Common use of Times of Day; Rates Clause in Contracts

Times of Day; Rates. Unless otherwise specified, all references herein to times of day shall be references to Central time (daylight or standard, as applicable). The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, or any component definition thereof or rates referred to in the definition of “Eurodollar Rate” or with respect to any comparable orthereof, or any alternative, successor or replacement rate thereto. (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, 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 the Base Rate, the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR, Adjusted 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 or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Times of Day; Rates. Unless otherwise specified, all references herein to times of day shall be references to Central time (daylight or standard, as applicable). The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, or any component definition thereof or rates referred to in the definition of “Eurodollar Rate” or with respect to any comparable orthereofthereof, or any alternative, successor or replacement rate thereto. thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, 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 the Base Rate, the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR, Adjusted 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 or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Times of Day; Rates. Unless otherwise specified, all references herein to times of day shall be references to Central Eastern time (daylight or standard, as applicable). The Administrative Agent does not warrant, nor or accept responsibilityresponsibility for, nor norand shall the Administrative Agent Agentnot have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base RatetheABR, Adjusted Daily Simple SOFR, Daily Simple SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, or any component definition thereof or rates referred to in the definition of “Eurodollar RateAdjusted LIBOR” or with respect to any comparable orthereof, or any alternative, successor or replacement rate thereto. (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Base RateABR, Adjusted Daily Simple SOFR, Daily Simple SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR, SOFR 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 the Base RateABR, Adjusted Daily Simple SOFR, Daily Simple SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR, Adjusted SOFR or Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base RateABR, Adjusted Daily Simple SOFR, Daily Simple SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR, Adjusted SOFR or 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 or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Times of Day; Rates. Unless otherwise specified, all references herein to times of day shall be references to Central time (daylight or standard, as applicable)Eastern Time. The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to, the administration, submission or any other matter related to the rates in the definition of “Eurodollar Rate” or with respect to any comparable or successor rate thereto. . The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, or any component definition thereof or rates referred to in the definition of “Eurodollar Rate” or with respect to any comparable orthereofthereof, or any alternative, successor or replacement rate thereto. thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, SOFR 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 the Base Rate, the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Adjusted 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 or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Times of Day; Rates. Unless otherwise specifiedspecified in the Loan Documents, all time references herein are to times time in New York, New York. Administrative Agent will notify Borrowers, pursuant to Section 4.08, in advance of day shall be references any change to Central time (daylight or standard, as applicable)the Benchmark rate upon which the interest rate of Loans is based. The Administrative Agent does not warrantwarrant or accept responsibility for, nor accept responsibility, nor and shall the Administrative Agent not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Rate, the Alternative Currency Term SOFR Reference Rate, Adjusted SOFR, Term SOFR or Term SOFRDaily XXXXX, or any component definition thereof or rates referred to in the definition of “Eurodollar Rate” or with respect to any comparable orthereofthereof, or any alternative, successor or replacement rate thereto. thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Base Rate, the Alternative Currency Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR or Daily XXXXX 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 the Base Rate, the Alternative Currency Term SOFR Reference Rate, SOFR, Term SOFR, Adjusted Term SOFR, Daily XXXXX any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the BorrowerBorrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Rate, the Alternative Currency Term SOFR Reference Rate, SOFR, Term SOFR, Adjusted Term SOFR Daily XXXXX or any other Benchmark, in each case pursuant to the terms of this Credit Agreement, and shall have no liability to the BorrowerBorrowers, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Times of Day; Rates. Unless otherwise specified, all references herein to times of day shall be references to Central Eastern time (daylight or standard, as applicable). The Administrative Agent does not warrantwarrant or accept responsibility for, nor accept responsibility, nor and shall the Administrative Agent not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Alternate Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, or any component definition thereof or rates referred to in the definition of “Eurodollar Rate” or with respect to any comparable orthereofthereof, or any alternative, successor or replacement rate thereto. thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Alternate Base Rate, the 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 or other related entities may engage in transactions that affect the calculation of the Alternate Base Rate, the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Alternate Base Rate, the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR or any other Benchmark, in each case pursuant to the terms of this Credit Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Times of Day; Rates. Unless otherwise specified, all references herein to times of day shall be references to Central Eastern time (daylight or standard, as applicable). The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to (a) the continuation of, administration ofadministration, submission of, calculation of or any other matter related to the Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, or any component definition thereof or rates reference rate referred to in the definition of “Eurodollar Rate” herein or with respect to any comparable orthereofrate (including, for the avoidance of doubt, the selection of such rate and any related spread or any alternative, successor other adjustments) that is an alternative or replacement rate thereto. (including any Benchmark Replacement), including whether the composition for or characteristics of successor to any such alternative, successor or replacement rate (including any Benchmark ReplacementTerm SOFR Successor Rate or any Alternative Currency Successor Rate) will be similar to(or any component of any of the foregoing) or the effect of any of the foregoing, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Base Rate, the of any Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR Conforming Changes or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Alternative Currency Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of the Base Rateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR, or any alternative, successor or replacement rate (including any Benchmark ReplacementTerm SOFR Successor Rate or any Alternative Currency Successor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Rateany reference rate referred to herein or any alternative, the successor or replacement rate (including any Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR Successor Rate or any other BenchmarkAlternative Currency Successor Rate) (or any component of any of the foregoing), in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity Person for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof) provided by any such information source or service. For the avoidance of doubt, this paragraph of Section 1.05 does not alter or impair the rights and obligations of the Administrative Agent otherwise expressly set forth in this Agreement.

