR, any Eurocurrency Term SOFR Reference Rate, the Adjusted Term SOFR Rate or any other Benchmark, or any component definition thereof or rates referred to in the definition 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, ABR, any Daily Simple RFR, any Eurocurrency the Term SOFR Reference Rate, the Adjusted Term SOFR Rate such Benchmark or any other Benchmark Benchmark, prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates Affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmarkthe Term SOFR Reference Rate, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Term SOFR Reference Rate or Term SOFR, or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity 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, 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.

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 ABRBase Rate, any Daily Simple RFR, any Eurocurrency RateSOFR, the Adjusted Term SOFR Reference Rate or any other BenchmarkTerm SOFR, or any component definition thereof or rates referred to 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, ABR, any Daily Simple RFR, any Eurocurrency the Base Rate, the Adjusted Term SOFR Rate such Benchmark Reference Rate, Daily Simple SOFR, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmarkthe Base Rate, the Term SOFR Reference Rate, Daily Simple SOFR, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Base Rate, the Term SOFR Reference Rate, Daily Simple SOFR, Term SOFR or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, 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.

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 ABR, any Daily Simple RFR, any Eurocurrency Base Rate, the Adjusted Term SOFR Reference Rate or any other BenchmarkTerm SOFR, or any component definition thereof or rates referred to 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, ABR, any Daily Simple RFR, any Eurocurrency the Base Rate, the Adjusted Term SOFR Rate such Benchmark Reference Rate, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes; provided that the Administrative Agent shall remain liable for its obligations to the extent expressly set forth in this Agreement. The Administrative Agent Lender and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmarkthe Base Rate, the Term SOFR Reference Rate, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the BorrowerBorrowers. The Administrative Agent Lender may select information sources or services in its reasonable discretion to ascertain ABRthe Base Rate, the Term SOFR Reference Rate, Term SOFR or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender Borrowers 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, 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 jurisdictionservices.

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 ABR, any Daily Simple RFR, any Eurocurrency Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR SOFR, Term SOFR, the EURIBO Rate or any other Benchmark, or any component definition thereof or rates referred to 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, ABR, any Daily Simple RFR, any Eurocurrency Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR Rate SOFR, Term SOFR, the EURIBO Rate, such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR Base Rate or a Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the BorrowerBorrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRBase Rate, any Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the any Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, 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.

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 ABRAlternate Base Rate, any the Daily Simple RFR, any Eurocurrency RateTerm SOFR, Term ▇▇▇▇▇, the Adjusted Term SOFR EURIBO Rate or any other Benchmark, the AUD Rate or any component definition thereof or rates referred to 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, ABRthe Alternate Base Rate, any the Daily Simple RFR, any Eurocurrency Term SOFR, Term ▇▇▇▇▇, the Adjusted EURIBO Rate, the Adjusted Term SOFR AUD Rate such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmarkthe Alternate Base Rate, the Daily Simple RFR, Term SOFR, Term ▇▇▇▇▇, the Adjusted EURIBO Rate, the AUD 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 Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Alternate Base Rate, the Daily Simple RFR, Term SOFR, Term ▇▇▇▇▇, the Adjusted EURIBO Rate, the AUD Rate or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, 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.

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 ABR, any Daily Simple RFR, any Eurocurrency Alternate Base Rate, the Daily Simple RFR or the Adjusted Term SOFR Benchmark Rate or any other Benchmark, or any component definition thereof or rates referred to 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, ABRthe Alternate Base Rate, any the Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Benchmark Rate such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmarkthe Alternate Base Rate, the Daily Simple RFR, the Adjusted Term Benchmark 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 Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Alternate Base Rate, the Daily Simple RFR, the Adjusted Term Benchmark Rate or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, 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.

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 ABR, any Daily Simple RFR, any Eurocurrency the Term SOFR Reference Rate, the Adjusted Term SOFR Rate or any other BenchmarkTerm SOFR, or any component definition thereof or rates referred to 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, ABR, any Daily Simple RFR, any Eurocurrency the Term SOFR Reference Rate, the Adjusted Term SOFR, Term SOFR Rate such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a BenchmarkABR, the Term SOFR Reference Rate, Term SOFR, 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 Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, 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.

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 ABR, any Daily Simple RFR, any Eurocurrency Term SOFR Reference Rate, the Adjusted Daily One Month Term SOFR Rate or any other Benchmark, or any component definition thereof or rates referred to in the definition 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 1.7(c), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency the Term SOFR Reference Rate, the Adjusted Daily One Month Term SOFR Rate SOFR, such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates Affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmark, 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 Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, any Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, 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.

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 administration, construction, calculation, publication, continuation, discontinuation, movement, or regulation of, administration of, submission of, calculation of or any other matter related to to, the ABR, any Daily Simple RFR, any Eurocurrency Alternate Base Rate, the Adjusted Term SOFR Rate or any other Benchmark, or any component definition thereof or rates referred to 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 as, ABR, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate such Benchmark as those referencing or underlying any other Benchmark prior to its discontinuance or unavailabilityrate, (b) the impact of any regulatory statements about, or actions taken with respect to any Benchmark (bor component thereof), (c) changes made by any administrator to the methodology used to calculate any Benchmark (or component thereof) or (d) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a the Alternate Base Rate, the Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent 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 ABRthe Alternate Base Rate, any the Benchmark, or any component definition thereof alternative, successor or rates referred to in the definition thereofreplacement rate (including any Benchmark Replacement), in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, 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.

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 ABRBase Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, any Daily Simple RFR or Adjusted Daily Simple RFR, any the Eurocurrency Rate, the Adjusted Term SOFR Eurocurrency Rate or any other Benchmark, or any component definition thereof or rates referred to 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, ABRBase Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, any Daily Simple RFR or Adjusted Daily Simple RFR, any the Eurocurrency Rate, the Adjusted Term SOFR Rate Eurocurrency Rate, such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR the Base Rate or a Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Base Rate, any Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, 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.

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 ABR, any Daily Simple RFR, any Eurocurrency Base Rate, the Adjusted Term SOFR Reference Rate or any other BenchmarkTerm SOFR, or any component definition thereof or rates referred to 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, ABR, any Daily Simple RFR, any Eurocurrency Base Rate, the Adjusted Term SOFR Rate such Benchmark Reference Rate, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes (including, but not limited to, determining whether any Conforming Changes, if any, are necessary or advisable). The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a BenchmarkBase Rate, the Term SOFR Reference Rate, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent Required Lenders may select information sources or services (that shall be accessible by the Administrative Agent) in its their reasonable discretion to ascertain ABRBase Rate, the Term SOFR Reference Rate, Term SOFR or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and the Administrative Agent shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, 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.

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 ABR, any Daily Simple RFR, any Eurocurrency Alternate Base Rate, Term SOFR, the Adjusted Term SOFR Reference Rate or any other Benchmark, or any component definition thereof or rates referred to 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, ABRAlternate Base Rate, any Daily Simple RFRSOFR, any Eurocurrency RateTerm SOFR, the Adjusted Term SOFR Reference 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. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmarkthe Alternate Base Rate, Daily Simple SOFR, Term SOFR, the Term SOFR Reference 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 Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Alternate Base Rate, Daily Simple SOFR, Term SOFR, the Term SOFR Reference Rate or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, 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.

Rates. For 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 ABR, any Daily Simple RFR, any Eurocurrency Base Rate, the Adjusted Term SOFR Reference Rate, Term SOFR, the EURIBO Rate or any other Benchmark, or any component definition thereof or rates referred to 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, ABR, any Daily Simple RFR, any Eurocurrency Base Rate, the Adjusted Term SOFR Rate Reference Rate, Term SOFR, the EURIBO Rate, such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR Base Rate or a Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the BorrowerBorrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRBase Rate, any Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowerBorrowers, 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, 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.

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 ABRAlternate Base Rate, any the Daily Simple RFR, any Eurocurrency RateTerm SOFR, the Adjusted Term SOFR CDO Rate or any other Benchmark, the Adjusted EURIBO Rate or any component definition thereof or rates referred to 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, ABRthe Alternate Base Rate, any the Daily Simple RFR, any Eurocurrency Term SOFR, the CDO Rate, the Adjusted Term SOFR EURIBO Rate such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR the Alternate Base Rate, the Daily Simple RFR, Term SOFR, the CDO Rate, the Adjusted EURIBO Rate or a Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Alternate Base Rate, the Daily Simple RFR, Term SOFR, the CDO Rate, the Adjusted EURIBO Rate or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, 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.

Rates. The TCF 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 ABR, any Daily Simple RFR, any Eurocurrency Base Rate, the Adjusted Term SOFR Rate or any other Benchmark, or any component definition thereof or rates 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, any Daily Simple RFR, any Eurocurrency Base Rate, the 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 Conforming Changes. The TCF Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Base Rate, the Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The TCF Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, any Base Rate or the Benchmark, or any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Senior 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.

