Common use of Rates Clause in Contracts

Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABR, Term SOFR Reference Rate, Adjusted Term SOFR, Term 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, Term SOFR Reference Rate, Adjusted Term 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, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR or any other Benchmark, in each case, pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person 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.

Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABR, Term SOFR Reference the Alternate Base Rate, the Daily Simple RFR, or the Adjusted Term SOFR, Term SOFR, Benchmark 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, Term SOFR Reference the Alternate Base Rate, the Daily Simple RFR, the Adjusted Term SOFR, Term SOFR Benchmark Rate 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, Term SOFR Reference the Alternate Base Rate, the Daily Simple RFR, the Adjusted Term SOFR, Term SOFRBenchmark 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 ABR, Term SOFR Reference the Alternate Base Rate, the Daily Simple RFR, the Adjusted Term SOFR, Term SOFR Benchmark Rate or any other Benchmark, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or serviceservice other than for direct or actual damages resulting 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 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, Term SOFR Reference Alternate Base Rate, Adjusted Term SOFR, Term SOFRthe 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, Term SOFR Reference Alternate Base Rate, Adjusted Term SOFR, Term 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, Term SOFR Reference Alternate Base Rate, Adjusted Term SOFR, Term SOFRthe 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, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR Alternate Base Rate or any other the Benchmark, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

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 ABRany Benchmark, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, 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, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR 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, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFRa 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 ABRany Benchmark, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR any component definition thereof or any other Benchmarkrates referenced in the definition thereof, in each case, 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 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.

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 Reference Rate, Adjusted Term SOFR, Term SOFRRate 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 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, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFRABR 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, Term SOFR Reference Rateany Benchmark, Adjusted Term SOFR, Term SOFR any component definition thereof or any other Benchmarkrates referred to in the definition thereof, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, 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 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, Term SOFR the Reference Rate, Adjusted Term SOFRthe Benchmark, Term SOFR, 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, Term SOFR the Reference Rate, Adjusted Term SOFR, Term SOFR the 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, Term SOFR the Reference Rate, Adjusted Term SOFR, Term SOFRthe 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, Term SOFR the Reference Rate, Adjusted Term SOFR, Term SOFR Rate or any other the Benchmark, in each case, case pursuant to the terms of this Credit Agreement, and shall have no liability to the Borrower, any Lender or any other Person person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, except to the extent such damages, costs, losses or expenses are caused by the Administrative Agent’s gross negligence, willful misconduct or fraud.

Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABR, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFRany 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, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR 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, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR or any other Benchmark, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, except 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.

Rates. The Administrative Agent does not warrant or warrant, nor accept responsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, to (a) the continuation of, administration of, submission ofof , calculation of or any other matter related to ABRthe Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Rate or Term 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)) 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, ABRthe Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Benchmark Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABRthe Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner 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, Adjusted Term SOFR, Term SOFR or any other Benchmark, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABR, Term SOFR Reference the Alternate Base Rate, Adjusted Term SOFRthe Daily Simple RFR, Term SOFR, the CDO Rate, the Adjusted EURIBO Rate, the AUD Rate, the ▇▇▇▇▇ ▇▇▇▇, the ▇▇▇▇▇▇ Rate, the BKBM 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, Term SOFR Reference the Alternate Base Rate, Adjusted the Daily Simple RFR, Term SOFR, Term SOFR the CDO Rate, the Adjusted EURIBO Rate, the AUD Rate, the ▇▇▇▇▇ ▇▇▇▇, the ▇▇▇▇▇▇ Rate, the BKBM Rate 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, Term SOFR Reference the Alternate Base Rate, Adjusted the Daily Simple RFR, Term SOFR, Term SOFRthe 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 ABR, Term SOFR Reference the Alternate Base Rate, Adjusted the Daily Simple RFR, Term SOFR, Term SOFR the CDO Rate, the Adjusted EURIBO Rate, the AUD Rate, the ▇▇▇▇▇ ▇▇▇▇, the ▇▇▇▇▇▇ Rate, the BKBM Rate or any other Benchmark, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABRthe Reference Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, SOFR or Term 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, ABRthe Reference Rate, the Term SOFR Reference Rate, Adjusted Term 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 Affiliates or other related entities may engage in transactions that affect the calculation of ABRthe Reference Rate, the Term SOFR Reference Rate, Adjusted 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 Reference Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Adjusted Term SOFR or any other Benchmark, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABR, the Term SOFR Reference Rate, Adjusted Term SOFR, SOFR or Term 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, the Term SOFR Reference Rate, Adjusted Term 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, the Term SOFR Reference Rate, Adjusted 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, Adjusted Term SOFR, Adjusted Term SOFR or any other Benchmark, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the BorrowerBorrowers, any Lender or any other Person person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABR, the Term SOFR Reference Rate, Adjusted Term 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, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR SOFR, the EURIBO Rate 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, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFRABR 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, Term SOFR Reference Rateany Benchmark, Adjusted Term SOFR, Term SOFR any component definition thereof or any other Benchmarkrates referred to in the definition thereof, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the BorrowerBorrowers, any Lender or any other Person person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABR, Term SOFR Reference Rate, Adjusted Term SOFR, Term 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, Term SOFR Reference Rate, Adjusted Term 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, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFRSOFR , 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 Reference Rate, Adjusted Term SOFR, Term SOFR or any other Benchmark, in each case, pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person 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.

Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABRBase Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, SOFR or Term 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, ABRBase Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes, in the case clause (a) or (b), except such as shall result from the gross negligence or willful misconduct of the Administrative Agent as determined by a final non-appealable judgment of a court of competent jurisdiction. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABRBase Rate, the Term SOFR Reference Rate, Adjusted 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 ABRBase Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Adjusted Term SOFR or any other Benchmark, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, to (ai) the continuation of, administration of, submission of, calculation of or any other matter related to ABR, the Term SOFR Reference Rate, Adjusted Term SOFR, Rate or Term 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, the ABR, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR 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 or other related entities Parties may engage in transactions that affect the calculation of the ABR, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the ABR, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR or any other Benchmark, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service. The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “SOFR”, “Term SOFR” or with respect to any comparable or successor rate thereto.

Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABR, Term SOFR Reference the Alternate Base Rate, the Daily Simple RFR or the Adjusted Term SOFR, Term SOFR, Benchmark 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, Term SOFR Reference the Alternate Base Rate, the Daily Simple RFR, the Adjusted Term SOFR, Term SOFR Benchmark Rate 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, Term SOFR Reference the Alternate Base Rate, the Daily Simple RFR, the Adjusted Term SOFR, Term SOFRBenchmark 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 ABR, Term SOFR Reference the Alternate Base Rate, the Daily Simple RFR, the Adjusted Term SOFR, Term SOFR Benchmark Rate or any other Benchmark, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Rates. The Administrative Agent does not warrant or accept 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 ABRto, Term SOFR Reference the Alternate Base Rate, Adjusted Term SOFR, Term SOFR, or any component definition thereof or rates referred to in the definition thereofBenchmark, 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, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR 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, Term SOFR Reference the Alternate Base Rate, Adjusted Term SOFR, Term SOFRthe 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 ABR, Term SOFR Reference the Alternate Base Rate, Adjusted Term SOFRthe Benchmark, Term SOFR or any other Benchmarkalternative, successor or replacement rate (including any Benchmark Replacement), in each case, case pursuant to the terms of this Credit Agreement, and shall have no liability to the Borrower, any Lender or any other Person person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

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

Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABRthe Overnight Rate, the Overnight Bank Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Rate or Term 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, ABRthe Overnight Rate, the Overnight Bank Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Rate 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 transactions that affect the calculation of ABRthe Overnight Rate, the Overnight Bank Rate, the Term SOFR Reference Rate, Adjusted Rate or Term SOFR, Term SOFR, SOFR or any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Overnight Rate, the Overnight Bank Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Rate or Term SOFR or any other Benchmark, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender Bank 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.

Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABRthe Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, SOFR or Term 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 ReplacementSuccessor Rate), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark ReplacementSuccessor Rate) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABRthe Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR or any other Benchmark Successor Rate prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Successor Rate Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABRthe Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Adjusted Term SOFR, SOFR or any alternative, successor or replacement rate (including any Benchmark ReplacementSuccessor Rate) 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, Adjusted Term SOFR, Adjusted Term SOFR or any other BenchmarkSuccessor Rate, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender Bank 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.

Rates. The Administrative Agent does not warrant or warrant, nor accept responsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABRthe Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Rate or Term 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)) 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, ABRthe Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Benchmark Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABRthe Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner 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, Adjusted Term SOFR, Term SOFR or any other Benchmark, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABR, Term SOFR Reference Rate, Adjusted Term SOFR, Term 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, Term SOFR Reference Rate, Adjusted Term 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, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFRSOFR , 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 Reference Rate, Adjusted Term SOFR, Term SOFR or any other Benchmark, in each case, pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person 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.. SECTION 2

Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABR, Term SOFR Reference Alternate Base Rate, Adjusted Term SOFR, Term SOFR, the Term SOFR Reference 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, ABRAlternate Base Rate, Daily Simple SOFR, Term SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR Rate 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 ABRthe Alternate Base Rate, Daily Simple SOFR, Term SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner 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, Adjusted Term SOFR, Term SOFR Rate or any other Benchmark, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABRthe Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Rate or Term 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, ABRthe Base Rate, the Term SOFR Reference Rate, Adjusted Term 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, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. 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, Term SOFR or any component thereof or any other Benchmark, in each case, 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. In connection with the use or administration of any Benchmark, the Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. The Agent will promptly notify Borrower and the Lenders of the effectiveness of any Conforming Changes.

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 ABRthe Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFRSOFR 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, ABRBase Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR 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, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFRthe 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 ABR, Term SOFR Reference the Base Rate, Adjusted Term SOFRany Benchmark, Term SOFR any component definition thereof or any other Benchmarkrates referenced in the definition thereof, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Rates. The Administrative Agent does not warrant or warrant, nor accept responsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABRthe Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Rate or Term 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)) 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, ABRthe Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Benchmark Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABRthe Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the BorrowerBorrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR or any other Benchmark, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the BorrowerBorrowers, any Lender or any other Person person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABR, the Term SOFR Reference Rate, Adjusted Term SOFR, SOFR or Term 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, the Term SOFR Reference Rate, Adjusted Term 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, the Term SOFR Reference Rate, Adjusted 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, Adjusted Term SOFR, Adjusted Term SOFR or any other Benchmark, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABRthe Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFRSOFR or the Index 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, ABRBase Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR the Index Rate 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 ABRBase Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFRthe Index 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 ABRBase Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR the Index Rate or any other Benchmark, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABRBase Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Rate or Term 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, ABRBase Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, 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 ABRBase Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner 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, Adjusted Term SOFR, Term SOFR or any other Benchmark, in each case, 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 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.

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 ABRthe Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFRthe 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, ABRBase Rate, the Term SOFR Reference Rate, Adjusted Term 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, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFRBase 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 ABR, Term SOFR Reference Base Rate, Adjusted Term SOFRany Benchmark, Term SOFR any component definition thereof or any other Benchmarkrates referred to in the definition thereof, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the BorrowerBorrowers, any Lender or any other Person person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABR, Term SOFR Reference the Alternate Base Rate, Adjusted Term SOFRthe Daily Simple RFR, Term SOFR, the CDO RateTerm ▇▇▇▇▇, the Adjusted EURIBO Rate, the AUD Rate, the TIBOR 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, Term SOFR Reference the Alternate Base Rate, Adjusted the Daily Simple RFR, Term SOFR, Term SOFR the CDO RateTerm ▇▇▇▇▇, the Adjusted EURIBO Rate, the AUD Rate, the ▇▇▇▇▇ ▇▇▇▇ 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, Term SOFR Reference the Alternate Base Rate, Adjusted Term SOFRthe Daily Simple RFR, Term SOFR, the CDO RateTerm ▇▇▇▇▇, the Adjusted EURIBO Rate, the AUD Rate, the ▇▇▇▇▇ ▇▇▇▇ or any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, Term SOFR Reference the Alternate Base Rate, Adjusted the Daily Simple RFR, Term SOFR, Term SOFR the CDO RateTerm ▇▇▇▇▇, the Adjusted EURIBO Rate, the AUD Rate, the TIBOR Rate or any other Benchmark, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABRthe Base Rate, Daily Simple SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR, Rate or Term 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, ABRthe Base Rate, the Term SOFR Reference Rate, Adjusted Term 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 ABRthe Base Rate, the Term SOFR Reference Rate, Adjusted Term 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, Adjusted Term Daily Simple SOFR, Term SOFR or any other Benchmark, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Rates. The Administrative Agent Lender does not warrant or accept responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABR, the Term SOFR Reference Rate, Adjusted Term SOFR, or Term 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, the Term SOFR Reference Rate, Adjusted Term 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 Lender and its affiliates or other related entities may engage in transactions that affect the calculation of ABR, the Term SOFR Reference Rate, Adjusted 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 Lender may select information sources or services in its reasonable discretion to ascertain ABR, the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR, Term SOFR or any other Benchmark, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender Borrower 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.

Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABRthe Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, SOFR or Term 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, ABRthe Base Rate, the Term SOFR Reference Rate, Adjusted Term 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 ABRthe Base Rate, the Term SOFR Reference Rate, Adjusted 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 ABRthe Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Adjusted Term SOFR or any other Benchmark, in each case, case pursuant to the terms of this Agreement, and and, except as otherwise provided in this Agreement, shall have no liability to the BorrowerBorrowers, any Lender or any other Person person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

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 ABRthe Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFRthe 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, ABRBase Rate, the Term SOFR Reference Rate, Adjusted Term 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, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFRBase 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 ABR, Term SOFR Reference Base Rate, Adjusted Term SOFRany Benchmark, Term SOFR any component definition thereof or any other Benchmarkrates referred to in the definition thereof, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the BorrowerBorrowers, any Lender or any other Person person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, in each case, except as expressly set forth in this Agreement, (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABRCanadian Rate, the C$ Benchmark, C▇▇▇▇, Daily Compounded C▇▇▇▇, Term C▇▇▇▇, the US Base Rate, the US Prime Rate, the US$ Benchmark, Term SOFR Reference Rate, Adjusted Term SOFR, Rate or Term SOFR, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any C$ Benchmark Replacement or US$ Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any C$ Benchmark Replacement or US$ Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABRCanadian Rate, the C$ Benchmark, C▇▇▇▇, Daily Compounded C▇▇▇▇, Term C▇▇▇▇, the US Base Rate, the US Prime Rate, the US$ Benchmark, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR or any other C$ Benchmark or US$ Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any C$ Benchmark Replacement Conforming Changes or US$ 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, Term SOFR Reference Canadian Rate, Adjusted Term SOFRthe US Base Rate, Term SOFRthe US Prime Rate, the C$ Benchmark, the US$ Benchmark, any alternative, successor or replacement rate (including any C$ Benchmark Replacement or US$ 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 ABRCanadian Rate, C▇▇▇▇, Daily Compounded C▇▇▇▇, Term C▇▇▇▇, the US Base Rate, the US Prime Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR or any other C$ Benchmark or US$ Benchmark, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABRthe Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Rate or Term 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, ABRthe Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, 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 ABRthe Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner 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, Adjusted Term SOFR, Term SOFR or any other Benchmark, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender Borrowers or any other Person for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or serviceservices.

Rates. Upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, Section 2.11(b)(i) provides 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 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 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 ABRLIBOR, the Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, the Term ▇▇▇▇▇ Reference Rate, Term ▇▇▇▇▇ or other rates in the definitions of “Adjusted Term Benchmark Rate”, “Term Benchmark Rate”, “Term SOFR”, “Term ▇▇▇▇▇” and “RFR Rate” or with respect to any alternative 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), whether upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and (including 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, Term ▇▇▇▇▇ Reference Rate, Term ▇▇▇▇▇, Adjusted Term Benchmark Rate, or RFR Rate, as applicable, or have the same volume or liquidity asas did the the Base Rate, ABR, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR ▇▇▇▇▇ Reference Rate, Term ▇▇▇▇▇, Adjusted Term Benchmark 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, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR or any other Benchmark, in each case, pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person 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.

Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABR, Term SOFR Reference Rate, Adjusted Term SOFR, Term 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, Term SOFR Reference Rate, Adjusted Term 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, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR or any other Benchmark, in each case, pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person for damages of 48 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.

Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABRthe Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, SOFR or Term 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, ABRthe Base Rate, the Term SOFR Reference Rate, Adjusted Term 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 Affiliates or other related entities may engage in transactions that affect the calculation of ABRthe Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, Term SOFR Reference the Base Rate, Adjusted Term SOFR, the Term SOFR Reference Rate, Term SOFR or any other Benchmark, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Rates. The Administrative Agent Price Differential on Transactions denominated in Dollars or any other currency permitted hereunder (if any) may be determined by reference to a benchmark rate that is, or may in the future become, the subject of regulatory reform or cessation. Regulators have signaled the need to use alternative reference rates for some of these benchmark rates and, as a result, such benchmark rates may cease to comply with applicable laws and regulations, may be permanently discontinued or the basis on which they are calculated may change. Buyer 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 ABRthe London interbank offered rate, Term SOFR Reference Ratethe rates in any Benchmark, Adjusted Term SOFR, Term SOFR, or any component definition thereof or rates referred to referenced in the definition thereof, thereof or with respect to any alternative, successor or replacement rate thereto (including any then-current Benchmark or any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) ), as it may or may not be adjusted pursuant to Section 12.01, will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (bii) the effect, implementation or composition of any Benchmark Replacement Conforming ChangesChanges implemented in accordance with Section 12.01. The Administrative Agent Buyer and its affiliates Affiliates or other related entities may engage in transactions that affect the calculation of ABR, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFRa 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 BorrowerSeller. The Administrative Agent Buyer may select information sources or services in its reasonable discretion to ascertain ABRany Benchmark, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR any component definition thereof or any other Benchmarkrates referenced in the definition thereof, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender Seller 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.”

Rates. The Administrative Agent Buyer 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 ABRany offered rate, Term SOFR Reference Ratethe rates in any Benchmark, Adjusted Term SOFR, Term SOFR, 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 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 12.01, will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, Term SOFR Reference Rate, Adjusted Term 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 ChangesChanges implemented in accordance with Section 12.01. The Administrative Agent Buyer and its affiliates Affiliates or other related entities may engage in transactions that affect the calculation of ABR, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFRa Benchmark, 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 BorrowerSeller. The Administrative Agent Buyer may select information sources or services in its reasonable discretion to ascertain ABRany Benchmark, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR any component definition thereof or any other Benchmarkrates referred to in the definition thereof, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender Seller 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.” (h) The last sentence of Section 3.01(f) of the Repurchase Agreement is hereby deleted in its entirety. (i) The first sentence of Section 3.03 of the Repurchase Agreement is hereby amended and restated in its entirety, as follows: “Notwithstanding any termination of the Funding Period and provided that Seller has extended the Facility Termination Date in accordance with Section 3.07, during the Future Advance Funding Period, and provided no unsatisfied Margin Call, Default or Event of Default has occurred and is continuing on or after giving effect to the requested advance, upon Seller’s request Buyer may, in its discretion, advance additional Purchase Price with respect to any Purchased Asset that is a Purchased Asset on or before the Funding Expiration Date and identified in the related Confirmation as a Purchased Asset with future funding obligations, provided, that, after giving effect to any such additional advances of Purchase Price, the aggregate Purchase Price outstanding for all Transactions outstanding shall not exceed the Maximum Amount.” (j) The last sentence of Section 3.03 of the Repurchase Agreement is hereby deleted in its entirety. (k) The last sentence of Section 3.06(a) of the Repurchase Agreement is hereby amended and restated in its entirety, as follows: “Notwithstanding the foregoing, on or before the Facility Termination Date, Seller shall repurchase all Purchased Assets by paying to Buyer or depositing into the Waterfall Account, as applicable, the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations.” (l) The last sentence of Section 3.07 of the Repurchase Agreement is hereby amended and restated in its entirety, as follows: Section 2. “Notwithstanding anything to the contrary in this Section 3.07, (i) in no event shall the Facility Termination Date be extended for more than two (2) one year periods, and (ii) an extension of the Facility Termination Date pursuant to this Section 3.07 shall extend the Repurchase Date for each Transaction to the earlier of (y) the new extended Facility Termination Date, or (z) the date derived from clause (d) of the definition of “Repurchase Date”, and, in connection therewith, ▇▇▇▇▇ and Seller shall execute all necessary updated Confirmations to reflect each such new Repurchase Date.”

Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABR, Term SOFR Reference the Alternate Base Rate, Adjusted Term SOFRthe Daily Simple RFR, Term SOFR, the Eurocurrency Rate 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, ABR, Term SOFR Reference the Alternate Base Rate, Adjusted Term SOFRthe Daily Simple RFR, Term SOFR the Eurocurrency Rate 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, Term SOFR Reference the Alternate Base Rate, Adjusted Term SOFRthe Daily Simple RFR, Term SOFRthe Eurocurrency Rate, any alternative, successor or replacement rate 49 Revolving Credit Agreement (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 Reference the Alternate Base Rate, Adjusted Term SOFRthe Daily Simple RFR, Term SOFR the Eurocurrency Rate or any other Benchmark, in each case, case pursuant to the terms of this Agreement, and and, except to the extent set forth in Section 9.03(b) or (c), shall have no liability to the Borrower, any Lender or any other Person person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABRthe Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, SOFR or Term 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 ReplacementSuccessor Rate), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark ReplacementSuccessor Rate) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABRthe Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR or any other Benchmark Successor Rate prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Successor Rate Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABRthe Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Adjusted Term SOFR, SOFR or any alternative, successor or replacement rate (including any Benchmark ReplacementSuccessor Rate) 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, Adjusted Term SOFR, Adjusted Term SOFR or any other BenchmarkSuccessor Rate, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender Bank 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.service.‌

Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABRBase Rate, the Term SOFR Reference Rate, Adjusted Rate or Term SOFR, Term the Daily Simple SOFR, the EURIBOR 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, ABRBase Rate, the Term SOFR Reference Rate, Adjusted the Term SOFR, Term SOFR the Daily Simple SOFR, the EURIBOR Rate or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Benchmark Replacement Conforming Changes. The AMENDED AND RESTATED CREDIT AGREEMENT ▇▇▇▇▇ HEALTHCARE CORPORATION Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABRBase Rate, the Term SOFR Reference Rate, Adjusted the Term SOFR, Term the Daily Simple SOFR, the EURIBOR Rate, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRBase Rate, the Term SOFR Reference Rate, Adjusted the Term SOFR, Term SOFR the Daily Simple SOFR, the EURIBOR Rate or any other Benchmark, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABR, Term SOFR Reference the Alternate Base Rate, Adjusted Term SOFRthe Daily Simple RFR, Daily Compounded ▇▇▇▇▇, Term SOFR, the CDO RateTerm ▇▇▇▇▇, the Adjusted EURIBO Rate, the AUD Rate, the ▇▇▇▇▇ ▇▇▇▇, the ▇▇▇▇▇▇ Rate, the BKBM 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, Term SOFR Reference the Alternate Base Rate, Adjusted the Daily Simple RFR, Daily Compounded ▇▇▇▇▇, Term SOFR, Term SOFR the CDO RateTerm ▇▇▇▇▇, the Adjusted EURIBO Rate, the AUD Rate, the ▇▇▇▇▇ ▇▇▇▇, the ▇▇▇▇▇▇ Rate, the BKBM Rate 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, Term SOFR Reference the Alternate Base Rate, Adjusted the Daily Simple RFR, Daily Compounded ▇▇▇▇▇, Term SOFR, Term SOFRthe CDO RateTerm ▇▇▇▇▇, 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 ABR, Term SOFR Reference the Alternate Base Rate, Adjusted the Daily Simple RFR, Daily Compounded ▇▇▇▇▇, Term SOFR, Term SOFR the CDO RateTerm ▇▇▇▇▇, the Adjusted EURIBO Rate, the AUD Rate, the ▇▇▇▇▇ ▇▇▇▇, the ▇▇▇▇▇▇ Rate, the BKBM Rate or any other Benchmark, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

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 ABRthe Base Rate, the Term SOFR Reference Rate, the Adjusted Term SOFRSOFR Rate, the Term SOFRSOFR Rate, the EURIBOR Rate, the Adjusted Term ▇▇▇▇▇ Rate, the ▇▇▇▇▇ 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, the Adjusted Term SOFRSOFR Rate, the Term SOFR Rate, the EURIBOR Rate, the Adjusted Term ▇▇▇▇▇ Rate, ▇▇▇▇▇, the ▇▇▇▇▇ ▇▇▇▇, 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, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFRBase 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 ABR, Term SOFR Reference Base Rate, Adjusted Term SOFRany Benchmark, Term SOFR any component definition thereof or any other Benchmarkrates referred to in the definition thereof, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the BorrowerBorrowers, any Lender or any other Person person or entity for damages any (i) losses, claims, damages, liabilities or expenses (whether in tort, contract or otherwise and whether at law or in equity) except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of any kindcompetent jurisdiction by a final and non-appealable judgment to have resulted from the gross negligence, including direct or willful misconduct of the Administrative Agent or (ii) indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), in each case, for any error or calculation of any such rate (or component thereof) provided by any such information source or service. (b) By agreeing to make Loans under this Agreement, each Lender is confirming it has all licenses, permits and approvals necessary for use of the reference rates referred to herein as provided for in this Agreement and it will comply with, preserve, renew and keep in full force and effect such licenses, permits and approvals for use of such rates under this Agreement. ​ ​ ​

Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABR, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple 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, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple 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 or other related entities may engage in transactions that affect the calculation of ABR, Term SOFR Reference Rate, 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, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR or any other Benchmark, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

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 ABR, Term SOFR Reference the Alternate Base Rate, Adjusted Term SOFR, Term SOFRthe 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, Term SOFR Reference the Alternate Base Rate, Adjusted Term SOFR, Term SOFR the EURIBO Rate or any other Benchmark prior to its discontinuance or unavailability, or (b) except as expressly set forth herein, 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, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFRthe 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 ABR, Term SOFR Reference the Alternate Base Rate, Adjusted Term SOFRany Benchmark, Term SOFR any component definition thereof or any other Benchmarkrates referred to in the definition thereof, in each case, 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.

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 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 ABRthe Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, or Term 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, ABRthe Base Rate, the Term SOFR Reference Rate, Adjusted Term 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 Lender and its affiliates or other related entities may engage in transactions that affect the calculation of ABRthe Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner 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, Adjusted Term SOFR, Term SOFR or any other BenchmarkBenchmark including any component thereof, or rates referenced in the definition thereof, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender Loan Parties 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.

Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABR, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, 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, Term SOFR Reference Rate, Adjusted Term 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, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR or any other Benchmark, in each case, pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person 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.,

Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABR, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple 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, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple 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 or other related entities may engage in transactions that affect the calculation of ABR, Term SOFR Reference Rate, 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, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR or any other Benchmark, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.any

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

Rates. The Administrative Agent Lender does not warrant or accept responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABRBase Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, SOFR or Term 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 asas Base Rate, ABR, the Term SOFR Reference Rate, Adjusted Term 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 Lender and its affiliates or other related entities may engage in transactions that affect the calculation of ABRBase Rate, the Term SOFR Reference Rate, Adjusted 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 Lender may select information sources or services in its reasonable discretion to ascertain ABRBase Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Adjusted Term SOFR or any other Benchmark, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender Borrower 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.

Rates. The Series 2023-2 Class A-1 Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABRthe Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Rate or Term 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, ABRthe Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Benchmark Replacement Conforming Changes. The Series 2023-2 Class A-1 Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABRthe Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the BorrowerIssuer. The Series 2023-2 Class A-1 Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR or any other Benchmark, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the BorrowerIssuer, any Lender Noteholder 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.. ARTICLE II

Rates. The Administrative Agent does and each Lender, as applicable, do not warrant or accept responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABRAlternative Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Rate or Term 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, ABRAlternative Base Rate, the Term SOFR Reference Rate, Adjusted Term 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 each Lender, as applicable, and its respective affiliates or other related entities may engage in transactions that affect the calculation of ABRAlternative Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner 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, Adjusted Term SOFR, Term SOFR or any other Benchmark, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, except in instances of the Administrative Agent’s gross negligence or willful misconduct as determined in a final and non-appealable judgment 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, (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABRthe Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFRthe 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, ABRBase Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, 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, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFRBase 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 ABR, Term SOFR Reference Base Rate, Adjusted Term SOFRany Benchmark, Term SOFR any component definition thereof or any other Benchmarkrates referred to in the definition thereof, in each case, 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.

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 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 ABRany Benchmark, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, 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, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR 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 transactions that affect the calculation of ABR, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFRany 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 ABRany Benchmark, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR any component definition thereof or any other Benchmarkrates referenced in the definition thereof, in each case, case pursuant to the terms of this Credit Agreement, and shall have no liability to the BorrowerBorrower Parties, 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.

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 Reference Rate, Adjusted Term SOFR, Term SOFRRate 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 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, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFRABR 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, Term SOFR Reference Rateany Benchmark, Adjusted Term SOFR, Term SOFR any component definition thereof or any other Benchmarkrates referred to in the definition thereof, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service., 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 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, Term SOFR Reference the Alternate Base Rate, Adjusted the Daily Simple RFR, Daily Simple SOFR, Daily Compounded ▇▇▇▇▇, Term SOFR, Term SOFR▇▇▇▇▇, the Adjusted EURIBO Rate, the AUD Rate, the TIBOR 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, Term SOFR Reference the Alternate Base Rate, Adjusted the Daily Simple RFR, Daily Simple SOFR, Daily Compounded ▇▇▇▇▇, Term SOFR, Term SOFR ▇▇▇▇▇, the Adjusted EURIBO Rate, the AUD Rate, the ▇▇▇▇▇ ▇▇▇▇ 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, Term SOFR Reference the Alternate Base Rate, Adjusted the Daily Simple RFR, Daily Simple SOFR, Daily Compounded ▇▇▇▇▇, Term SOFR, Term SOFR▇▇▇▇▇, the Adjusted EURIBO Rate, the AUD Rate, the ▇▇▇▇▇ ▇▇▇▇, 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 Reference the Alternate Base Rate, Adjusted the Daily Simple RFR, Daily Simple SOFR, Daily Compounded ▇▇▇▇▇, Term SOFR, Term SOFR ▇▇▇▇▇, the Adjusted EURIBO Rate, the AUD Rate, the ▇▇▇▇▇ ▇▇▇▇ or any other Benchmark, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABR, Term SOFR Reference Rate, Adjusted Term SOFR, Term 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, Term SOFR Reference Rate, Adjusted Term 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, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR or any other Benchmark, in each case, pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person 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.. SECTION 2

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 ABR, the Term SOFR Reference Rate, Adjusted Term SOFR, Rate or Term 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, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent Lender and its affiliates Affiliates or other related entities may engage in transactions that affect the calculation of ABR, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the Borrower. The Administrative Agent Lender may select information sources or services in its reasonable discretion to ascertain ABR, the Term SOFR Reference Rate, Adjusted Rate or Term SOFR, Term SOFR or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender Borrower 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. (g) Section 3.4 of the Loan Agreement is hereby amended and restated in its entirety as follows:

Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABRthe Alternate Base Rate, the Daily Simple RFR, Term SOFR Reference Rate▇▇▇▇▇, or the Adjusted Term SOFR, Term SOFR, Benchmark 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, the Daily Simple RFR, Term SOFR Reference Rate▇▇▇▇▇, the Adjusted Term SOFR, Term SOFR Benchmark Rate 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 ABRthe Alternate Base Rate, the Daily Simple RFR, Term SOFR Reference Rate▇▇▇▇▇, the Adjusted Term SOFR, Term SOFRBenchmark 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 767993213 21683072 information sources or services in its reasonable discretion to ascertain ABRthe Alternate Base Rate, the Daily Simple RFR, Term SOFR Reference Rate▇▇▇▇▇, the Adjusted Term SOFR, Term SOFR Benchmark Rate or any other Benchmark, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or serviceservice other than for direct or actual damages resulting 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 Series 2023-2 Class A-1 Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABRthe Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Rate or Term 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, ABRthe Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Benchmark Replacement Conforming Changes. The Series 2023-2 Class A-1 Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABRthe Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the BorrowerIssuer. The Series 2023-2 Class A-1 Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR or any other Benchmark, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the BorrowerIssuer, any Lender Noteholder 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.

Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABRthe Prime Rate, Term SOFR Reference Rate▇▇▇▇▇, Daily Compounded ▇▇▇▇▇, Adjusted Term SOFR▇▇▇▇▇, Term SOFR, 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, ABRthe Prime Rate, Term SOFR Reference Rate▇▇▇▇▇, Daily Compounded ▇▇▇▇▇, Adjusted Term SOFR▇▇▇▇▇, Term SOFR 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 ABRthe Prime Rate, Term SOFR Reference Rate▇▇▇▇▇, Daily Compounded ▇▇▇▇▇, Adjusted Term SOFR▇▇▇▇▇, Term SOFR, Adjusted Daily Compounded ▇▇▇▇▇ or any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Prime Rate, Term SOFR Reference Rate▇▇▇▇▇, Daily Compounded ▇▇▇▇▇, Adjusted Term SOFR▇▇▇▇▇, Term SOFR Adjusted Daily Compounded ▇▇▇▇▇ or any other Benchmark, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

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 ABR, the Term SOFR Reference Rate, Adjusted Term SOFR, Rate or Term 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, the Term SOFR Reference Rate, Adjusted Term 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 the Lenders and their respective affiliates or other related entities may engage in transactions that affect the calculation of the ABR, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner 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, Adjusted Term SOFR, Term SOFR or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the Borrowerany Obligor, 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.

Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABRthe Base Rate, the Term SOFR Reference Rate, Adjusted Rate or Term SOFR, Term |US-DOCS\151470090.12|| 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, ABRthe Base Rate, the Term SOFR Reference Rate, Adjusted Term 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 ABRthe Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner 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, Adjusted Term SOFR, Term SOFR or any other Benchmark, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABRthe Alternate Base Rate, the Daily Simple RFR, Term SOFR Reference Rate▇▇▇▇▇, or the Adjusted Term SOFR, Term SOFR, Benchmark 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, the Daily Simple RFR, Term SOFR Reference Rate▇▇▇▇▇, the Adjusted Term SOFR, Term SOFR Benchmark Rate 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 ABRthe Alternate Base Rate, the Daily Simple RFR, Term SOFR Reference Rate▇▇▇▇▇, the Adjusted Term SOFR, Term SOFRBenchmark 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 Reference Rate▇▇▇▇▇, the Adjusted Term SOFR, Term SOFR Benchmark Rate or any other Benchmark, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or serviceservice other than for direct or actual damages resulting 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 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, Term SOFR Reference the Alternate Base Rate, Adjusted Term SOFRthe Daily Simple RFR, Term SOFR, the CDO Rate, Term ▇▇▇▇▇ the Adjusted EURIBO Rate, the AUD Rate, the TIBOR 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, Term SOFR Reference the Alternate Base Rate, Adjusted the Daily Simple RFR, Term SOFR, the CDO Rate, Term SOFR ▇▇▇▇▇ the Adjusted EURIBO Rate, the AUD Rate, the ▇▇▇▇▇ ▇▇▇▇ 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, Term SOFR Reference the Alternate Base Rate, Adjusted the Daily Simple RFR, Term SOFR, the CDO Rate, Term SOFR▇▇▇▇▇, the Adjusted EURIBO Rate, the AUD Rate, the ▇▇▇▇▇ ▇▇▇▇, 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 Reference the Alternate Base Rate, Adjusted the Daily Simple RFR, Term SOFR, the CDO Rate, Term SOFR ▇▇▇▇▇, the Adjusted EURIBO Rate, the AUD Rate, the TIBOR Rate or any other Benchmark, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or serviceservice other than for direct or actual damages resulting 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 - 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 ABRany Benchmark, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, 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, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR 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, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFRa 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 ABRany Benchmark, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR any component definition thereof or any other Benchmarkrates referenced in the definition thereof, in each case, 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 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.

Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABR, Term SOFR Reference the Alternate Base Rate, the Daily Simple RFR, the Adjusted Term SOFR, Term SOFR, Benchmark Rate 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, ABR, Term SOFR Reference the Alternate Base Rate, the Daily Simple RFR, the Adjusted Term SOFR, Term SOFR Benchmark Rate 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, Term SOFR Reference the Alternate Base Rate, the Daily Simple RFR, the Adjusted Term SOFR, Term SOFRBenchmark 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 ABR, Term SOFR Reference the Alternate Base Rate, the Daily Simple RFR, the Adjusted Term SOFR, Term SOFR Benchmark Rate or any other Benchmark, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.. 51 Revolving Credit Agreement

Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABR, Term SOFR Reference the Alternate Base Rate, Adjusted Term SOFRthe Daily Simple RFR, Term SOFR, the Eurocurrency Rate 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, ABR, Term SOFR Reference the Alternate Base Rate, Adjusted the Daily Simple RFR, Term SOFR, Term SOFR the Eurocurrency Rate 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, Term SOFR Reference the Alternate Base Rate, Adjusted the Daily Simple RFR, Term SOFR, Term SOFRthe 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 ABR, Term SOFR Reference the Alternate Base Rate, Adjusted the Daily Simple RFR, Term SOFR, Term SOFR the Eurocurrency Rate or any other Benchmark, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service., other than for direct or actual damages resulting 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 Reference Rate, Adjusted Term SOFR, Term SOFRRate 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 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, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFRABR 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, Term SOFR Reference Rateany Benchmark, Adjusted Term SOFR, Term SOFR any component definition thereof or any other Benchmarkrates referred to in the definition thereof, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service., 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, (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABR, Term SOFR Reference the Alternate Base Rate, Adjusted Term SOFR, Term SOFRthe 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, Term SOFR Reference the Alternate Base Rate, Adjusted Term SOFR, Term SOFR the EURIBO Rate or any other Benchmark prior to its discontinuance or unavailability, or (b) except as expressly set forth herein, 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, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFRthe 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 ABR, Term SOFR Reference the Alternate Base Rate, Adjusted Term SOFRany Benchmark, Term SOFR any component definition thereof or any other Benchmarkrates referred to in the definition thereof, in each case, 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, #103105629v7 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.

Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABR, the Alternate Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Rate or Term 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, the Alternate Base Rate, the Term SOFR Reference Rate, Adjusted Term 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, the Alternate Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, the Alternate Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR or any other Benchmark, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, the Issuing Bank, 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.

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 ABRthe Base Rate, the Term SOFR Reference Rate, the Adjusted Term SOFRSOFR Rate, the Term SOFRSOFR Rate, the EURIBO Rate, the Adjusted Term ▇▇▇▇▇ Rate, ▇▇▇▇▇, the ▇▇▇▇▇ 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, the Adjusted Term SOFRSOFR Rate, the Term SOFR Rate, the EURIBO Rate, the Adjusted ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, the ▇▇▇▇▇ ▇▇▇▇, 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, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFRBase 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 ABR, Term SOFR Reference Base Rate, Adjusted Term SOFRany Benchmark, Term SOFR any component definition thereof or any other Benchmarkrates referred to in the definition thereof, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person person or entity for damages any (i) losses, claims, damages, liabilities or expenses (whether in tort, contract or otherwise and whether at law or in equity) except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of any kindcompetent jurisdiction by a final and non-appealable judgment to have resulted from the gross negligence, including direct or willful misconduct of the Administrative Agent or (ii) indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), in each case, for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABRAlternate Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Rate or Term 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, ABRAlternate Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Rate 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 ABRAlternate Base Rate, the Term SOFR Reference Rate, Adjusted Rate or Term SOFR, Term SOFR, 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, Adjusted Term SOFR, Rate or Term SOFR or any other Benchmark, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service. With respect to the Term SOFR, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any Loan Document (other than the consultation rights of the 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 Bank does not warrant or accept responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABRthe Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, SOFR or Term 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, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR 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 Bank and its affiliates or other related entities may engage in transactions that affect the calculation of ABR, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent Bank may select information sources or services in its reasonable discretion to ascertain ABR, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR SOFR, or any other Benchmark, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender Borrower 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.

