Common use of Exchange Rates; Currency Equivalents; Interest Rates Clause in Contracts

Exchange Rates; Currency Equivalents; Interest Rates. (a) The Agent or the applicable Fronting Bank, as the case may be, shall in good faith determine the Dollar Equivalents of Loans, Letters of Credit and Outstanding Amounts denominated in Alternative Currencies as of each Revaluation Date. Such Dollar Equivalents shall become effective as of such Revaluation Date and shall be the Dollar Equivalents of such amounts until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrower hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Agent or the applicable Fronting Bank, as the case may be. (b) Wherever in this Agreement in connection with the borrowing, conversion, continuation or prepayment of an Alternative Currency Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined in good faith by the Agent or the applicable Fronting Bank, as the case may be. (c) The Agent does not warrant, nor accept responsibility, nor shall the Agent have any liability with respect to the administration, submission or any other matter related to any reference rate referred to herein or with respect to any rate (including, for the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any such rate (including, without limitation, any Successor Rate or Canadian Benchmark Replacement) (or any component of any of the foregoing) or the effect of any of the foregoing, or of any Conforming Changes or Canadian Benchmark Replacement Conforming Changes. The Agent and its affiliates or other related entities may engage in transactions or other activities that affect any reference rate referred to herein, or any alternative, successor or replacement rate (including, without limitation, any Successor Rate or Canadian Benchmark Replacement) (or any 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 Agent may select information sources or services in its reasonable discretion to ascertain any reference rate referred to herein or any alternative, successor or replacement rate (including, without limitation, any Successor Rate or Canadian 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 Bank 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 rate (or component thereof) provided by any such information source or service.

Exchange Rates; Currency Equivalents; Interest Rates. (a) The Agent or the applicable Fronting Bank, as the case may be, shall in good faith determine the Dollar Equivalents of Loans, Letters of Credit and Outstanding Amounts denominated in Alternative Currencies as of each Revaluation Date. Such Dollar Equivalents shall become effective as of such Revaluation Date and shall be the Dollar Equivalents of such amounts until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrower hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Agent or the applicable Fronting Bank, as the case may be. (b) Wherever in this Agreement in connection with the borrowing, conversion, continuation or prepayment of an a Eurocurrency Ratean Alternative Currency Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Eurocurrency Rate Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined in good faith by the Agent or the applicable Fronting Bank, as the case may be. (c) The Agent does not warrant, nor accept responsibility, nor shall the Agent have any liability with respect to the administrationadministration or, submission of, or any other matter related to any the rates in the definitions of “Eurocurrency Rate” or “LIBOR Daily Floating Rate”any reference rate referred to herein or with respect to any rate (including, for the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any such rate (including, without limitation, any Successor Rate or Canadian Benchmark ReplacementReplacement ) (or any Successor Rateany component of any of the foregoing) or the effect of any of the foregoing, or of any Conforming Changes or Canadian Benchmark Replacement Conforming Changes or Conforming Changes. The Agent and its affiliates or other related entities may engage in transactions or other activities that affect any reference rate referred to herein, or any alternative, successor or replacement rate (including, without limitation, any Successor Rate or Canadian Benchmark Replacement) (or any 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 Agent may select information sources or services in its reasonable discretion to ascertain any reference rate referred to herein or any alternative, successor or replacement rate (including, without limitation, any Successor Rate or Canadian 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 Bank 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 rate (or component thereof) provided by any such information source or service.

Exchange Rates; Currency Equivalents; Interest Rates. (a) The Administrative Agent or the applicable Fronting Issuing Bank, as the case may beapplicable, shall in good faith determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalents of Loans, Letters Equivalent amounts of Credit Events and Outstanding Amounts denominated in Alternative Currencies as of each Revaluation DateCurrencies. Such Dollar Equivalents Spot Rates shall become effective as of such Revaluation Date and shall be the Dollar Equivalents of such Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrower Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the applicable Fronting Issuing Bank, as the case may beapplicable. (b) Wherever in this Agreement in connection with the borrowinga Borrowing, conversion, continuation or prepayment of an Alternative Currency Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing, Alternative Currency Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined in good faith by the Administrative Agent or the applicable Fronting Issuing Bank, as the case may be. (c) 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 any reference rate referred to herein herein, the selection of rates, any related spread or adjustment or with respect to any rate (including, for the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any of such rate rates (including, without limitation, any Successor Rate or Canadian Benchmark ReplacementRate) (or any component of any of the foregoing) or the effect of any of the foregoing, or of any Conforming Changes or Canadian Benchmark Replacement Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions or other activities that affect any reference rate referred to herein, or any alternative, successor or replacement rate (including, without limitation, any Successor Rate or Canadian Benchmark ReplacementRate) (or any 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 any reference rate referred to herein or any alternative, successor or replacement rate (including, without limitation, any Successor Rate or Canadian Benchmark ReplacementRate) (or any component of any of the foregoing), in each case pursuant to the terms of this AgreementAgreements, and shall have no liability to the Borrower, any Bank 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 rate (or component thereof) provided by any such information source or service.