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 ABRAlternate Base Rate, any the Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate or any other Benchmark, or any component definition thereof or rates referred to 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, ABRthe Alternate Base Rate, any the Daily Simple RFR, any Eurocurrency Rate, the 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. The Administrative Agent and its affiliates Affiliates or other related entities may engage in transactions that affect the calculation of ABR the Alternate Base Rate, the Daily Simple RFR, the Adjusted Term SOFR or a any other Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Alternate Base Rate, the Daily Simple RFR, the Adjusted Term SOFR or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity 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, 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.

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 ABR, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate or any other Benchmark, or any component definition thereof or rates referred to 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, ABR, any Daily Simple RFR, any Eurocurrency Rate, the 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 Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmark, any alternative, successor or replacement rate [[6423235v.9]] (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, any Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, 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.

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 ABRBase Rate, any Daily Simple RFR€STR, any Eurocurrency the EURIBO Rate, the Term SOFR Reference Rate, Adjusted Term SOFR Rate or any other BenchmarkTerm SOFR, or any component definition thereof or rates referred to 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, ABR, any Daily Simple RFR, any Eurocurrency the Base Rate, the €STR, the EURIBO Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR Rate such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmarkthe Base Rate, €STR, the EURIBO Rate, the Term SOFR Reference Rate, Term SOFR, 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 Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Base Rate, €STR, the EURIBO Rate, the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, 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.and

Rates. In the event that any then-current Benchmark is no longer available or in certain other circumstances set forth in Section 4.03 hereof, such Section 4.03 provides a mechanism for determining an alternative rate of interest. The Administrative Agent will notify the Borrowers, pursuant to Section 4.03 hereof, of any change to the reference rate upon which - 44 - the interest rate on Term SOFR Loans and Alternate Base Rate Loans (when determined by reference to clause (iii) of the definition of “Alternate Base Rate”) is based. However, 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 ABR, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate or any other Benchmark, or any component definition thereof or rates referred to referenced in the definition thereof, thereof or with respect to any alternative, comparable or successor rate thereto, or replacement rate thereto thereof (including any then-current Benchmark or any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement reference rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 4.03, will be similar to, or produce the same value or economic equivalence ofof any other Benchmark, or have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate as did 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. The Administrative Agent and its affiliates Affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmark, 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 Borrowerone or more Loan Parties. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, any Benchmark, any component definition thereof or rates referred to referenced in the definition thereof, in each case pursuant to the terms of this Credit Agreement, and has and shall have no liability to the Borrowerany Loan Party, 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, 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.

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 ABR, any Daily Simple RFR, any Eurocurrency Prime Rate, the Term ▇▇▇▇▇, Daily Compounded ▇▇▇▇▇, Adjusted Term SOFR Rate or any other Benchmark▇▇▇▇▇, Adjusted Daily Compounded ▇▇▇▇▇ or any component definition thereof or rates referred to 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, ABR, any Daily Simple RFR, any Eurocurrency the Prime Rate, the Term ▇▇▇▇▇, Daily Compounded ▇▇▇▇▇, Adjusted Term SOFR Rate such Benchmark ▇▇▇▇▇, Adjusted Daily Compounded ▇▇▇▇▇ or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR the Prime Rate, Term ▇▇▇▇▇, Daily Compounded ▇▇▇▇▇, Adjusted Term ▇▇▇▇▇, Adjusted Daily Compounded ▇▇▇▇▇ or a Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Prime Rate, Term ▇▇▇▇▇, Daily Compounded ▇▇▇▇▇, Adjusted Term ▇▇▇▇▇, Adjusted Daily Compounded ▇▇▇▇▇ or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, 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.

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 ABR, any Daily Simple RFR, any Eurocurrency Base Rate, Term SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR Rate or any other SOFR, the Benchmark, or any component definition thereof or rates 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, any Daily Simple RFR, any Eurocurrency Base Rate, Term SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR Rate such SOFR, the Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR Base Rate, Term SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR, the Benchmark, any component definition thereof or a Benchmarkrates referred to in the definition thereof, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRBase Rate Term SOFR, any the Term SOFR Reference Rate, Adjusted Term SOFR, the Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, 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.

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 ABR, any Daily Simple RFR, any Eurocurrency Prime Rate, the Term ▇▇▇▇▇, Daily Compounded ▇▇▇▇▇, Adjusted Term SOFR Rate or any other Benchmark▇▇▇▇▇, Adjusted Daily Compounded ▇▇▇▇▇ or any component definition thereof or rates referred to 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, ABR, any Daily Simple RFR, any Eurocurrency the Prime Rate, the Term ▇▇▇▇▇, Daily Compounded ▇▇▇▇▇, Adjusted Term SOFR Rate such Benchmark ▇▇▇▇▇, Adjusted Daily Compounded ▇▇▇▇▇ or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmarkthe Prime Rate, Term ▇▇▇▇▇, Daily Compounded ▇▇▇▇▇, Adjusted Term ▇▇▇▇▇, Adjusted Daily Compounded ▇▇▇▇▇, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the BorrowerBorrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Prime Rate, Term ▇▇▇▇▇, Daily Compounded ▇▇▇▇▇, Adjusted Term ▇▇▇▇▇, Adjusted Daily Compounded ▇▇▇▇▇ or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the any Borrower, any Lender or any other person Person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, 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.

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 ABRAlternate Base Rate, any the Daily Simple RFR, any Eurocurrency Rate, the Adjusted or Term SOFR Benchmark Rate or any other Benchmark, or any component definition thereof or rates referred to 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 DOCVARIABLE #DNDocID \* MERGEFORMAT 748401849 49 Second Amended and Restated Revolving Credit Agreement liquidity as, ABRthe Alternate Base Rate, any the Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Benchmark Rate such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmarkthe Alternate Base Rate, the Daily Simple RFR, Term Benchmark 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 Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Alternate Base Rate, the Daily Simple RFR, Term Benchmark Rate or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, 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.

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 administration, construction, calculation, publication, continuation, discontinuation, movement, or regulation of, administration of, submission of, calculation of or any other matter related to to, the ABR, any Daily Simple RFR, any Eurocurrency Base Rate, the Adjusted Term SOFR Rate or any other Benchmark, or any component definition thereof or rates referred to 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 as, ABR, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate such Benchmark as those referencing or underlying any other Benchmark prior to its discontinuance or unavailabilityrate, (b) the impact of any regulatory statements about, or actions taken with respect to any Benchmark (bor component thereof), (c) changes made by any administrator to the methodology used to calculate any Benchmark (or component thereof) or (d) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a the Base Rate, the Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the BorrowerBorrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Base Rate, any the Benchmark, or any component definition thereof alternative, successor or rates referred to in the definition thereofreplacement rate (including any Benchmark Replacement), in each case pursuant to the terms of this Credit Agreement, and shall have no liability to the BorrowerBorrowers, 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, 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.

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 ABR, any Daily Simple RFR, any Eurocurrency Rate, the any Adjusted Term SOFR Rate Eurocurrency Rate, or any other Benchmark, or any component definition thereof or rates 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 4.9, will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, as any Daily Simple RFR, any Eurocurrency Rate, the any Adjusted Term SOFR Rate such Benchmark Eurocurrency Rate, or any other Benchmark prior to its discontinuance or unavailability, or (bii) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates Affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmark, 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 BorrowerBorrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, any Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Credit Agreement, and shall have no liability to the BorrowerBorrowers, 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 USActive 58236919.3 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.

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 ABR, any Daily Simple RFR, any Eurocurrency Prime Rate, the Term ▇▇▇▇▇, Daily Compounded ▇▇▇▇▇, Adjusted Term SOFR Rate or any other Benchmark▇▇▇▇▇, Adjusted Daily Compounded ▇▇▇▇▇ or any component definition thereof or rates referred to 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, ABR, any Daily Simple RFR, any Eurocurrency the Prime Rate, the Term ▇▇▇▇▇, Daily Compounded ▇▇▇▇▇, Adjusted Term SOFR Rate such Benchmark ▇▇▇▇▇, Adjusted Daily Compounded ▇▇▇▇▇ or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR the Prime Rate, Term ▇▇▇▇▇, Daily Compounded ▇▇▇▇▇, Adjusted Term ▇▇▇▇▇, Adjusted Daily Compounded ▇▇▇▇▇ or a Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Prime Rate, Term ▇▇▇▇▇, Daily Compounded ▇▇▇▇▇, Adjusted Term ▇▇▇▇▇, Adjusted Daily Compounded ▇▇▇▇▇ or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and LEGAL_1:83363388.10 RBC – AltaLink (AILP) – 2024 Amended and Restated Credit Agreement 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.

