Common use of Benchmark Calculations Clause in Contracts

Benchmark Calculations. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the continuation of, administration of, submission of, calculation of, or any other matter related to “Alternate Base Rate”, “SOFR”, “Term SOFR” or the “Term SOFR Reference Rate”, any component definition thereof or rates referenced in the definition thereof or any alternative or successor rate thereto, or replacement rate thereof (including, without limitation, (i) the then-current Benchmark or any Benchmark Replacement, (ii) any alternative, successor or replacement rate implemented pursuant to Section 4.5, whether upon the occurrence of a Benchmark Transition Event and (iii) the effect, implementation or composition of any Conforming Changes, including without limitation, (A) 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, or have the same volume or liquidity as the Alternate Base Rate, the existing Benchmark or any subsequent Replacement Benchmark prior to its discontinuance or unavailability (including Term SOFR, the Term SOFR Reference Rate or any other Benchmark), and (B) the impact or effect of such alternative, successor or replacement reference rate or Conforming Changes on any other financial products or agreements in effect or offered by or to the Borrower, the Servicer, any Originator, the Parent, the Guarantor or any of their respective Affiliates). The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Alternate Base Rate or any Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, the Parent, the Servicer, the Guarantor, any Originator, 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. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of the Alternate Base Rate or any Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) and any relevant adjustments thereto, in each case, in a manner adverse to the Borrower.

Benchmark Calculations. The Administrative Agent does and each Funding Agent do not warrant or accept any responsibility for, and shall not have any liability with respect to, the continuation of, administration of, submission of, calculation of, or any other matter related to “Alternate Base Rate”, “SOFR”, “Term SOFR” or the “Term SOFR Reference Rate”, any component definition thereof or rates referenced in the definition thereof or any alternative or successor rate thereto, or replacement rate thereof (including, without limitation, (i) the any then-current Benchmark or any Benchmark Replacement, (ii) any alternative, successor or replacement rate implemented pursuant to Section 4.53.04, whether upon the occurrence of a Benchmark Transition Event and (iii) the effect, implementation or composition of any Conforming Changes, including without limitation, (A) 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, or have the same volume or liquidity as the Alternate Base Rate, the existing Benchmark or any subsequent Replacement Benchmark prior to its discontinuance or unavailability (including Term SOFR, the Term SOFR Reference Rate or any other Benchmark), and (B) the impact or effect of such alternative, successor or replacement reference rate or Conforming Changes on any other financial products or agreements in effect or offered by or to the Borrower, the ServicerCo-Issuers, any Originator, the Parent, the Guarantor or Investor or any of their respective Affiliates). The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Alternate any Base Rate or any Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowerCo-Issuers, the Parent, the Servicer, the GuarantorManagers, any OriginatorInvestor, any Lender Funding Agents, Program Support Providers or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of the Alternate Base Rate or any Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) and any relevant adjustments thereto, in each case, in a manner adverse to the BorrowerCo-Issuers. Notwithstanding anything in this Agreement or any other Transaction Document to the contrary, the Administrative Agent (in any capacity under any Transaction Document) shall have no (i) responsibility or liability for determining, confirming or verifying the “Base Rate”, “SOFR”, “Term SOFR” or 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, (ii) responsibility or liability for designating or selecting a Benchmark Replacement or other alternate or replacement reference rate (or any component or modifier related thereto) as a successor or replacement benchmark interest rate (including whether any such rate meets any requirements specified in any Transaction Document or whether the conditions to the designation of such rate or the adoption of such rate or any amendments related thereto have been satisfied) and shall be entitled to rely upon any designation of such a rate (or any component or modifier related thereto) by any other Person designated in an applicable Transaction Document to determine such rate, (iii) responsibility for determining whether any event or date has occurred that would require or allow for the selection of a Benchmark Replacement or any other successor or replacement benchmark interest rate, (iv) obligation to determine or select any methodology or conventions for calculation of any Benchmark or Benchmark Replacement (which, for example, may include operational, administrative or technical parameters for compounding such rate), (v) liability for any failure or delay in performing its duties (if any) under any Transaction Document as a result of the unavailability of the Benchmark, a Benchmark Replacement or any other benchmark interest rate and (vi) liability for any failure or delay in performing its duties under this Agreement or other Transaction Document as a result of the unavailability of the Benchmark or any other reference rate described herein, including as a result of any inability, delay, error or inaccuracy on the part of any Person in providing reasonable prior written notice of the selection of any successor or replacement benchmark interest rate or any direction, instruction, notice or information required or contemplated by the terms of any Transaction Document and reasonably required for the performance of such duties. Notwithstanding anything in this Agreement or any other Transaction Document to the contrary, no Conforming Changes or other amendments to this Agreement shall be effective without the prior written consent of the Administrative Agent to the extent such amendments or Conforming Changes imposes any such obligation, responsibility or liability on the Administrative Agent (in any capacity under any Transaction Document).