Exchange Rates; Currency Equivalents; Interest Rates. (a) The Agent or the applicable Fronting Bank, as the case may be, shall in good faith determine the Dollar Equivalents of Loans, Letters of Credit and Outstanding Amounts denominated in Alternative Currencies as of each Revaluation DateCurrencies. Such Dollar Equivalents shall become effective as of such Revaluation Date and shall be the Dollar Equivalents of such amounts until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrower hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Agent or the applicable Fronting Bank, as the case may be. (b) Wherever in this Agreement in connection with the borrowing, conversion, continuation or prepayment of an Alternative Currency a Eurocurrency Rate Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Eurocurrency Rate Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined in good faith by the Agent or the applicable Fronting Bank, as the case may be. (c) The Agent does not warrant, nor accept responsibility, nor shall the Agent have any liability with respect to the administrationadministration or submission of, submission or any other matter related to any reference rate referred to herein the rates in the definitions of “Eurocurrency Rate” or “LIBOR Daily Floating Rate” or with respect to any rate (including, for the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any such rate (including, without limitation, any Benchmark Replacement or Successor Rate or Canadian Benchmark Replacement) (or any component of any of the foregoingRate) or the effect of any of the foregoing, or of any Benchmark Replacement Conforming Changes or Canadian Benchmark Replacement Conforming Changes. The Agent and its affiliates or other related entities may engage in transactions or other activities that affect any reference rate referred to herein, or any alternative, successor or replacement rate (including, without limitation, any Successor Rate or Canadian Benchmark Replacement) (or any 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 Agent may select information sources or services in its reasonable discretion to ascertain any reference rate referred to herein or any alternative, successor or replacement rate (including, without limitation, any Successor Rate or Canadian 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 Bank 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 rate (or component thereof) provided by any such information source or service.

Exchange Rates; Currency Equivalents; Interest Rates. (a) The Administrative Agent or the applicable Fronting Issuing Bank, as the case may beapplicable, shall in good faith determine the Dollar Equivalents Equivalent amounts of Loans, Letters of Credit and Outstanding Amounts Borrowings denominated in Alternative Currencies as of each Revaluation DateCurrencies. Such Dollar Equivalents Equivalent shall become effective as of such Revaluation Date and shall be the Dollar Equivalents Equivalent of such amounts until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrower Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the applicable Fronting Issuing Bank, as the case may beapplicable. (b) Wherever in this Agreement in connection with the borrowinga Borrowing, conversion, continuation or prepayment of an Alternative Currency a Eurocurrency Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing, Eurocurrency Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined in good faith by the Administrative Agent or the applicable Fronting Issuing Bank, as the case may be. (c) 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 any reference rate referred to herein the rates in the definition of “LIBO Rate” or with respect to any rate (including, for the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any of such rate rates (including, without limitation, any Successor 42 (d) The interest rate on a Loan denominated in Dollars may be der ived from an interest rate benchmark that may be discontinued or is, or may in the future become, the subject of regulatory reform. Upon the occur rence of those events set forth in Section 2.14(a), Section 2.14(b) provides a mechanism for determining an alternative rate of interest. The Administrative Agent does not war rant or accept any responsibility for , and shall not have any liability with respect to, the administration, submission, performance or any other matter related to A BR , A lternative Base Rate, Adjusted Term SO F R , Term SO F R Rate, Term SO F R Reference Rate or Canadian Benchmark Replacement) (or any component definition thereof or rates refer red to in the definition thereof, or with respect to any alternative or successor rate thereto, or replacement rate thereof, including without limitation, whether the composition or character istics of any of the foregoing) such alternative, successor or the effect of any of the foregoingreplacement reference rate will be similar to, or of produce the same value or economic equivalence of, the existing interest rate being replaced or have the same volume or liquidity as A BR , A lternative Base Rate, Adjusted Term SO F R , Term SO F R Rate, Term SO F R Reference Rate or any Conforming Changes benchmark prior to its discontinuance or Canadian Benchmark Replacement Conforming Changesunavailability. The Administrative Agent and its affiliates or and/or other related entities may engage in transactions or other activities that affect any reference rate referred to hereinthe calculation of A BR , A lternative Base Rate, Adjusted Term SO F R , Term SO F R Rate, Term SO F R Reference Rate or any alternative, successor or replacement alternative rate (including, without limitation, and/or any Successor Rate or Canadian Benchmark Replacement) (or any component of any of the foregoing) or any related spread or other relevant adjustments thereto, in each case, in a manner adverse to the BorrowerBor rower . The Administrative Agent may select information sources or services in its reasonable discretion to ascertain any reference rate referred to herein A BR , A lternative Base Rate, Adjusted Term SO F R , Term SO F R Rate, Term SO F R Reference Rate or any alternativeother benchmark , successor or replacement rate (including, without limitation, any Successor Rate or Canadian Benchmark Replacement) (or any component of any of definition thereof, or rates referenced in the foregoing)definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowerBor rower , any Bank 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, er ror or calculation of any such rate (or component thereof) provided by any such information source or service.