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 ABR, any Daily Simple RFR, any Eurocurrency Base Rate, the Adjusted Canadian Prime Rate, any Term SOFR Benchmark Rate or any other BenchmarkBenchmark (as defined in Section 2.17(f)), or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark ReplacementReplacement (as defined in Section 2.17(f))), 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, any Daily Simple RFR, any Eurocurrency the Base Rate, the Adjusted Canadian Prime Rate, any Term SOFR Rate Benchmark Rate, such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR the Base Rate, the Canadian Prime Rate or a Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the BorrowerBorrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Base Rate, the Canadian Prime Rate, any Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowerBorrowers, 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, 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.

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 ABR, any ABR or Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate or any other BenchmarkSOFR, or any component definition thereof or rates referred to 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, ABR, any Daily Simple RFR, any Eurocurrency Rate, the 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 Conforming Changes. The Administrative Agent and its affiliates or other related entities Related Parties may engage in transactions that affect the calculation of ABR or a Benchmarkthe ABR, Daily Simple SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, Daily Simple SOFR or any Benchmark, other Benchmark or any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity 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 by, or any calculation of any such rate (or component thereof) provided by by, any such information source or service. Judgment Currency. If for the purpose of obtaining judgment in any court it is necessary to convert an amount due hereunder in the currency in which it is due (the “Original Currency”) into another currency (the “Second Currency”), the rate of exchange applied shall be that at which, in accordance with normal banking procedures, the Lender could purchase in the New York foreign exchange market, the Original Currency with the Second Currency on the date two (2) Business Days preceding that on which judgment is given. The Borrower agrees that its obligation in respect of any Original Currency due from it hereunder shall, notwithstanding any judgment or payment in such other than for direct or actual damages resulting solely from willful misconduct or gross negligence currency, be discharged only to the extent that, on the Business Day following the date the Lender receives payment of any sum so adjudged to be due hereunder in the Second Currency, the Lender may, in accordance with normal banking procedures, purchase, in the New York foreign exchange market, the Original Currency with the amount of the Administrative Agent Second Currency so paid; and if the amount of the Original Currency so purchased or could have been so purchased is less than the amount originally due in the Original Currency, each Borrower agrees as determined by a finalseparate obligation and notwithstanding any such payment or judgment to indemnify the Lender against such loss. The term “rate of exchange” in this Section 1.7 means the spot rate at which the Lender, non-appealable judgment in accordance with normal practices, is able on the relevant date to purchase the Original Currency with the Second Currency, and includes any premium and costs of a court of competent jurisdictionexchange payable in connection with such purchase.

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 ABR, any Daily Simple RFR, any Eurocurrency Base Rate, the Adjusted Term SOFR Rate Reference Rate, Term SOFR, the EURIBO Rate, ▇▇▇▇▇ or any other Benchmark, or any component definition thereof or rates referred to 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, ABR, any Daily Simple RFR, any Eurocurrency Base Rate, the Adjusted Term SOFR Rate Reference Rate, Term SOFR, the EURIBO Rate, ▇▇▇▇▇, such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR Base Rate or a Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the BorrowerBorrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRBase Rate, any Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowerBorrowers, 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, 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.

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 ABRAlternate Base Rate, any the Daily Simple RFR, any Eurocurrency Rate, or the Adjusted Term SOFR Benchmark Rate or any other Benchmark, or any component definition thereof or rates referred to 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 DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780 Replacement), ) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABRthe Alternate Base Rate, any the Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Benchmark Rate such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmarkthe Alternate Base Rate, the Daily Simple RFR, the Adjusted Term Benchmark 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 Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Alternate Base Rate, the Daily Simple RFR, the Adjusted Term Benchmark Rate or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, 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.

Rates. The Administrative Agent Lender does not warrant or warrant, nor accept any responsibility forresponsibility, and nor shall not the Lender have any liability with respect to, (a) to the continuation of, administration ofadministration, submission of, calculation of or any other matter related to the ABR, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate or any other Benchmark, or any component definition thereof or rates referred to in the definition thereofof “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 any alternative, successor other adjustment) that is an alternative or replacement rate thereto for or successor to any such ratesrate (including any Benchmark Replacement), including whether the composition ReplacementSuccessor Rate) (or characteristics any component of any such alternativeof the foregoing) or the effect of any of the foregoing, successor or replacement rate (including of 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, any Daily Simple RFR, any Eurocurrency Rate, the 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 Replacement Conforming Changes. The Administrative Agent Lender and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of ABR any reference rate referred to herein, or a Benchmark, any alternative, successor or replacement rate (including any Benchmark ReplacementSuccessor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent Lender may select information sources or services in its reasonable discretion to ascertain ABRany reference rate referred to herein or any alternative, successor or replacement rate (including any Benchmark, Successor Rate) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender Borrower 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 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, 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.. ARTICLE 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 ABRAlternate Base Rate, any the Daily Simple RFR, any Eurocurrency Rate, the Adjusted EurocurrencyAdjusted Term SOFR Benchmark Rate or any other Benchmark, or any component definition thereof or rates referred to 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, ABRthe Alternate Base Rate, any the Daily Simple RFR, any Eurocurrency Rate, the Adjusted EurocurrencyAdjusted Term SOFR Benchmark 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. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmarkthe Alternate Base Rate, the Daily Simple RFR, the EurocurrencyAdjusted Term Benchmark 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 Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Alternate Base Rate, the Daily Simple RFR, the EurocurrencyAdjusted Term Benchmark Rate or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, 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.. 58 Revolving Credit Agreement

Rates. The Administrative Agent does and each Lender, as applicable, do 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 ABR, any Daily Simple RFR, any Eurocurrency Alternative Base Rate, the Adjusted Term SOFR Reference Rate or any other BenchmarkTerm SOFR, or any component definition thereof or rates referred to 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, ABR, any Daily Simple RFR, any Eurocurrency Alternative Base Rate, the Adjusted Term SOFR Rate such Benchmark Reference Rate, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and each Lender, as applicable, and its respective affiliates or other related entities may engage in transactions that affect the calculation of ABR or a BenchmarkAlternative Base Rate, the Term SOFR Reference Rate, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent and each Lender, as applicable, may select information sources or services in its reasonable discretion to ascertain ABRAlternative Base Rate, the Term SOFR Reference Rate, Term SOFR or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence except in instances of the Administrative Agent Agent’s gross negligence or willful misconduct as determined by in a final, final and non-appealable judgment of by a court of competent jurisdiction.

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 ABR, any Daily Simple RFR, any Eurocurrency Rate, the any Adjusted Term SOFR Rate Eurocurrency Rate, or any other Benchmark, or any component definition thereof or rates 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 4.9, will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, as any Daily Simple RFR, any Eurocurrency Rate, the any Adjusted Term SOFR Rate such Benchmark Eurocurrency Rate, or any other Benchmark prior to its discontinuance or unavailability, or (bii) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates Affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmark, 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 BorrowerBorrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, any Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Credit Agreement, and shall have no liability to the BorrowerBorrowers, 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, 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.

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 ABRTerm SOFR Reference Rate, any Term SOFR, Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate or any other Benchmark, or any component definition thereof or rates referred to in the definition 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 13.19(b), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABRthe Term SOFR Reference Rate, any Term SOFR, Daily Simple RFRSOFR, any Eurocurrency Rate, the 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. The Administrative Agent and its affiliates Affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmark, 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 Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, any Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, 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.

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 ABR, any Daily Simple RFR, any Eurocurrency Base Rate, the Adjusted Term SOFR Reference Rate, Term SOFR, the EURIBO Rate or any other Benchmark, or any component definition thereof or rates referred to 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, ABR, any Daily Simple RFR, any Eurocurrency Base Rate, the Adjusted Term SOFR Rate Reference Rate, Term SOFR, the EURIBO Rate, such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR Base Rate or a Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the BorrowerBorrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRBase Rate, any Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowerBorrowers, 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, 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.

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 ABRAlternate Base Rate, any the Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Benchmark Rate or any other Benchmark, or any component definition thereof or rates referred to 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, ABRthe Alternate Base Rate, any the Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Benchmark Rate such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmarkthe Alternate Base Rate, the Daily Simple RFR, the Adjusted Term Benchmark 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 Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Alternate Base Rate, the Daily Simple RFR, the Adjusted Term Benchmark Rate or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, 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.. 51 Revolving Credit Agreement

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 administration, construction, calculation, publication, continuation, discontinuation, movement, or regulation of, administration of, submission of, calculation of or any other matter related to to, the ABR, any Daily Simple RFR, any Eurocurrency Alternate Base Rate, the Adjusted Term SOFR Rate or any other Benchmark, or any component definition thereof or rates referred to 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 as, ABR, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate such Benchmark as those referencing or underlying any other Benchmark prior to its discontinuance or unavailabilityrate, (b) the impact of any regulatory statements about, or actions taken with respect to any Benchmark (bor component thereof), (c) changes made by any administrator to the methodology used to calculate any Benchmark (or component thereof) or (d) the effect, implementation or composition of any Conforming ChangesChanges . The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a the Alternate Base Rate, the Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the BorrowerBorrower . 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 ABRthe Alternate Base Rate, any the Benchmark, or any component definition thereof alternative, successor or rates referred to in the definition thereofreplacement rate (including any Benchmark Replacement), in each case pursuant to the terms of this Credit Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, 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 jurisdictionservice .