Benchmark Calculations. The (a) None of the Administrative Agent does not warrant or accept any Funding Agent warrants or accepts any responsibility for, and shall not have any liability with respect to, the continuation of, administration of, submission of, calculation of, or any other matter related to “Alternate Base Rate”, “SOFR”, “Term SOFR” or the ”, “Term SOFR Reference Rate” or “Adjusted Term SOFR”, any component definition thereof or rates referenced in the definition thereof or any alternative or successor rate thereto, or replacement rate thereof (including, without limitation, (i) the any then-current Benchmark or any Benchmark Replacement, (ii) any alternative, successor or replacement rate implemented pursuant to Section 4.53.04, whether upon the occurrence of a Benchmark Transition Event and (iii) the effect, implementation or composition of any Conforming Changes, including without limitation, (A) 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, or have the same volume or liquidity as the Alternate Base Rate, the existing Benchmark or any subsequent Replacement Benchmark prior to its discontinuance or unavailability (including Adjusted Term SOFR, the Term SOFR Reference Rate or any other Benchmark), and (B) the impact or effect of such alternative, successor or replacement reference rate or Conforming Changes on any other financial products or agreements in effect or offered by or to the Borrower, the ServicerCo-Issuers, any Originator, the Parent, the Guarantor or Investor or any of their respective Affiliates). The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Alternate any Base Rate Rate, Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR or any Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowerCo-Issuers, the Parent, the Servicer, the GuarantorManager, any OriginatorInvestor, any Lender Funding Agents, Program Support Providers or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service. The Administrative Agent and its affiliates or other related entities may engage in transactions unrelated to this Agreement that affect the calculation of the Alternate Base Rate Rate, Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR or any Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) and any relevant adjustments thereto, in each case, in a manner adverse to the BorrowerCo-Issuers.

Benchmark Calculations. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the continuation of, administration of, submission of, calculation of, or any other matter related to “Alternate Base Rate”, “SOFR”, “Term SOFR” or the “Term SOFR Reference Rate”, any component definition thereof or rates referenced in the definition thereof or any alternative or successor rate thereto, or replacement rate thereof (including, without limitation, (i) the then-current Benchmark or any Benchmark Replacement, (ii) any alternative, successor or replacement rate implemented pursuant to Section 4.5, whether upon the occurrence of a Benchmark Transition Event and (iii) the effect, implementation or composition of any Conforming Changes, including without limitation, (A) 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, or have the same volume or liquidity as the Alternate Base Rate, the existing Benchmark or any subsequent Replacement Benchmark prior to its discontinuance or unavailability (including Term SOFR, the Term SOFR Reference Rate or any other Benchmark), and (B) the impact or effect of such alternative, successor or replacement reference rate or Conforming Changes on any other financial products or agreements in effect or offered by or to the Borrower, the Servicer, any Originator, the Parent, the Performance Guarantor or any of their respective Affiliates). The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Alternate Base Rate or any Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, the Parent, the Servicer, the Performance Guarantor, any Originator, 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. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of the Alternate Base Rate or any Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) and any relevant adjustments thereto, in each case, in a manner adverse to the Borrower.