Exchange Rates; Currency Equivalents; Interest Rates. (a) The Administrative Agent or the applicable Fronting BankAlternative Currency L/C Issuer, as the case may beapplicable, shall in good faith determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalents of Loans, Letters of Credit Extensions and Outstanding Amounts denominated in Alternative Currencies as of each Revaluation Date. Such Dollar Equivalents Spot RatesDollar Equivalent shall become effective as of such Revaluation Date and shall be the Dollar Equivalents Spot Rates employed in converting anyDollar Equivalent of such amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrower Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the applicable Fronting BankAlternative Currency L/C Issuer, as the case may beapplicable. (ba) Wherever in this Agreement in connection with the borrowinga Borrowing, conversion, continuation or prepayment of an a Eurocurrency Rate Loan or a Daily Floating Eurocurrency Ratean Alternative Currency Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing, Eurocurrency Rate Loan, Daily Floating Eurocurrency Rate Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined in good faith by the Administrative Agent or the applicable Fronting BankAlternative Currency L/C Issuer, as the case may be. (cb) 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 any reference rate referred to herein the rates in the definition of “Eurocurrency Rate”, “Daily Floating Eurocurrency Rate”, “LIBOR Daily Floating Rate” or with respect to any reference rate (including, for the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any of such rate rates (including, without limitation, any Successor Rate or Canadian Benchmark Replacement) (or any component of any of the foregoingRate) or the effect of any of the foregoing, or of any Conforming Changes or Canadian Benchmark Replacement Successor Rate Conforming Changes. The Agent and its affiliates or other related entities may engage in transactions or other activities that affect any reference rate referred to herein, or any alternative, successor or replacement rate (including, without limitation, any Successor Rate or Canadian Benchmark Replacement) (or any 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 Agent may select information sources or services in its reasonable discretion to ascertain any reference rate referred to herein or any alternative, successor or replacement rate (including, without limitation, any Successor Rate or Canadian 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 Bank 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 rate (or component thereof) provided by any such information source or service.

Exchange Rates; Currency Equivalents; Interest Rates. (a) The Administrative Agent or the applicable Fronting BankL/C Issuer, as the case may beapplicable, shall in good faith determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalents of Loans, Letters Equivalent amounts of Credit Extensions and Outstanding Amounts denominated in Alternative Currencies as of each Revaluation DateCurrencies. Such Dollar Equivalents Spot Rates shall become effective as of such Revaluation Date and shall be the Dollar Equivalents of such Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrower Loan Parties hereunder or calculating the financial covenants covenant hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the applicable Fronting BankL/C Issuer, as the case may beapplicable. (b) Wherever in this Agreement in connection with the borrowinga Borrowing, conversion, continuation or prepayment of an a Eurocurrency Rate Loan or Alternative Currency Daily Rate Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing, Eurocurrency Rate Loan, Alternative Currency Daily Rate Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined in good faith by the Administrative Agent or the applicable Fronting BankL/C Issuer, as the case may be. (c) 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 any reference rate referred to herein the rates in the definition of “Eurocurrency Rate”, “SOFR”, “XXXXX”, “Alternative Currency Daily Rate”, “Alternative Currency Term Rate” or with respect to any rate (including, for the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any of such rate (including, without limitation, any Successor Rate or Canadian Benchmark Replacement) (or any component of any of the foregoingRate) or the effect of any of the foregoing, or of any Conforming Changes or Canadian Benchmark Replacement Conforming Changes. The Agent and its affiliates or other related entities may engage in transactions or other activities that affect any reference rate referred to herein, or any alternative, successor or replacement rate (including, without limitation, any Successor Rate or Canadian Benchmark Replacement) (or any 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 Agent may select information sources or services in its reasonable discretion to ascertain any reference rate referred to herein or any alternative, successor or replacement rate (including, without limitation, any Successor Rate or Canadian 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 Bank 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 rate (or component thereof) provided by any such information source or service.

Exchange Rates; Currency Equivalents; Interest Rates. (a) The Administrative Agent or the applicable Fronting BankL/C Issuer, as the case may beapplicable, shall in good faith determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalents of Loans, Letters Equivalent amounts of Credit Extensions and Outstanding Amounts denominated in Alternative Currencies as of each Revaluation DateCurrencies. Such Dollar Equivalents Spot Rates shall become effective as of such Revaluation Date and shall be the Dollar Equivalents of such Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrower Loan Parties hereunder or calculating the financial covenants covenant hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the applicable Fronting BankL/C Issuer, as the case may beapplicable. (b) Wherever in this Agreement in connection with the borrowinga Borrowing, conversion, continuation or prepayment of an Alternative Currency Term Rate Loan or Alternative Currency Daily Rate Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing, Alternative Currency Term Rate Loan, Alternative Currency Daily Rate Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined in good faith by the Administrative Agent or the applicable Fronting BankL/C Issuer, as the case may be. (c) 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 any reference rate referred to herein or with respect to any rate (including, for the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any such rate (including, without limitation, any Successor Rate or Canadian Benchmark ReplacementRate) (or any component of any of the foregoing) or the effect of any of the foregoing, or of any Conforming Changes or Canadian Benchmark Replacement Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions or other activities that affect any reference rate referred to herein, or any alternative, successor or replacement rate (including, without limitation, any Successor Rate or Canadian Benchmark ReplacementRate) (or any 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 any reference rate referred to herein or any alternative, successor or replacement rate (including, without limitation, any Successor Rate or Canadian Benchmark ReplacementRate) (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 any Borrower, any Bank 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 rate (or component thereof) provided by any such information source or service.

Exchange Rates; Currency Equivalents; Interest Rates. (a) The Administrative Agent or the applicable Fronting Issuing Bank, as the case may beapplicable, shall in good faith determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalents of Loans, Letters Equivalent amounts of Credit Events and Outstanding Amounts denominated in Alternative Currencies as of each Revaluation DateCurrencies. Such Dollar Equivalents Spot Rates shall become effective as of such Revaluation Date and shall be the Dollar Equivalents of such Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrower Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the applicable Fronting Issuing Bank, as the case may beapplicable. (b) Wherever in this Agreement in connection with the borrowinga Borrowing, conversion, continuation or prepayment of an Alternative Currency Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing, Alternative Currency Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined in good faith by the Administrative Agent or the applicable Fronting Issuing Bank, as the case may be. (c) 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 any reference rate referred to herein the rates in the definition of “Alternative Currency Daily Rate”, “Alternative Currency Term Rate”, “Eurocurrency Rate”, “LIBOR Daily Floating Rate” or with respect to any rate (including, for the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any of such rate (including, without limitation, any Benchmark Replacement and any Successor Rate or Canadian Benchmark Replacement) (or any component of any of the foregoingRate) or the effect of any of the foregoing, or of any Benchmark Replacement Conforming Changes or Canadian Benchmark Replacement Conforming Changes. The Agent and its affiliates or other related entities may engage in transactions or other activities that affect any reference rate referred to herein, or any alternative, successor or replacement rate (including, without limitation, any Successor Rate or Canadian Benchmark Replacement) (or any 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 Agent may select information sources or services in its reasonable discretion to ascertain any reference rate referred to herein or any alternative, successor or replacement rate (including, without limitation, any Successor Rate or Canadian 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 Bank 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 rate (or component thereof) provided by any such information source or service.