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 ABRDomestic Rate, any Adjusted Term SOFR, any Adjusted Daily Simple RFR, any Adjusted Daily Compounded ▇▇▇▇▇, the Eurocurrency Rate, the Adjusted Term SOFR Rate Eurocurrency Rate, or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor successor, or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor 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, ABRDomestic Rate, Adjusted Term SOFR, any Adjusted Daily Simple RFR, any Adjusted Daily Compounded ▇▇▇▇▇, the Eurocurrency Rate, the Adjusted Term SOFR Rate Eurocurrency Rate, such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR the Domestic Rate or a Benchmark, any alternative, successor successor, or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Domestic Rate, any Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, 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.

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 ABRTerm SOFR Reference Rate, any Term SOFR, Term ▇▇▇▇▇, Daily Compounded ▇▇▇▇▇, Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate ▇▇▇▇▇ or any other BenchmarkEURIBOR], or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement or Canadian Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement or Canadian Benchmark Replacement), ) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABRthe Term SOFR Reference Rate, any Term SOFR, Term ▇▇▇▇▇, Daily Compounded ▇▇▇▇▇, Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate such Benchmark ▇▇▇▇▇ or EURIBOR 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 Canadian Benchmark Replacement Conforming Changes. The Administrative Agent and its affiliates or other related |US-DOCS\148390876.14|| entities may engage in transactions that affect the calculation of ABR the Term SOFR Reference Rate, Term SOFR, Term ▇▇▇▇▇, Daily Compounded ▇▇▇▇▇, Daily Simple ▇▇▇▇▇ or a BenchmarkEURIBOR, any alternative, successor or replacement rate (including any Benchmark Replacement or any Canadian Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Term SOFR Reference Rate, Term SOFR, Term ▇▇▇▇▇, Daily Compounded ▇▇▇▇▇, Daily Simple ▇▇▇▇▇ or EURIBOR, or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, 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.

Rates. In the event that any then-current Benchmark is no longer available or in certain other circumstances set forth in Section 4.03 hereof, such Section 4.03 provides a mechanism for determining an alternative rate of interest. The Administrative Agent will notify the Borrowers, pursuant to Section 4.03 hereof, of any change to the reference rate upon which the interest rate on Term SOFR Loans and Alternate Base Rate Loans (when determined by reference to clause (iii) of the definition of “Alternate Base Rate”) is based. However, 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 ABR, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate or any other Benchmark, or any component definition thereof or rates referred to referenced in the definition thereof, thereof or with respect to any alternative, comparable or successor rate thereto, or replacement rate thereto thereof (including any then-current Benchmark or any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement USActive 60330059.19 -43- reference rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 4.03, will be similar to, or produce the same value or economic equivalence ofof any other Benchmark, or have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate as did 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. The Administrative Agent and its affiliates Affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmark, 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 Borrowerone or more Loan Parties. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, any Benchmark, any component definition thereof or rates referred to referenced in the definition thereof, in each case pursuant to the terms of this Credit Agreement, and has and shall have no liability to the Borrowerany Loan Party, 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, 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.

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 ABR, any Daily Simple RFR, any Eurocurrency Base Rate, SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR Rate or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, or any alternative, comparable, replacement or successor or replacement rate thereto (including any Benchmark Replacement)thereto, including whether the composition or characteristics of any such alternative, comparable, replacement or 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, any Daily Simple RFR, any Eurocurrency Base Rate, SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR Rate such Benchmark 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 ChangesChanges made in accordance with the definition thereof; provided that the foregoing absence of warranty, responsibility and liability shall not apply to the extent it is determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence, bad faith, willful misconduct or material breach by any such Person. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR Base Rate, SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or a Benchmark, Term SOFR or any alternative, successor or replacement rate (including any Benchmark Replacement) thereto, or any relevant adjustments theretothereto that are unrelated to the Obligations, in each case, that is not in violation or contravention of this Agreement or any other Credit Document in a manner adverse to the BorrowerBorrower or any Guarantor. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRBase Rate, SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Guarantor, any Lender or any other person Person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence ; provided that the foregoing absence of liability shall not apply to the Administrative Agent as extent it is determined by a final, court of competent jurisdiction by final and non-appealable judgment of a court of competent jurisdictionto have resulted from the gross negligence, bad faith, willful misconduct or material breach by any such Person.

Rates. The P1 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 ABR, any Daily Simple RFR, any Eurocurrency Base Rate, the Adjusted Term SOFR Rate or any other Benchmark, or any component definition thereof or rates 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, any Daily Simple RFR, any Eurocurrency Base Rate, the 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 Conforming Changes. The P1 Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Base Rate, the Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The P1 Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, any Base Rate or the Benchmark, or any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Senior 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.

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 ABR, any Daily Simple RFR, any Eurocurrency Prime Rate, the Term ▇▇▇▇▇, Daily Compounded ▇▇▇▇▇, Adjusted Term SOFR Rate or any other Benchmark▇▇▇▇▇, Adjusted Daily Compounded ▇▇▇▇▇ or any component definition thereof or rates referred to 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, ABR, any Daily Simple RFR, any Eurocurrency the Prime Rate, the Term ▇▇▇▇▇, Daily Compounded ▇▇▇▇▇, Adjusted Term SOFR Rate such Benchmark ▇▇▇▇▇, Adjusted Daily Compounded ▇▇▇▇▇ or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR the Prime Rate, Term ▇▇▇▇▇, Daily Compounded ▇▇▇▇▇, Adjusted Term ▇▇▇▇▇, Adjusted Daily Compounded ▇▇▇▇▇ or a Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Prime Rate, Term ▇▇▇▇▇, Daily Compounded ▇▇▇▇▇, Adjusted Term ▇▇▇▇▇, Adjusted Daily Compounded ▇▇▇▇▇ or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, 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.

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 ABR, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate or any other Benchmark, or any component definition thereof or rates referred to 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, ABR, any Daily Simple RFR, any Eurocurrency Rate, the 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 Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, any Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, 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.. [[60787996351539]]

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 ABR, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Adjusting Term SOFR Rate or any other BenchmarkRate, or any component definition thereof or any rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement)Successor Rate, including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), Successor Rate will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, any the Daily Simple RFR, any Eurocurrency Adjusting Term SOFR Rate, the Adjusted Term SOFR Rate such Benchmark or any other Benchmark Successor Rate, prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent Agent, the Buyers, and its their respective affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmarkthe Daily Adjusting Term SOFR Rate, any alternative, successor or replacement rate (including any Benchmark Replacement) Successor Rate or any relevant adjustments thereto, in each case, in a manner adverse to the Borrowerany Seller. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, the Daily Adjusting Term SOFR Rate or any Benchmark, any component definition thereof or rates referred to in the definition thereofSuccessor Rate, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrowerany Seller, any Lender Buyer 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. 2.1. The Buyers’ Commitments to Purchase. Subject to the terms and conditions of this Agreement (including without limitation the terms and conditions set forth in Section 4 and Section 14) and provided no Default or Event of Default has occurred and is continuing that has not been waived by the Buyers or the Required Buyers, other than for direct as applicable (or, if one has occurred and not been so cured or actual damages resulting solely from willful misconduct or gross negligence declared waived, if all of the Administrative Buyers, in their sole discretion and with or without waiving such Default or Event of Default, have elected in writing that Transactions under this Agreement shall continue nonetheless), the Buyers agree to make revolving purchases of Eligible Loans on a servicing released basis through but not including the Termination Date, so long as the Aggregate Outstanding Purchase Price does not exceed the Maximum Aggregate Commitment and so long as each Buyer’s Committed Sum is not exceeded. The Buyers’ respective Committed Sums and the Maximum Aggregate Commitment are set forth on Schedule BC in effect at the relevant time, as it may have been amended or restated pursuant to this Agreement. Upon the joinder of additional Buyer(s), if any, the parties agree to approve in writing revised and updated versions of Schedule BC. The fractions to be applied to determine the respective Funding Shares of the Buyers for any day are their respective Committed Sums divided by the Maximum Aggregate Commitment for that day. Each Buyer shall be obligated to fund only that ▇▇▇▇▇’s own Funding Share of any Transaction requested, and no Buyer shall be obligated to the Seller or any other Buyer to fund a greater share of any Transaction. No Buyer shall be excused from funding its applicable Funding Share of any Transaction merely because any other Buyer has failed or refused to fund its relevant Funding Share of that or any other Transaction. If any Buyer fails to fund its Funding Share of any Transaction (a “Nonfunding Buyer”), the Agent (in its sole and absolute discretion) may choose to fund the amount that such Nonfunding Buyer failed or refused to fund, or the Agent as determined by a finalBuyer and the other Buyers who are willing to do so may (in each of their sole and absolute discretion) do so in the proportion that the Committed Sum of each bears to the total Committed Sums of all Buyers that have funded (or are funding) their own Funding Shares of that Transaction and that are willing to fund part of the Funding Share of such Nonfunding Buyer. Should the Agent and/or any other Buyer(s) fund any or all of the Nonfunding Buyer’s Funding Share of any Transaction, non-appealable judgment then the Nonfunding Buyer shall have the obligation to deliver such amount to the Agent (for its own account and/or for distribution to the Buyer(s) who funded it, as the case may be) in immediately available funds on the next Business Day. Regardless of a court whether the other Buyers fund the Funding Share of competent jurisdictionthe Nonfunding Buyer, the respective ownership interests of the Buyers in the Transaction shall be adjusted as provided in Section 3.10. The obligations of the Buyers hereunder are several and not joint.