Benchmark Calculations. The Administrative Agent does and each Funding Agent do not warrant or accept any responsibility for, and shall not have any liability with respect to, the continuation of, administration of, submission of, calculation of, or any other matter related to “Alternate Base Rate”, “SOFR”, “Term SOFR” or the “Term SOFR Reference Rate”, any component definition thereof or rates referenced in the definition thereof or any alternative or successor rate thereto, or replacement rate thereof (including, without limitation, (i) the any then-current Benchmark or any Benchmark Replacement, (ii) any alternative, successor or replacement rate implemented pursuant to Section 4.53.04, whether upon the occurrence of a Benchmark Transition Event and (iii) the effect, implementation or composition of any Conforming Changes, including without limitation, (A) 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, or have the same volume or liquidity as the Alternate Base Rate, the existing Benchmark or any subsequent Replacement Benchmark prior to its discontinuance or unavailability (including Term SOFR, the Term SOFR Reference Rate or any other Benchmark), and (B) the impact or effect of such alternative, successor or replacement reference rate or Conforming Changes on any other financial products or agreements in effect or offered by or to the Borrower, the ServicerCo-Issuers, any Originator, the Parent, the Guarantor or Investor or any of their respective Affiliates). The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Alternate any Base Rate or any Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowerCo-Issuers, the Parent, the Servicer, the GuarantorManagers, any OriginatorInvestor, any Lender Funding Agents, Program Support Providers or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of the Alternate Base Rate or any Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) and any relevant adjustments thereto, in each case, in a manner adverse to the BorrowerCo-Issuers.

Benchmark Calculations. The Administrative Agent does and each Funding Agent do not warrant or accept any responsibility for, and shall not have any liability with respect to, the continuation of, administration of, submission of, calculation of, or any other matter related to “Alternate Base Rate”, “SOFR”, “Adjusted Term SOFR”, “Term SOFR” or the “Term SOFR Reference Rate”, any component definition thereof or rates referenced in the definition thereof or any alternative or successor rate thereto, or replacement rate thereof (including, without limitation, (i) the any then-current Benchmark or any Benchmark Replacement, (ii) any alternative, successor or replacement rate implemented pursuant to Section 4.53.04, whether upon the occurrence of a Benchmark Transition Event and (iii) the effect, implementation or composition of any Conforming Changes, including without limitation, (A) 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, or have the same volume or liquidity as the Alternate Base Rate, the existing Benchmark or any subsequent Replacement Benchmark prior to its discontinuance or unavailability (including Term SOFR, Adjusted Term SOFR, the Term SOFR Reference Rate or any other Benchmark), and (B) the impact or effect of such alternative, successor or replacement reference rate or Conforming Changes on any other financial products or agreements in effect or offered by or to the Borrower, the ServicerCo-Issuers, any Originator, the Parent, the Guarantor or Investor or any of their respective Affiliates). The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Alternate any Base Rate or any Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowerCo-Issuers, the Parent, the Servicer, the GuarantorManager, any OriginatorInvestor, any Lender Funding Agents, Program Support Providers or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of the Alternate Base Rate or any Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) and any relevant adjustments thereto, in each case, in a manner adverse to the BorrowerCo-Issuers. Notwithstanding anything in this Agreement or any other Related Document to the contrary, the Administrative Agent (in any capacity under any Related Document) shall have no (i) responsibility or liability for determining, confirming or verifying the Benchmark, 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 thereof, or any alternative, successor or replacement rate thereto (ii) responsibility or liability for designating or selecting a Benchmark Replacement or other alternate or replacement reference rate (or any component or modifier related thereto) as a successor or replacement benchmark interest rate (including whether any such rate meets any requirements specified in any Related Document or whether the conditions to the designation of such rate or the adoption of such rate or any amendments related thereto have been satisfied) and shall be entitled to rely upon any designation of such a rate (or any component or modifier related thereto) by any other Person designated in an applicable Related Document to determine such rate, (iii) responsibility for determining whether any event or date has occurred that would require or allow for the selection of a Benchmark Replacement or any other successor or replacement benchmark interest rate, (iv) obligation to determine or select any methodology or conventions for calculation of any Benchmark or Benchmark Replacement (which, for example, may include operational, administrative or technical parameters for compounding such rate), (v) liability for any failure or delay in performing its duties (if any) under any Related Document as a result of the unavailability of the Benchmark, a Benchmark Replacement or any other benchmark interest rate and (vi) liability for any failure or delay in performing its duties under this Agreement or other Related Document as a result of the unavailability of the Benchmark or any other reference rate described herein, including as a result of any inability, delay, error or inaccuracy on the part of any Person in providing reasonable prior written notice of the selection of any successor or replacement benchmark interest rate or any direction, instruction, notice or information required or contemplated by the terms of any Related Document and reasonably required for the performance of such duties. Notwithstanding anything in this Agreement or any other Related Document to the contrary, no Conforming Changes or other amendments to this Agreement shall be effective without the prior written consent of the Administrative Agent to the extent such amendments or Conforming Changes imposes any such obligation, responsibility or liability on the Administrative Agent (in any capacity under any Related Document).