Times of Day; Rates. Unless otherwise specifiedspecified in the Loan Documents, all time references herein are to times time in New York, New York. Administrative Agent will notify Borrowers, pursuant to Section 4.08, in advance of day shall be references any change to Central time (daylight or standard, as applicable)the Benchmark rate upon which the interest rate of Loans is based. The Administrative Agent does not warrantwarrant or accept responsibility for, nor accept responsibility, nor and shall the Administrative Agent not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Rate, the Alternative Currency Term SOFR Reference Rate, Adjusted SOFR, Term SOFR or Term SOFRDaily XXXXX, or any component definition thereof or rates referred to in the definition of “Eurodollar Rate” or with respect to any comparable orthereofthereof, or any alternative, successor or replacement rate thereto. thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Base Rate, the Alternative Currency Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR or Daily XXXXX 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 the Base Rate, the Alternative 45 Currency Term SOFR Reference Rate, SOFR, Term SOFR, Adjusted Term SOFR, Daily XXXXX any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the BorrowerBorrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Rate, the Alternative Currency Term SOFR Reference Rate, SOFR, Term SOFR, Adjusted Term SOFR Daily XXXXX or any other Benchmark, in each case pursuant to the terms of this Credit Agreement, and shall have no liability to the BorrowerBorrowers, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Times of Day; Rates. 31 CHAR1\1985815v5 Unless otherwise specified, all references herein to times of day shall be references to Central Eastern time (daylight or standard, as applicable). The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to (a) the continuation of, administration ofadministration, submission of, calculation of or any other matter related to the Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, or any component definition thereof or rates reference rate referred to in the definition of “Eurodollar Rate” herein or with respect to any comparable orthereofrate (including, for the avoidance of doubt, the selection of such rate and any related spread or any alternative, successor other adjustment) that is an alternative or replacement rate thereto. (including any Benchmark Replacement), including whether the composition for or characteristics of successor to any such alternative, successor or replacement rate (including any Term SOFR Successor Rate, any Alternative Currency Successor Rate, or any Canadian Benchmark Replacement) will be similar to(or any component of any of the foregoing) or the effect of any of the foregoing, or produce the same value or economic equivalence ofof any Term SOFR Conforming Changes, any Alternative Currency Conforming Changes, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR or any other Canadian Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Replacement Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of the Base Rateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR, or any alternative, successor or replacement rate (including any Term SOFR Successor Rate, any Alternative Currency Successor Rate, or any Canadian Benchmark Replacement) (or any relevant component of any of the foregoing) or any related spread or other adjustments thereto, in each case, in a manner adverse to the BorrowerBorrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base any reference rate referred to herein or any alternative, successor or replacement rate (including any Term SOFR Successor Rate, the Term SOFR Reference any Alternative Currency Successor Rate, Term SOFR, Adjusted Term SOFR or any other BenchmarkCanadian Benchmark Replacement) (or any component of any of the foregoing), 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 Person for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof) provided by any such information source or service.. 1.06

Times of Day; Rates. Unless otherwise specified, all references herein to times of day shall be references to Central Eastern time (daylight or standard, as applicable). The Administrative Agent does doesand the Lenders do not warrant, nor accept responsibility, nor shall the Administrative Agent or any of the Lenders have any liability with respect to (a) the continuation of, administration ofadministration, submission of, calculation of or any other matter related to the Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, or any component definition thereof or rates referred to in the definition of “Eurodollar EurocurrencyEurodollar Rate” or with respect to any comparable orthereof, or any alternative, successor rate thereto.rate that is an alternative or replacement rate thereto. (including for or successor to any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including including, without limitation, any Benchmark Replacement) will be similar toor the effect of any of the foregoing, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, 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 or other related entities may engage in transactions or other activities that affect the calculation of the Base Rateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR, or any alternative, successor or replacement rate (including including, without limitation, any Benchmark Replacement) (or any relevant component of any of the foregoing) or any related spread or other 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 Base Rate, the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR any reference rate referred to herein or any other Benchmarkalternative, successor or replacement rate (including, without limitation, any Benchmark Replacement) (or any component of any of the foregoing), in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof) provided by any such information source or service.