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 ABR, any Daily Simple RFR, any Eurocurrency Alternate Base Rate, the Adjusted Term SOFR Reference Rate, Term SOFR, the Eurocurrency Term Rate or any other Benchmark, or any component definition thereof or rates referred to 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, ABR, any Daily Simple RFR, any Eurocurrency the Alternate Base Rate, the Adjusted Term SOFR Rate Reference Rate, Term SOFR, the Eurocurrency Term Rate, such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR the Alternate Base Rate or a Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the BorrowerBorrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Alternate Base Rate, any Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowerBorrowers, 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, 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.

Rates. The Administrative Agent does and the Lenders do 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 ABR, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Reference Rate or any other BenchmarkTerm SOFR, or any component definition thereof or rates referred to 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, ABR, any Daily Simple RFR, any Eurocurrency the Term SOFR Reference Rate, the 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 Conforming Changes. The Administrative Agent and its the Lenders and their respective affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmarkthe ABR, Term SOFR Reference Rate, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the ABR, Term SOFR Reference Rate, Term SOFR or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrowerany Obligor, 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, 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.

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 ABR, any Daily Simple RFR, any Eurocurrency Term SOFR Reference Rate, the Adjusted Term SOFR Rate or any other Benchmark, or any component definition thereof or rates referred to in the definition 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, ABR, any Daily Simple RFR, any Eurocurrency the Term SOFR Reference Rate, the Adjusted Term SOFR Rate such Benchmark or any other Benchmark Benchmark, prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may -62- engage in transactions that affect the calculation of ABR or a Benchmarkthe Term SOFR Reference Rate, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the a Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Term SOFR Reference Rate or Term SOFR, or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the any Borrower, any 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, 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.

Rates. The Administrative Agent interest rate on the Advances may be derived from an interest rate benchmark that may be discontinued or is, or may in the future become, the subject of regulatory reform. Upon the occurrence of a Benchmark Transition Event, Section 3.7 provides a mechanism for determining an alternative rate of interest. The 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 ABR, any Daily Simple RFR, any Eurocurrency Base Rate, the Adjusted Term SOFR Rate Reference Rate, or any other BenchmarkTerm SOFR, or any component definition thereof or rates referred to 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, ABR, any Daily Simple RFR, any Eurocurrency the Base Rate, the Adjusted Term SOFR Rate such Benchmark Reference Rate, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent Lender and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmarkthe Base Rate, the Term SOFR Reference Rate, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent Lender may select information sources or services in its reasonable discretion to ascertain ABRthe Base Rate, the Term SOFR Reference Rate, Term SOFR, or any Benchmark, other Benchmark including any component definition thereof thereof, or rates referred to referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender Loan Parties 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.

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 ABR, any Daily Simple RFR, any Eurocurrency Term SOFR Reference Rate, the Adjusted Term SOFR Rate or any other Benchmark, or any component definition thereof or rates referred to in the definition 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, will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency the Term SOFR Reference Rate, the Adjusted Term SOFR Rate such Benchmark or any other Benchmark Benchmark, prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmarkthe Term SOFR Reference Rate, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the a Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Term SOFR Reference Rate or Term SOFR, or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the any Borrower, any 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, 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.

Rates. 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, the administration of, submission of, calculation of or any other matter related to any interest rate used in this Agreement (including, without limitation, the ABR, any Daily Simple RFR, any Eurocurrency Base Rate, SOFR, the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR Rate SOFR, SONIA, EURIBOR Rate, or any other Benchmark, CDOR Rate) or any component definition thereof or rates referred to in the definition thereof, or with respect to any alternativealternative or successor rate thereto, successor or replacement rate thereto thereof (including any Benchmark Replacement), including without limitation, 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 3.09, will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate such Benchmark or any other Benchmark as prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or and/or other related entities may engage in transactions that affect the calculation of ABR any interest rate (or a Benchmark, component thereof) used in this Agreement or any alternative, successor or replacement alternative rate (including any Benchmark Replacement) or and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Term SOFR Reference Rate, any BenchmarkAdjusted Term SOFR, Base Rate, SONIA, EURIBOR Rate or CDOR Rate or any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the any Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, 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.

Rates. The Administrative Agent does not warrant or warrant, nor accept any responsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administration ofadministration, submission of, calculation of or any other matter related to any reference rate referred to herein or with respect to any rate (including, for the ABR, any Daily Simple RFR, any Eurocurrency Rateavoidance of doubt, the Adjusted Term SOFR Rate selection of such rate and any related spread or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor adjustment) that is an alternative or replacement rate thereto (including any Benchmark Replacement), including whether the composition for or characteristics of successor to any such alternative, successor or replacement rate (including any Benchmark Replacement)Term SOFR Successor Rate, will be similar toDaily SOFR Successor Rate, or produce any Alternative Currency Successor Rate) (or any component of any of the same value foregoing) or economic equivalence ofthe effect of any of the foregoing, or have the same volume or liquidity as, ABR, of any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate such Benchmark Conforming Changes, Daily SOFR Conforming Changes, or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Alternative Currency Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of ABR any reference rate referred to herein, or a Benchmark, any alternative, successor or replacement rate (including any Benchmark ReplacementTerm SOFR Successor Rate, Daily SOFR Successor Rate, or any Alternative Currency Successor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manner adverse to the BorrowerBorrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRany reference rate referred to herein or any alternative, successor or replacement rate (including any BenchmarkTerm SOFR Successor Rate, Daily SOFR Successor Rate, or any Alternative Currency Successor Rate) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in each case pursuant to the terms of this Agreement, and shall have no liability to the any Borrower, any 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 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, 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.

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 administration, construction, calculation, publication, continuation, discontinuation, movement, or regulation of, administration of, submission of, calculation of or any other matter related to to, the ABRBase Rate, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate or any other Benchmark, or any component definition thereof or rates referred to 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 any Benchmark will have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate such Benchmark as those referencing or underlying any other Benchmark prior to its discontinuance or unavailabilityrate, (b) the impact of any regulatory statements about, or actions taken with respect to any Benchmark (bor component thereof), (c) changes made by any administrator to the methodology used to calculate any Benchmark (or component thereof) or (d) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a the Base Rate, any Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent 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 ABRthe Base Rate, any Benchmark, or any component definition thereof alternative, successor or rates referred to in the definition thereofreplacement rate (including any Benchmark Replacement), in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, 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.

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 ABR, any Daily Simple RFR, any Eurocurrency Rate, the any Adjusted Term SOFR Rate Eurocurrency Rate, or any other Benchmark, or any component definition thereof or rates 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 4.9, will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, as any Daily Simple RFR, any Eurocurrency Rate, the any Adjusted Term SOFR Rate such Benchmark Eurocurrency Rate, or any other Benchmark prior to its discontinuance or unavailability, or (bii) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates Affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmark, 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 BorrowerBorrowers. The Administrative Agent may select information sources or services in its reasonable discretion to USActive 58236919.3 -39- ascertain ABR, any Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Credit Agreement, and shall have no liability to the BorrowerBorrowers, 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, 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.

Rates. The Administrative Agent does not warrant or accept any 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 ABR, any Daily Simple RFR, any Eurocurrency Base Rate, the Adjusted Term SOFR Rate or any other Benchmark, or any component definition thereof or rates referred to 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 as, ABR, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate such Benchmark as those referencing or underlying any other rate, (b) the impact of any regulatory statements about, or actions taken with respect to any Benchmark prior (or component thereof), (c) changes made by any administrator to its discontinuance the methodology used to calculate any Benchmark (or unavailabilitycomponent thereof), or (bd) the effect, implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a the Base Rate, the Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the a Borrower. The Administrative Agent does not warrant or accept responsibility for, and shall not have liability with respect to, such transactions. Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Base Rate, any the Benchmark, or any component definition thereof alternative, successor or rates referred to in the definition thereofreplacement rate (including any Benchmark Replacement), in each case pursuant to the terms of this Agreement, and shall have no liability to the a Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, 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.