Rates. The Administrative Agent Noteholder does not warrant or accept responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABR, Term SOFR Reference the Alternate Interest Rate, Adjusted Term SOFRthe Benchmark, Term SOFR, 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, Term SOFR Reference the Alternate Interest Rate, Adjusted Term SOFR, Term 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 Noteholder and its affiliates or other related entities may engage in transactions that affect the calculation of ABR, Term SOFR Reference the Alternate Interest Rate, Adjusted Term SOFR, Term SOFRthe 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, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR the Alternate Interest Rate or any other the Benchmark, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender Issuer 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.

Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABR, Term SOFR Reference the Alternate Base Rate, Adjusted Term the Daily Simple RFR, Daily Simple SOFR, Term SOFR, Daily Compounded ▇▇▇▇▇, Term ▇▇▇▇▇ the Adjusted EURIBO Rate, the AUD Rate, the TIBOR 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, Term SOFR Reference the Alternate Base Rate, Adjusted the Daily Simple RFR, Daily Simple SOFR, Term SOFR, Daily Compounded ▇▇▇▇▇, Term SOFR ▇▇▇▇▇ the Adjusted EURIBO Rate, the AUD Rate, the ▇▇▇▇▇ ▇▇▇▇ 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, Term SOFR Reference the Alternate Base Rate, Adjusted Term the Daily Simple RFR, Daily Simple SOFR, Term SOFR, Daily Compounded ▇▇▇▇▇, Term ▇▇▇▇▇, the Adjusted EURIBO Rate, the AUD Rate, the ▇▇▇▇▇ ▇▇▇▇, 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 Reference the Alternate Base Rate, Adjusted the Daily Simple RFR, Daily Simple SOFR, Term SOFR, Daily Compounded ▇▇▇▇▇, Term SOFR ▇▇▇▇▇, the Adjusted EURIBO Rate, the AUD Rate, the TIBOR Rate or any other Benchmark, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or serviceservice other than for direct or actual damages resulting 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 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 ABRthe Canadian Prime Rate, Term SOFR Reference Rate▇▇▇▇▇, Daily Compounded ▇▇▇▇▇, Adjusted Term SOFR▇▇▇▇▇, Term SOFR, 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, ABRthe Canadian Prime Rate, Term SOFR Reference Rate▇▇▇▇▇, Daily Compounded ▇▇▇▇▇, Adjusted Term SOFR▇▇▇▇▇, Term SOFR 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 ABRthe Canadian Prime Rate, Term SOFR Reference Rate▇▇▇▇▇, Daily Compounded ▇▇▇▇▇, Adjusted Term SOFR▇▇▇▇▇, Term SOFRAdjusted 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 SOFR Reference Rate▇▇▇▇▇, Daily Compounded ▇▇▇▇▇, Adjusted Term SOFR▇▇▇▇▇, Term SOFR Adjusted Daily Compounded ▇▇▇▇▇ or any other Benchmark, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABRAdjusted Reference Rate, the Term SOFR Reference Rate, Rate or Adjusted Term SOFR, Term 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, ABRAdjusted Reference Rate, the Term SOFR Reference Rate, Adjusted Term 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 ABRAdjusted Reference Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner 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, Term SOFR or any other Benchmark, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABR, Term SOFR Reference the Alternate Base Rate, the Daily Simple RFR or the Adjusted Term SOFR, Term SOFR, Benchmark Rate 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, ABR, Term SOFR Reference the Alternate Base Rate, the Daily Simple RFR, the Adjusted Term SOFR, Term SOFR Benchmark Rate 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, Term SOFR Reference the Alternate Base Rate, the Daily Simple RFR, the Adjusted Term SOFR, Term SOFRBenchmark 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 ABR, Term SOFR Reference the Alternate Base Rate, the Daily Simple RFR, the Adjusted Term SOFR, Term SOFR Benchmark Rate or any other Benchmark, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABR, Term SOFR Reference the Alternate Base Rate, the Daily Simple RFR, or the Adjusted Term SOFR, Term SOFRBenchmark 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, Term SOFR Reference the Alternate Base Rate, the Daily Simple RFR, the Adjusted Term SOFR, Term SOFR Benchmark Rate 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, Term SOFR Reference the Alternate Base Rate, the Daily Simple RFR, the Adjusted Term SOFR, Term SOFRBenchmark 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 ABR, Term SOFR Reference the Alternate Base Rate, the Daily Simple RFR, the Adjusted Term SOFR, Term SOFR Benchmark Rate or any other Benchmark, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABRthe Prime Rate, Term SOFR Reference Rate▇▇▇▇▇, Daily Compounded ▇▇▇▇▇, Adjusted Term SOFR▇▇▇▇▇, Term SOFR, 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, ABRthe Prime Rate, Term SOFR Reference Rate▇▇▇▇▇, Daily Compounded ▇▇▇▇▇, Adjusted Term SOFR▇▇▇▇▇, Term SOFR 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 ABRthe Prime Rate, Term SOFR Reference Rate▇▇▇▇▇, Daily Compounded ▇▇▇▇▇, Adjusted Term SOFR▇▇▇▇▇, Term SOFRAdjusted 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 SOFR Reference Rate▇▇▇▇▇, Daily Compounded ▇▇▇▇▇, Adjusted Term SOFR▇▇▇▇▇, Term SOFR Adjusted Daily Compounded ▇▇▇▇▇ or any other Benchmark, in each case, 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.

Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABR, Term SOFR Reference the Alternate Base Rate, Adjusted the Daily Simple RFR, or Term SOFR, Term SOFR, Benchmark 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 DOCVARIABLE #DNDocID \* MERGEFORMAT 748401849 49 Second Amended and Restated Revolving Credit Agreement liquidity as, ABRthe Alternate Base Rate, the Daily Simple RFR, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR Benchmark Rate 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 ABRthe Alternate Base Rate, the Daily Simple RFR, Term SOFR Reference Benchmark Rate, Adjusted Term SOFR, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner 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 Reference Rate, Adjusted Term SOFR, Term SOFR Benchmark Rate or any other Benchmark, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Rates. The Administrative Agent Price Differential on Transactions denominated in Dollars or any other currency permitted hereunder (if any) may be determined by reference to a benchmark rate that is, or may in the future become, the subject of regulatory reform or cessation. Regulators have signaled the need to use alternative reference rates for some of these benchmark rates and, as a result, such benchmark rates may cease to comply with applicable laws and regulations, may be permanently discontinued or the basis on which they are calculated may change. Buyer 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 ABRthe London interbank offered rate, Term SOFR Reference Ratethe rates in any Benchmark, Adjusted Term SOFR, Term SOFR, or any component definition thereof or rates referred to referenced in the definition thereof, thereof or with respect to any alternative, successor or replacement rate thereto (including any then-current Benchmark or any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) ), as it may or may not be adjusted pursuant to Section 12.01, will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Benchmark Replacement Conforming ChangesChanges implemented in accordance with Section 12.01. The Administrative Agent Buyer and its affiliates Affiliates or other related entities may engage in transactions that affect the calculation of ABR, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFRa 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 BorrowerSeller. The Administrative Agent Buyer may select information sources or services in its reasonable discretion to ascertain ABRany Benchmark, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR any component definition thereof or any other Benchmarkrates referenced in the definition thereof, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender Seller 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.”

Rates. The Administrative Applicable 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 ABRthe Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Rate or Term 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, ABRthe Base Rate, the Term SOFR Reference Rate, Adjusted Term 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 Applicable Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABRthe Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Applicable Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, in each case, 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.

Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABR, Term SOFR Reference the Alternate Base Rate, Adjusted the Daily Simple RFR, or the Term SOFR, Term SOFR, Benchmark 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 763013574 21680120763013574.7 Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, Term SOFR Reference the Alternate Base Rate, Adjusted the Daily Simple RFR, the Term SOFR, Term SOFR Benchmark Rate 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, Term SOFR Reference the Alternate Base Rate, Adjusted the Daily Simple RFR, the Term SOFR, Term SOFRBenchmark 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 ABR, Term SOFR Reference the Alternate Base Rate, Adjusted the Daily Simple RFR, the Term SOFR, Term SOFR Benchmark Rate or any other Benchmark, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABR, Term SOFR Reference Rate, Adjusted Term SOFR, Term 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, Term SOFR Reference Rate, Adjusted Term 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, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR or any other Benchmark, in each case, pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract 50 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.

Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, to (a) the continuation of, 50 Revolving Credit Agreement administration of, submission of, calculation of or any other matter related to ABR, Term SOFR Reference the Alternate Base Rate, Adjusted the Daily Simple RFR, or the Term SOFR, Term SOFRBenchmark 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, Term SOFR Reference the Alternate Base Rate, Adjusted the Daily Simple RFR, the Term SOFR, Term SOFR Benchmark Rate 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, Term SOFR Reference the Alternate Base Rate, Adjusted the Daily Simple RFR, the Term SOFR, Term SOFRBenchmark 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 ABR, Term SOFR Reference the Alternate Base Rate, Adjusted the Daily Simple RFR, the Term SOFR, Term SOFR Benchmark Rate or any other Benchmark, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation by any such information source or service of any such rate (or component thereof) provided by any such information source or service).

Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABR, Term SOFR Reference the Alternate Base Rate, the Daily Simple RFR, or the Adjusted Term SOFR, Term SOFR, Benchmark 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, Term SOFR Reference the Alternate Base Rate, the Daily Simple RFR, the Adjusted Term SOFR, Term SOFR Benchmark Rate 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, Term SOFR Reference the Alternate Base Rate, the Daily Simple RFR, the Adjusted Term SOFR, Term SOFRBenchmark 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 ABR, Term SOFR Reference the Alternate Base Rate, the Daily Simple RFR, the Adjusted Term SOFR, Term SOFR Benchmark Rate or any other Benchmark, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABRthe Prime Rate, Term SOFR Reference Rate▇▇▇▇▇, Daily Compounded ▇▇▇▇▇, Adjusted Term SOFR▇▇▇▇▇, Term SOFR, 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, ABRthe Prime Rate, Term SOFR Reference Rate▇▇▇▇▇, Daily Compounded ▇▇▇▇▇, Adjusted Term SOFR▇▇▇▇▇, Term SOFR 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 ABRthe Prime Rate, Term SOFR Reference Rate▇▇▇▇▇, Daily Compounded ▇▇▇▇▇, Adjusted Term SOFR▇▇▇▇▇, Term SOFR, Adjusted Daily Compounded ▇▇▇▇▇ or any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Prime Rate, Term SOFR Reference Rate▇▇▇▇▇, Daily Compounded ▇▇▇▇▇, Adjusted Term SOFR▇▇▇▇▇, Term SOFR Adjusted Daily Compounded ▇▇▇▇▇ or any other Benchmark, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and 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.

Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABRthe Base Rate, the Term SOFR Reference Rate or Daily Adjusting Term SOFR Rate, Adjusted Term SOFR, Term 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, ABRthe Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Daily Adjusting Term SOFR Rate 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 ABRthe Base Rate, the Term SOFR Reference Rate, Adjusted Daily Adjusting Term SOFR, Term SOFRSOFR 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, Adjusted Term SOFR, Daily Adjusting Term SOFR Rate or any other Benchmark, in each case, 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.. 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), all outstanding Daily Adjusting BSBY Rate Advances (as defined in the Prior Agreement) will be replaced by Daily Adjusting Term SOFR Advances in accordance with said form. In connection therewith, each 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. 4854-1287-6893.v9

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 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 ABRany Benchmark, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, 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, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR 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, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFRany 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 ABRany Benchmark, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR any component definition thereof or any other Benchmarkrates referenced in the definition thereof, in each case, case pursuant to the terms of this Credit Agreement, and shall have no liability to the BorrowerBorrower Parties, 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.

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 ABR, the Term SOFR Reference Rate, Adjusted Term SOFRSOFR or any other Benchmark, Term 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 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 3.04(b), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR 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, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, 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 Administrative Agent’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 may select information sources or services in its reasonable discretion to ascertain ABR, the Term SOFR Reference Rate, Adjusted Rate or Term SOFR, Term SOFR or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, in each case, except to the extent resulting from the Administrative Agent’s gross negligence or willful misconduct, in each case, as determined in a final and non-appealable judgment by a court of competent jurisdiction.

Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABRthe Index Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, SOFR or Term 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, ABRthe Index Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR 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 clause (b), to the extent of liabilities resulting from the bad faith, gross negligence or willful misconduct of the Administrative Agent as determined in a final judgment of a court of competent jurisdiction. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABRIndex Rate, the Term SOFR Reference Rate, Adjusted 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 Index Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Adjusted Term SOFR or any other Benchmark, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABRthe Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Rate or Term 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, ABRBase Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent and its affiliates Affiliates or other related entities may engage in transactions that affect the calculation of ABRBase Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner 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, Adjusted Term SOFR, Term SOFR or any other Benchmark, in each case, case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service. 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 transaction party of the 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 rate have been satisfied, (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 the foregoing.