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 ABRTerm SOFR Reference Rate, any Adjusted Term SOFR, Term SOFR, the Daily Simple RFR, any the Eurocurrency Rate, the Adjusted Term SOFR Rate or any other Benchmarkinterest rate benchmark, or any component definition thereof or rates referred to in the definition thereofof “Eurocurrency Rate”thereof, or with respect to any rate that is an alternative, successor or replacement for or successor to any such 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, ABRthe Term SOFR Reference Rate, any Term SOFR, Adjusted Term SOFR, the Daily Simple RFR, any the Eurocurrency Rate, the Adjusted Term SOFR Rate such Benchmark benchmark or any other Benchmark interest rate benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Benchmark Replacement Conforming Changes or any Conforming Changes. The Administrative Agent and its affiliates Affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmarkan interest rate benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or the effect of any of the foregoing, or of any Benchmark Replacement Conforming Changes.any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the BorrowerCompany. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, any Benchmarkinterest rate benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowerCompany, 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, 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.

Rates. The Administrative Agent Lender 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 ABR, any Daily Simple RFR, any Eurocurrency Term SOFR Reference Rate, the Adjusted Term SOFR Rate or any other Benchmark, or any component definition thereof or rates referred to in the definition 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 2.7, will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency the Term SOFR Reference Rate, the Adjusted Term SOFR Rate such Benchmark or any other Benchmark Benchmark, prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent Lender and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmarkthe Term SOFR Reference Rate, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the a Borrower. The Administrative Agent Lender may select information sources or services in its reasonable discretion to ascertain ABRthe Term SOFR Reference Rate or Term SOFR, or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender 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, 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.

Rates. For 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 ABR, any Daily Simple RFR, any Eurocurrency Base Rate, the Adjusted Term SOFR Rate Reference Rate, Term SOFR, the EURIBO Rate, ▇▇▇▇▇ or any other Benchmark, or any component definition thereof or rates referred to 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, ABR, any Daily Simple RFR, any Eurocurrency Base Rate, the Adjusted Term SOFR Rate Reference Rate, Term SOFR, the EURIBO Rate, ▇▇▇▇▇, such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR Base Rate or a Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the BorrowerBorrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRBase Rate, any Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowerBorrowers, 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, 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.

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 ABR, any Daily Simple RFR, any Eurocurrency Adjusted Reference Rate, the Term SOFR Reference Rate or Adjusted Term SOFR Rate or any other BenchmarkSOFR, or any component definition thereof or rates referred to 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, ABR, any Daily Simple RFR, any Eurocurrency Adjusted Reference Rate, the Term SOFR Reference Rate, 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 Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a BenchmarkAdjusted Reference Rate, the Term SOFR Reference Rate, 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 Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRAdjusted Reference Rate, the Term SOFR Reference Rate, Adjusted Term SOFR or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, 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.

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 ABR, any Daily Simple RFR, any Eurocurrency Term SOFR Reference Rate, the Adjusted Term SOFR Rate or any other Benchmark, or any component definition thereof or rates referred to in the definition 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, ABR, any Daily Simple RFR, any Eurocurrency the Term SOFR Reference Rate, the Adjusted Term SOFR Rate such Benchmark or any other Benchmark Benchmark, prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmarkthe Term SOFR Reference Rate, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the a Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Term SOFR Reference Rate or Term SOFR, or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the any Borrower, any 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, 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.. ARTICLE II

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 ABR, any Daily Simple RFR, any Eurocurrency Base Rate, the Adjusted Term SOFR Reference Rate, Term SOFR, the EURIBO Rate or any other Benchmark, or any component definition thereof or rates referred to 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 364-DAY CREDIT AGREEMENT economic equivalence of, or have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency Base Rate, the Adjusted Term SOFR Rate Reference Rate, Term SOFR, the EURIBO Rate, such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR Base Rate or a Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the BorrowerBorrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRBase Rate, any Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowerBorrowers, 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, 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.

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 administration, construction, calculation, publication, continuation, discontinuation, movement, or regulation of, administration of, submission of, calculation of or any other matter related to to, the ABR, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate or any other Benchmark, or any component definition thereof or rates referred to 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 as, ABR, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate such Benchmark as those referencing or underlying any other Benchmark prior to its discontinuance or unavailabilityrate, (b) the impact of any regulatory statements about, or actions taken with respect to any Benchmark (bor component thereof), (c) changes made by any administrator to the methodology used to calculate any Benchmark (or component thereof) or (d) the effect, implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a the ABR, the Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent 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 ABR, any the Benchmark, or any component definition thereof alternative, successor or rates referred to in the definition thereofreplacement rate (including any Benchmark Replacement), in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, 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.,

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 ABR, any Daily Simple RFR, any Eurocurrency Alternate Base Rate, the Adjusted Term SOFR Reference Rate or any other BenchmarkTerm SOFR, or any component definition thereof or rates referred to 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, ABR, any Daily Simple RFR, any Eurocurrency Alternate Base Rate, the Adjusted Term SOFR Reference Rate such Benchmark or Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in consultation with the Borrower in transactions that affect the calculation of ABR Alternate Base Rate, the Term SOFR Reference Rate or a Benchmark, Term SOFR any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion in consultation with the Borrower to ascertain ABRAlternate Base Rate, the Term SOFR Reference Rate or Term SOFR or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service. With respect to the Term SOFR, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a finalwill have the right to make Conforming Changes from time to time and, non-appealable judgment notwithstanding anything to the contrary herein or in any Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of a court any other party to this Agreement or any Loan Document (other than the consultation rights of competent jurisdictionthe Required Lenders); provided that, with respect to any such amendment affected, the Administrative Agent shall provide notice to the Borrower and the Lenders of each such amendment implementing such Conforming Changes reasonably promptly after such amendment becomes effective.

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 ABR, any Daily Simple RFR, any Eurocurrency Canadian Prime Rate, the Term ▇▇▇▇▇, Daily Compounded ▇▇▇▇▇, Adjusted Term SOFR Rate or any other Benchmark▇▇▇▇▇, Adjusted Daily Compounded ▇▇▇▇▇ or any component definition thereof or rates referred to 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, ABR, any Daily Simple RFR, any Eurocurrency the Canadian Prime Rate, the Term ▇▇▇▇▇, Daily Compounded ▇▇▇▇▇, Adjusted Term SOFR Rate such Benchmark ▇▇▇▇▇, Adjusted Daily Compounded ▇▇▇▇▇ or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmarkthe Canadian Prime Rate, Term ▇▇▇▇▇, Daily Compounded ▇▇▇▇▇, Adjusted Term ▇▇▇▇▇, Adjusted Daily Compounded ▇▇▇▇▇, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Canadian Prime Rate, Term ▇▇▇▇▇, Daily Compounded ▇▇▇▇▇, Adjusted Term ▇▇▇▇▇, Adjusted Daily Compounded ▇▇▇▇▇ or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, 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.

Rates. Upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, Section 2.11(b)(i) and (ii) provideprovides the mechanism for determining an alternative rate of interest. The Administrative Agent will promptly notify the Borrower, pursuant to Section 2.11(b)(iv), of any change to the reference rates upon which the interest rates on Eurocurrency Advances, Term CORRABenchmark Advances and RFR Advances are based. However, 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 ofadministration, submission of, calculation of or any other matter related to LIBOR, the ABR, any Daily Simple RFR, any Eurocurrency Base Rate, the Term SOFR Reference Rate, Term SOFR, the Term CORRA Reference Rate, Adjusted Term SOFR Rate CORRA, Term CORRA or other rates in the definitions of “Adjusted EurocurrencyTerm Benchmark Rate”, “EurocurrencyTerm Benchmark Rate”, “Adjusted Term CORRASOFR”, “Term CORRA” and “RFR Rate” or with respect to any other Benchmarkalternative or successor rate thereto, or replacement rate thereof (including, without limitation, (i) any component definition thereof or rates referred to in the definition thereof, or any such alternative, successor or replacement rate thereto implemented pursuant to Section 2.11(b)(i) or (including ii), whether upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and (ii) the implementation of any Benchmark ReplacementReplacement Conforming Changes pursuant to Section 2.11(b)(iii)), including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate (including any Benchmark Replacement), will be similar to, or produce the same value or economic equivalence of, the Base Rate, the Term SOFR Reference Rate, Term SOFR, Adjusted Eurocurrency Rate, Term CORRA Reference Rate, Adjusted Term CORRA, Term CORRA, Adjusted Term Benchmark Rate, or RFR Rate, as applicable, or have the same volume or liquidity asas did the the Base Rate, ABRthe Term SOFR Reference Rate, any Daily Simple RFRTerm SOFR, any Adjusted Eurocurrency Rate, the Term CORRA Reference Rate, Term CORRA, Adjusted Term SOFR Rate such Benchmark CORRA, Term CORRABenchmark Rate, or any other Benchmark RFR Rate, as applicable, prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, any Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, 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.

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 to regulatory reform or cessation. In the event that any applicable interbank offered rate or any other then-current Benchmark is no longer available or in certain other circumstances set forth in Section 4.04 hereof, such Section 4.04 provides a mechanism for determining an alternative rate of interest. Administrative Agent will notify the Borrowers, pursuant to Section 4.04 hereof, of any change to the reference rate upon which the interest rate on Loans is based. However, 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 ABR, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate or any other Benchmark, or any component definition thereof or rates referred to referenced in the definition thereof, thereof or with respect to any alternative, comparable or successor rate thereto, 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 4.04 hereof, will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity asliquidity, ABR, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate as 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. The Administrative Agent and its affiliates or other related entities may engage in unrelated transactions that affect the calculation of ABR or a any Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the BorrowerBorrower Parties. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, any Benchmark, any component definition thereof or rates referred to referenced in the definition thereof, in each case pursuant to the terms of this Credit Agreement, and shall have no liability to the BorrowerBorrower Parties, 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, 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.

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, the administration of, submission of, calculation of or any other matter related to any interest rate used in this Agreement (including, without limitation, the ABR, any Daily Simple RFR, any Eurocurrency Base Rate, SOFR, the Adjusted Term SOFR Reference Rate or any other Benchmark, the Term SOFR Rate) or any component definition thereof or rates referred to in the definition thereof, or with respect to any alternativealternative or successor rate thereto, successor or replacement rate thereto thereof (including any Benchmark Replacement), including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 3.09, will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate such Benchmark or any other Benchmark as prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or and/or other related entities may engage in transactions that affect the calculation of ABR any interest rate (or a Benchmark, component thereof) used in this Agreement or any alternative, successor or replacement alternative rate (including any Benchmark Replacement) or and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Term SOFR Reference Rate, any Benchmarkthe Term SOFR Rate, the Base Rate, or any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the any Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, 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.

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 ABR, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate or any other Benchmark, or any component definition thereof or rates referred to referenced 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, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate such Benchmark or any other Benchmark prior to its discontinuance or unavailability, including, without limitation, any such alternative, successor or replacement rate implemented pursuant to Section 4.08, whether upon the occurrence of a Benchmark Transition Event, or (b) the effect, implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a any Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the BorrowerBorrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, any Benchmark, any component definition thereof or rates referred to referenced in the definition thereof, in each case pursuant to the terms of this Credit Agreement, and shall have no liability to the BorrowerBorrowers, 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, 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.

Rates. The Administrative Agent does not warrant or warrant, nor accept any responsibility forresponsibility, and nor shall not Agent have any liability with respect to, to (a) the continuation of, administration of, submission ofof , calculation of or any other matter related to the ABR, any Daily Simple RFR, any Eurocurrency Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR Rate or any other BenchmarkIndex, Term SOFR Index, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement)) or any related spread or other adjustment, 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, any Daily Simple RFR, any Eurocurrency Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR Rate such Benchmark Index, Term SOFR Index, or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Benchmark Conforming Changes. The Administrative Agent and its affiliates or other related entities Affiliates may engage in transactions that affect the calculation of ABR or a Benchmarkthe Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR Index, Term SOFR Index, 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 BorrowerBorrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR Index, Term SOFR Index, or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the any Borrower, any Lender or any other person Person or entity 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.

Rates. (i) . 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 ABRTerm SOFR Reference Rate, Term SOFR, any Adjusted Daily Simple RFR, any the Eurocurrency Rate, the Adjusted Term SOFR Eurocurrency Rate or any other Benchmark, or any component definition thereof or rates referred to in the definition 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, ABRthe Term SOFR Reference Rate, Term SOFR, any Adjusted Daily Simple RFR, any the Eurocurrency Rate, the Adjusted Term SOFR Rate Eurocurrency Rate, such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates Affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmark, 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 BorrowerBorrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, any Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowerBorrowers, 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, 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.

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 ABR, any Adjusted Term SOFR, Term SOFR, Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate or any other Benchmark, or any component definition thereof or rates referred to 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, ABR, any Adjusted Term SOFR, Term SOFR, Daily Simple RFR, any Eurocurrency Rate, the 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. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a BenchmarkABR, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, 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.

Rates. The Administrative Agent Noteholder 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 ABR, any Daily Simple RFR, any Eurocurrency Alternate Interest Rate, the Adjusted Term SOFR Rate or any other Benchmark, or any component definition thereof or rates 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, any Daily Simple RFR, any Eurocurrency the Alternate Interest Rate, the 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 Conforming Changes. The Administrative Agent Noteholder and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a the Alternate Interest Rate, the Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the BorrowerIssuer. The Administrative Agent Noteholder may select information sources or services in its reasonable discretion to ascertain ABR, any the Alternate Interest Rate or the Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender Issuer or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise 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.

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 or the ABR, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate or any other Benchmark, or any component definition thereof or rates 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, any Daily Simple RFR, any Eurocurrency Rate, the 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 Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a ABR, the Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, any ABR or the Benchmark, or any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence except in instances of the Administrative Agent Agent’s gross negligence or willful misconduct as determined by in a final, final and non-appealable judgment of by a court of competent jurisdiction.. ​ ​

Rates. The Administrative Agent Lender 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 ABR, any Daily Simple RFR, any Eurocurrency Term SOFR Reference Rate, the Adjusted Term SOFR, Term SOFR Rate or any other Benchmark, or any component definition thereof or rates referred to in the definition 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(c), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency the Term SOFR Reference Rate, the Adjusted Term SOFR, Term SOFR Rate such Benchmark or any other Benchmark Benchmark, prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, except to the extent resulting from the Lender’s gross negligence or willful misconduct or material breach of any Loan Document, in each case, as determined in a manner adverse to the Borrowerfinal and non-appealable judgment by a court of competent jurisdiction. The Administrative Agent Lender may select information sources or services in its reasonable discretion to ascertain ABRthe Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender 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, other than for direct in each case, except to the extent resulting from the Lender’s gross negligence or actual damages resulting solely from willful misconduct or gross negligence material breach of the Administrative Agent any Loan Document, in each case, as determined by in a final, final and non-appealable judgment of by a court of competent jurisdiction.

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 ABRAlternate Base Rate, any the Daily Simple RFR, any Eurocurrency RateTerm ▇▇▇▇▇, or the Adjusted Term SOFR Benchmark Rate or any other Benchmark, or any component definition thereof or rates referred to 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, ABRthe Alternate Base Rate, any the Daily Simple RFR, any Eurocurrency RateTerm ▇▇▇▇▇, the Adjusted Term SOFR Benchmark Rate such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmarkthe Alternate Base Rate, the Daily Simple RFR, Term ▇▇▇▇▇, the Adjusted Term Benchmark 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 Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Alternate Base Rate, the Daily Simple RFR, Term ▇▇▇▇▇, the Adjusted Term Benchmark Rate or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, 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.

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 ABR, any Daily Simple RFR, any Eurocurrency Term SOFR Reference Rate, the Adjusted Term SOFR Rate SOFR, Term SOFR, the CDOR Rate, CDOR or any other Benchmark, or any component definition thereof or rates referred to in the definition 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, ABR, any Daily Simple RFR, any Eurocurrency the Term SOFR Reference Rate, the Term SOFR, Adjusted Term SOFR Rate SOFR, the CDOR Rate, CDOR, such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates Affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmark, 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 Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, any Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, 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.

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, the administration of, submission of, calculation of or any other matter related to any interest rate used in this Agreement (including, without limitation, the ABR, any Daily Simple RFR, any Eurocurrency Base Rate, SOFR, the Term SOFR Reference Rate, Term SOFR or, Adjusted Term SOFR Rate SOFR, ▇▇▇▇▇, EURIBOR Rate, or any other Benchmark, CDOR Rate) or any component definition thereof or rates referred to in the definition thereof, or with respect to any alternativealternative or successor rate thereto, successor or replacement rate thereto thereof (including any Benchmark Replacement), including without limitation, 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 3.09, will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate such Benchmark or any other Benchmark as prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or and/or other related entities may engage in transactions that affect the calculation of ABR any interest rate (or a Benchmark, component thereof) used in this Agreement or any alternative, successor or replacement alternative rate (including any Benchmark Replacement) or and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Term SOFR Reference Rate or, any BenchmarkAdjusted Term SOFR, Base Rate, ▇▇▇▇▇, EURIBOR Rate or CDOR Rate or any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the any Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, 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.

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 ABR, any Daily Simple RFR, any Eurocurrency Base Rate, the Adjusted Term SOFR Reference Rate or any other BenchmarkTerm SOFR, or any component definition thereof or rates referred to 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, ABR, any Daily Simple RFR, any Eurocurrency Base Rate, the Adjusted Term SOFR Rate such Benchmark Reference Rate, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent and its affiliates Affiliates or other related entities may engage in transactions that affect the calculation of ABR or a BenchmarkBase Rate, the Term SOFR Reference Rate, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRBase Rate, the Term SOFR Reference Rate, Term SOFR, or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity 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. No Agent shall be under any duty or obligation to (i) monitor, determine or verify the unavailability, replacement or cessation of any Benchmark or applicable benchmark index, or whether or when there has occurred, or to give notice to any other than for direct or actual damages resulting solely from willful misconduct or gross negligence transaction party of the Administrative Agent as determined by occurrence of, any Benchmark Transition Event, Benchmark Replacement Date, Benchmark Transition Start Date or Benchmark Unavailability Period, (ii) identify, select, determine or designate any Benchmark Replacement, or other successor or replacement benchmark index, or whether any conditions to the designation of such a finalrate have been satisfied, non-appealable judgment (iii) identify, select, determine or designate any Benchmark Replacement Adjustment, or other modifier to any replacement or successor index or (iv) determine whether or what Benchmark Replacement Conforming Changes are necessary or advisable, if any, in connection with any of a court of competent jurisdictionthe foregoing.

Rates. The Administrative Agent does not warrant or warrant, nor accept any responsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administration ofadministration, submission of, calculation of or any other matter related to the ABRrates in the definition of “Eurodollar Rate”any reference rate referred to herein or with respect to any rate (including, for the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any of such ratesrate (including, without limitation, any Daily Simple RFR, any Eurocurrency LIBOR Successor Rate, the Adjusted Term SOFR Rate or any other Benchmark, ) (or any component definition thereof of any of the foregoing) or rates referred to in the definition thereofeffect of any of the foregoing, 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, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR LIBOR Successor Rate such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. in consultation with Borrowers. The Administrative Agent and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of ABR any reference rate referred to herein, or a Benchmark, any alternative, successor or replacement rate (including including, without limitation, any Benchmark ReplacementSuccessor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manner adverse to the BorrowerBorrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRany reference rate referred to herein or any alternative, successor or replacement rate (including, without limitation, any Benchmark, Successor Rate) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowerBorrowers, 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 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, 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.

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 ABR, any Daily Simple RFR, any Eurocurrency Term SOFR Reference Rate, the Adjusted Term SOFR Rate or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, or with respect to any alternative, successor or replacement rate thereto (including any then-current Benchmark 321999257 v7 - 48 - 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 2.19, will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency the Term SOFR Reference Rate, the Adjusted Term SOFR Rate such Benchmark or any other Benchmark Benchmark, prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmarkthe Term SOFR Reference Rate, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Term SOFR Reference Rate or Term SOFR, or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, 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.

Rates. The Administrative Agent Purchaser 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 ABR, any Daily Simple RFR, any Eurocurrency Term SOFR Reference Rate, the Adjusted Term SOFR Rate SOFR, Term SOFR, or any other Benchmark, or any component definition thereof or rates referred to in the definition 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 Clause 4.5, will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency the Term SOFR Reference Rate, the Term SOFR, Adjusted Term SOFR Rate SOFR, such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent Purchaser and its affiliates Affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmark, 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 BorrowerSellers. The Administrative Agent Purchaser may select information sources or services in its reasonable discretion to ascertain ABR, any Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender Sellers 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.

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 ABRAlternate Base Rate, any the Daily Simple RFR, any Eurocurrency RateTerm SOFR, the Adjusted Term SOFR Eurocurrency Rate or any other Benchmark, or any component definition thereof or rates referred to 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, ABRthe Alternate Base Rate, any the Daily Simple RFR, any Eurocurrency RateTerm SOFR, the Adjusted Term SOFR Eurocurrency Rate such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmarkthe Alternate Base Rate, the Daily Simple RFR, Term SOFR, the Eurocurrency 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 Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Alternate Base Rate, the Daily Simple RFR, Term SOFR, the Eurocurrency Rate or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, 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.. 47 Revolving Credit Agreement

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 ABR, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate or any other Benchmark, or any component definition thereof or rates referred to 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, ABR, any Daily Simple RFR, any Eurocurrency Rate, the 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 Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, any Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, 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.. [[60731336359722]]

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 administration, construction, calculation, publication, continuation, discontinuation, movement, or regulation of, administration of, submission of, calculation of or any other matter related to to, the ABR, any Daily Simple RFR, any Eurocurrency Base Rate, the Adjusted Term SOFR Rate or any other Benchmark, or any component definition thereof or rates referred to 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 as, ABR, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate such Benchmark as those referencing or underlying any other Benchmark prior to its discontinuance or unavailabilityrate, (b) the impact of any regulatory statements about, or actions taken with respect to any Benchmark (bor component thereof), (c) changes made by any administrator to the methodology used to calculate any Benchmark (or component thereof) or (d) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a the Base Rate, the Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner with results adverse to the BorrowerBorrower but not designed to have such effect. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, such transactions. The Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Base Rate, any the Benchmark, or any component definition thereof alternative, successor or rates referred to in the definition thereofreplacement rate (including any Benchmark Replacement), in each case pursuant to the terms of this Credit Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, 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.”

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 ABR, Adjusted Term SOFR, Term SOFR, Daily Compounded SOFR, any Relevant Rate, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate or any other Benchmark, RFR or any component definition thereof or rates referred to 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, ABR, Adjusted Term SOFR, Term SOFR, Daily Compounded SOFR, any Relevant Rate, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate such Benchmark RFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a BenchmarkABR, Adjusted Term SOFR, Term SOFR, Daily Compounded SOFR, BUSINESS.29724285.831568132 any Relevant Rate, any Daily Simple RFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, any BenchmarkAdjusted Term SOFR, Term SOFR, Daily Compounded SOFR, any component definition thereof Relevant Rate, any Daily Simple RFR or rates referred to in the definition thereofany other Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, 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.

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 ABR, any Daily Simple RFR, any Eurocurrency Base Rate, the Adjusted Term SOFR Rate Reference Rate, Term SOFR, the EURIBO Rate, €STR or any other Benchmark, or any component definition thereof or rates referred to 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, ABR, any Daily Simple RFR, any Eurocurrency Base Rate, the Adjusted Term SOFR Rate Reference Rate, Term SOFR, the EURIBO Rate, €STR, such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR Base Rate or a Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the BorrowerBorrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRBase Rate, any Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the any Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, 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.

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 ABR, any Daily Simple RFR, any Eurocurrency Base Rate, the Adjusted Term SOFR Reference Rate or any other BenchmarkDaily Adjusting Term SOFR Rate, or any component definition thereof or rates referred to 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, ABR, any Daily Simple RFR, any Eurocurrency the Base Rate, the Adjusted Term SOFR Reference Rate, Daily Adjusting Term SOFR Rate such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent Agent, the Lenders and its their respective affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmarkthe Base Rate, the Term SOFR Reference Rate, Daily Adjusting 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 any Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Base Rate, the Term SOFR Reference Rate, Daily Adjusting Term SOFR Rate or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the any Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service. On the Effective Date of Conversion (as described in that certain Rate Conversion Notification in the form of Exhibit J attached hereto (“Rate Conversion Form”) submitted by the Borrower to the Agent concurrently herewith), other than for direct or actual damages resulting solely from willful misconduct or gross negligence of all outstanding Daily Adjusting BSBY Rate Advances (as defined in the Administrative Agent as determined Prior Agreement) will be replaced by a finalDaily Adjusting Term SOFR Advances in accordance with said form. In connection therewith, noneach affected Lender waives all related breakage and similar fees otherwise due under the Prior Agreement and approves any stub interest periods selected by the Borrower under the Rate Conversion Form. 4854-appealable judgment of a court of competent jurisdiction.1287-6893.v9

Rates. The Administrative Agent Lender 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 ABR, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Reference Rate or any other BenchmarkTerm SOFR, or any component definition thereof or rates referred to in the definition 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 3.4(a), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency the Term SOFR Reference Rate, the 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. The Administrative Agent Lender and its affiliates Affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmarkthe Term SOFR Reference Rate, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the Borrower. The Administrative Agent Lender may select information sources or services in its reasonable discretion to ascertain ABRthe Term SOFR Reference Rate or Term SOFR, or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender 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, other than for direct or actual damages resulting solely from willful misconduct or gross negligence . (g) Section 3.4 of the Administrative Agent Loan Agreement is hereby amended and restated in its entirety as determined by a final, non-appealable judgment of a court of competent jurisdiction.follows: