Common use of Interest Rates; Benchmark Notification Clause in Contracts

Interest Rates; Benchmark Notification. The interest rate on a Loan 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 13.1 provides a mechanism for determining an alternative rate of interest. Neither the Agent nor any Lender warrants or accepts any responsibility for, and shall not have any liability with respect to (a) the continuation of, the administration of, submission of, calculation of, performance of or any other matter related to any interest rate used in this Agreement (including the Canadian Prime Rate, CDOR Rate, One Month CDOR Rate, U.S. Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, SOFR, Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR) or any component definition thereof or rates referred to in the definition thereof, or with respect to any alternative or successor rate thereto, or replacement rate thereof (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 Canadian Prime Rate, CDOR Rate, One Month CDOR Rate, U.S. Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, SOFR, Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR or any other Benchmark (or any component thereof) prior to its discontinuance or unavailability or (b) the effect, implementation or composition of any Conforming Changes. The Agent and any applicable Lender and their respective Affiliates and/or other related entities may engage in transactions that affect the calculation of any interest rate (or component thereof) used in this Agreement or any alternative, successor or replacement rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Agent and any applicable Lender may select information sources or services in its reasonable discretion to ascertain any interest rate used in this Agreement, any component thereof, or rates referred to in the definition thereof or any other Benchmark, in each case, pursuant to and in accordance with 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.

Interest Rates; Benchmark Notification. The interest rate on a Loan may be derived from an interest rate benchmark that may be discontinued Administrative Agent does not warrant or is, or may in the future become, the subject of regulatory reform. Upon the occurrence of a Benchmark Transition Event, Section 13.1 provides a mechanism for determining an alternative rate of interest. Neither the Agent nor any Lender warrants or accepts accept any responsibility for, and shall not have any liability with respect to (a) the continuation ofto, the administration ofadministration, submission of, calculation of, performance of or any other matter related to any interest rate used in this Agreement (including the Canadian Prime Base Rate, CDOR Term SOFR Reference Rate, One Month CDOR RateAdjusted Term SOFR, U.S. Base RateTerm SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR, SOFR, Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR) or any component definition thereof or rates referred to in the definition thereof, Benchmark or with respect to any alternative or alternative, successor rate thereto, or replacement rate thereof (including any Benchmark Replacement), or any calculation, component definition thereof or rate referenced in the definition thereof, including, without limitation, (i) any such alternative, successor or replacement rate (including any Benchmark Replacement) implemented pursuant to Section 2.08, upon the occurrence of a Benchmark Transition Event, and (ii) the effect, implementation or composition of any Benchmark Replacement Conforming Changes pursuant to Section 2.08(b)(ii), 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, or have the same volume or liquidity as, the Canadian Prime Base Rate, CDOR Term SOFR Reference Rate, One Month CDOR RateAdjusted Term SOFR, U.S. Base RateTerm SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR, SOFRSOFR or any Benchmark or have the same volume or liquidity as did Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR or SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any other Benchmark (or any component thereof) prior to its discontinuance or unavailability unavailability. In addition, the discontinuation of Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or (b) any Benchmark and any alternative, successor or replacement reference rate may result in a mismatch between the effectreference rate referenced in this Agreement and your other financial instruments, implementation or composition of any Conforming Changesincluding potentially those that are intended as xxxxxx. The Administrative Agent and any applicable Lender and their respective its Affiliates and/or other related entities Persons may engage in transactions that affect the calculation of Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any interest rate (or component thereof) used in this Agreement Benchmark or any alternative, successor or replacement rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse with all determinations of such Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark or such alternative, successor or replacement rate by the Administrative Agent to the Borrowerbe conclusive, absent manifest error. The Administrative Agent and any applicable Lender may select information sources or services in its reasonable discretion to ascertain any interest rate used in this AgreementBase Rate, any component thereofTerm SOFR Reference Rate, or rates referred to in the definition thereof Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any other BenchmarkBenchmark or any such alternative, successor or replacement rate, in each case, case pursuant to and in accordance with the terms of this AgreementAgreement (as amended, amended and restated, supplemented or otherwise modified from time to time), and shall have no liability to the Borrower, any Lender or any other person 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.

Interest Rates; Benchmark Notification. The interest rate on a Loan 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 EventEvent in respect of any Benchmark, Section 13.1 11.5 provides a mechanism for determining an alternative rate of interest. Neither the The Agent nor any Lender warrants does not warrant or accepts accept any responsibility for, and shall not have any liability with respect to to, (a) the continuation of, the administration of, submission of, calculation of, performance of or any other matter related to any interest rate used in this Agreement (including the Canadian including, without limitation, Prime Rate, CDOR Rate, One Month CDOR Rate, U.S. Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, SOFR, Term SOFR Reference Rate, Adjusted Term SOFR or SOFR, Term SOFR, XXXXX, Term XXXXX Reference Rate, Adjusted Term XXXXX, Adjusted Daily Compounded XXXXX or Daily Compounded XXXXX (each, a "Subject Rate")) or any component definition thereof or rates referred to in the definition thereof, or with respect to any alternative or successor rate thereto, or replacement rate thereof (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 Canadian Prime Rate, CDOR Rate, One Month CDOR Rate, U.S. Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, SOFR, Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR any Subject Rate or any other Benchmark (or any component thereof) prior to its discontinuance or unavailability unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Agent and any applicable Lender and their respective its Affiliates and/or other related entities may engage in transactions that affect the calculation of any interest rate (or component thereof) used in this Agreement or any alternative, successor or replacement rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Agent and any applicable Lender may select information sources or services in its reasonable discretion discretion, acting reasonably, to ascertain any interest rate used in this Agreement, any component thereof, or rates referred to in the definition thereof or any other Benchmarkthereof, in each case, case pursuant to and in accordance with 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.

Interest Rates; Benchmark Notification. The interest rate on a Loan denominated in dollars 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 13.1 2.19(a) provides a mechanism for determining an alternative rate of interest. Neither the The Administrative Agent does not warrant, nor any Lender warrants or accepts accept any responsibility for, and norand shall not the Administrative Agentnot have any liability with respect to (a) ), the continuation of, the administration of, submission of, calculation of, performance of ofperformance or any other matter related to any interest rate used in this Agreement (including the Canadian Prime Rate, CDOR Rate, One Month CDOR Rate, U.S. Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR or Term SOFR) any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, orany interest rate used in this Agreement, or with respect to any alternative alternative, or successor rate thereto, or replacement rate thereof thereto (including any Benchmark Replacement)Replacement)thereof, 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 existing interest rate being replaced or have the same volume or liquidity as, the Canadian Prime Rate, CDOR Rate, One Month CDOR Rate, U.S. Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or SOFR, Term SOFR SOFR, such Benchmark or any other Benchmark (or did any component thereof) existing interest rate prior to its discontinuance or unavailability unavailability, or (b) the effect, implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent and any applicable Lender and their respective Affiliates its affiliates and/or other related entities may engage in transactions that affect the calculation of the Base Rate or a Benchmark,any interest rate (or component thereof) used in this Agreement or any alternative, successor or replacement replacementalternative rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse to the BorrowerBorrowers. The Administrative Agent and any applicable Lender may select information sources or services in its reasonable discretion to ascertain the Base Rate, any Benchmarkany interest rate used in this Agreement, any component thereof, or rates referred to referenced in the definition thereof or any other Benchmarkthereof, in each case, case pursuant to and in accordance with the terms of this Agreement, and shall have no liability to the BorrowerBorrowers, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Interest Rates; Benchmark Notification. The interest rate on a Loan 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 13.1 12.1 provides a mechanism for determining an alternative rate of interest. Neither the Agent nor any Lender warrants or accepts any responsibility for, and shall not have any liability with respect to (a) the continuation of, the administration of, submission of, calculation of, performance of or any other matter related to any interest rate used in this Agreement (including the Applicable CDOR Rate, Canadian Prime Rate, CDOR Rate, CDOR, One Month CDOR Rate, U.S. Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, SOFR, Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR) or any component definition thereof or rates referred to in the definition thereof, or with respect to any alternative or successor rate thereto, or replacement rate thereof (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 Applicable CDOR Rate, Canadian Prime Rate, CDOR Rate, CDOR, One Month CDOR Rate, U.S. Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, SOFR, Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR or any other Benchmark (or any component thereof) prior to its discontinuance or unavailability or (b) the effect, implementation or composition of any Conforming Changes. The Agent and any applicable Lender and their respective Affiliates and/or other related entities may engage in transactions that affect the calculation of any interest rate (or component thereof) used in this Agreement or any alternative, successor or replacement rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Agent and any applicable Lender may select information sources or services in its reasonable discretion to ascertain any interest rate used in this Agreement, any component thereof, or rates referred to in the definition thereof or any other Benchmark, in each case, pursuant to and in accordance with 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.

Interest Rates; Benchmark Notification. The interest rate on a Loan may be derived from an interest rate benchmark that may be discontinued Administrative Agent does not warrant or is, or may in the future become, the subject of regulatory reform. Upon the occurrence of a Benchmark Transition Event, Section 13.1 provides a mechanism for determining an alternative rate of interest. Neither the Agent nor any Lender warrants or accepts accept any responsibility for, and shall not have any liability with respect to (a) the continuation ofto, the administration ofadministration, submission of, calculation of, performance of or any other matter related to any interest rate used in this Agreement (including the Canadian Prime Base Rate, CDOR Term SOFR Reference Rate, One Month CDOR RateAdjusted Term SOFR, U.S. Base RateTerm SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR, SOFR, Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR) or any component definition thereof or rates referred to in the definition thereof, Benchmark or with respect to any alternative or alternative, successor rate thereto, or replacement rate thereof (including any Benchmark Replacement), or any calculation, component definition thereof or rate referenced in the definition thereof, including, without limitation, (i) any such alternative, successor or replacement rate (including any Benchmark Replacement) implemented pursuant to Section 2.08, upon the occurrence of a Benchmark Transition Event, and (ii) the effect, implementation or composition of any Benchmark Replacement Conforming Changes pursuant to Section 2.08(b)(ii), 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, or have the same volume or liquidity as, the Canadian Prime Base Rate, CDOR Term SOFR Reference Rate, One Month CDOR RateAdjusted Term SOFR, U.S. Base RateTerm SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR, SOFRSOFR or any Benchmark or have the same volume or liquidity as did Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR or SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any other Benchmark (or any component thereof) prior to its discontinuance or unavailability unavailability. In addition, the discontinuation of Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or (b) any Benchmark and any alternative, successor or replacement reference rate may result in a mismatch between the effectreference rate referenced in this Agreement and your other financial instruments, implementation or composition of any Conforming Changesincluding potentially those that are intended as xxxxxx. The Administrative Agent and any applicable Lender and their respective its Affiliates and/or other related entities Persons may engage in transactions that affect the calculation of Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any interest rate (or component thereof) used in this Agreement Benchmark or any alternative, successor or replacement rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse with all determinations of such Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark or such alternative, successor or replacement rate by the Administrative Agent to the Borrowerbe conclusive, absent manifest error. The Administrative Agent and any applicable Lender may select information sources or services in its reasonable discretion to ascertain any interest rate used in this AgreementBase Rate, any component thereofTerm SOFR Reference Rate, or rates referred to in the definition thereof Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any other BenchmarkBenchmark or any such alternative, successor or replacement rate, in each case, case pursuant to and in accordance with the terms of this AgreementAgreement (as amended, amended and restated, supplemented or otherwise modified from time to time), and shall have no liability to the any Borrower, any Lender or any other person 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.

Interest Rates; Benchmark Notification. The interest rate on a Loan denominated in dollars 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 13.1 2.11 provides a the mechanism for determining an alternative rate of interest. Neither The Administrative Agent will promptly notify the Borrower, pursuant to Section 2.11(d), of any change to the reference rate upon which the interest rate on Term Benchmark Loans is based. However, the Administrative Agent nor any Lender warrants does not warrant or accepts accept any responsibility for, and shall not have any liability with respect to (a) the continuation of, the administration of, submission of, calculation of, performance of or any other matter related to any interest rate used in this Agreement (including the Canadian Prime Rate, CDOR Rate, One Month CDOR Rate, U.S. Alternate Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, 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 with respect to any alternative or alternative, successor rate thereto, or replacement rate thereof thereto (including any Benchmark Replacement), including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity asliquidity, as the Canadian Prime Rate, CDOR Rate, One Month CDOR Rate, U.S. Alternate Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR or any other Benchmark (or any component thereof) prior to its discontinuance or unavailability or (b) the effect, implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent and any applicable Lender and their respective Affiliates and/or its affiliates or other related entities may engage in transactions that affect the calculation of any interest rate (or component thereof) used in this Agreement or the Alternate Base Rate, the Term SOFR Reference Rate, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) and/or or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent and any applicable Lender may select information sources or services in its reasonable discretion to ascertain any interest rate used in this Agreementthe Alternate Base Rate, any component thereofthe Term SOFR Reference Rate, or rates referred to in the definition thereof Term SOFR or any other Benchmark, in each case, case pursuant to and in accordance with 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.

Interest Rates; Benchmark Notification. The interest rate on a Loan 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 EventEvent in respect of any Benchmark, Section 13.1 13.4 provides a mechanism for determining an alternative rate of interest. Neither the The Agent nor any Lender warrants does not warrant or accepts accept any responsibility for, and shall not have any liability with respect to to: (a) the continuation of, the administration of, submission of, calculation of, performance of or any other matter related to any interest rate used in this Agreement (including the Canadian Prime Rate, CDOR Reference Rate, One Month CDOR Successor Rate, U.S. Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or SOFR, Term SOFR) , Term XXXXX or Daily Compounded XXXXX or any component definition thereof thereof) or rates referred to in the definition thereof, or with respect to any alternative or successor rate thereto, or replacement rate thereof (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 Canadian Prime Rate, CDOR Reference Rate, One Month CDOR Successor Rate, U.S. Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR SOFR, Term SOFR, Term XXXXX or Term SOFR Daily Compounded XXXXX or any other Benchmark (or any component thereof) prior to its discontinuance or unavailability unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Agent and any applicable Lender and their respective its Affiliates and/or other related entities may engage in transactions that affect the calculation of any interest rate (or component thereof) used in this Agreement or any alternative, successor or replacement rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse to the a Borrower. The Agent and any applicable Lender may select information sources or services in its reasonable discretion discretion, acting reasonably, to ascertain any interest rate used in this Agreement, any component thereof, or rates referred to in the definition thereof or any other Benchmark, in each case, case pursuant to and in accordance with the terms of this Agreement, and shall have no liability to the any Borrower, any Lender or any other person 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.

Interest Rates; Benchmark Notification. The interest rate on a Loan denominated in Dollars 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 13.1 2.14(b) provides a mechanism for determining an alternative rate of interest. Neither the The Administrative Agent nor any Lender warrants does not warrant or accepts accept any responsibility for, and shall not have any liability with respect to (a) the continuation ofto, the administration ofadministration, submission of, calculation ofsubmission, performance of or any other matter related to any interest rate used in this Agreement (including the Canadian Prime Alternate Base Rate, CDOR Term SOFR Reference Rate, One Month CDOR Adjusted Term SOFR Rate, U.S. Base Term SOFR Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, SOFR, Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR) or any component definition thereof or rates referred to in the definition thereof, Benchmark or with respect to any alternative or alternative, successor rate thereto, or replacement rate thereof (including any Benchmark Replacement), or any calculation, component definition thereof or rate referenced in the definition thereof, including, without limitation, (i) any such alternative, successor or replacement rate (including any Benchmark Replacement) implemented pursuant to Section 2.14(b), upon the occurrence of a Benchmark Transition Event, and (ii) the effect, implementation or composition of any Benchmark Replacement Conforming Changes pursuant to Section 2.14(c), 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, or have the same volume or liquidity as, the Canadian Prime Alternate Base Rate, CDOR Term SOFR Reference Rate, One Month CDOR Adjusted Term SOFR Rate, U.S. Base Term SOFR Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, SOFRSOFR or any Benchmark or have the same volume or liquidity as did Alternate Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR or Rate, Term SOFR Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR or any other Benchmark (or any component thereof) prior to its discontinuance or unavailability unavailability. In addition, the discontinuation of Alternate Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR Rate, Term SOFR Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR or (b) any Benchmark and any alternative, successor or replacement reference rate may result in a mismatch between the effectreference rate referenced in this Agreement and your other financial instruments, implementation or composition of any Conforming Changesincluding potentially those that are intended as xxxxxx. The Administrative Agent and any applicable Lender and their respective its Affiliates and/or other related entities may engage in transactions that affect the calculation of Alternate Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR Rate, Term SOFR Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR or any interest rate (or component thereof) used in this Agreement Benchmark or any alternative, successor or replacement rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse with all determinations of such Alternate Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR Rate, Term SOFR Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark or such alternative, successor or replacement rate by the Administrative Agent to the Borrowerbe conclusive, absent manifest error. The Administrative Agent and any applicable Lender may select information sources or services in its reasonable discretion to ascertain any interest rate used in this AgreementAlternate Base Rate, any component thereofTerm SOFR Reference Rate, or rates referred to in the definition thereof Adjusted Term SOFR Rate, Term SOFR Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR or any other BenchmarkBenchmark or any such alternative, successor or replacement rate, in each case, case pursuant to and in accordance with the terms of this AgreementAgreement (as amended, amended and restated, supplemented or otherwise modified from time to time), 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.

Interest Rates; Benchmark Notification. The interest rate on a Loan 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, in respect of any Benchmark, Section 13.1 12.1 provides a mechanism for determining an alternative rate of interest. Neither the Agent nor any Lender warrants or accepts any responsibility for, and shall not have any liability with respect to (a) the continuation of, the administration of, submission of, calculation of, performance of or any other matter related to any interest rate used in this Agreement (including the Canadian Prime Rate, CDOR Rate, One Month CDOR Reference Rate, U.S. Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, SOFR, Term SOFR Reference Rate, Adjusted Term SOFR or SOFR, Term SOFR, Term XXXXX or Daily Compounded XXXXX) or any component definition thereof or rates referred to in the definition thereof, or with respect to any alternative or successor rate thereto, or replacement rate thereof (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 Canadian Prime Rate, CDOR Rate, One Month CDOR Reference Rate, U.S. Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, SOFR, Term SOFR Reference Rate, Adjusted Term SOFR SOFR, Term SOFR, Term XXXXX or Term SOFR Daily Compounded XXXXX or any other Benchmark (or any component thereof) prior to its discontinuance or unavailability or (b) the effect, implementation or composition of any Conforming Changes. The Agent and any applicable Lender and their respective Affiliates and/or other related entities may engage in transactions that affect the calculation of any interest rate (or component thereof) used in this Agreement or any alternative, successor or replacement rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Agent and any applicable Lender may select information sources or services in its reasonable discretion discretion, acting reasonably, to ascertain any interest rate used in this Agreement, any component thereof, or rates referred to in the definition thereof or any other Benchmark, in each case, case pursuant to and in accordance with 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.

Interest Rates; Benchmark Notification. The interest rate on a Loan an Advance 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 EventEvent in respect of any Benchmark, Section 13.1 8.4 provides a mechanism for determining an alternative rate of interest. Neither the The Agent nor any Lender warrants does not warrant or accepts accept any responsibility for, and shall not have any liability with respect to (a) the continuation of, the administration of, submission of, calculation of, performance of or any other matter related to any interest rate used in this Agreement (including the Canadian Prime Rate, CDOR Rate, One Month CDOR Rate, U.S. Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or SOFR, Term SOFR, Term XXXXX, Adjusted Term XXXXX, Daily Compounded XXXXX or Adjusted Daily Compounded XXXXX) or any component definition thereof or rates referred to in the definition thereof, or with respect to any alternative or successor rate thereto, or replacement rate thereof (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 Canadian Prime Rate, CDOR Rate, One Month CDOR Rate, U.S. Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, SOFR, Term SOFR Reference Rate, Adjusted Term SOFR or SOFR, Term SOFR SOFR, Term XXXXX, Adjusted Term XXXXX, Daily Compounded XXXXX, Adjusted Daily Compounded XXXXX or any other Benchmark (or any component thereof) prior to its discontinuance or unavailability or (b) the effect, implementation or composition of any Conforming Changes. The Agent and any applicable Lender and their respective its Affiliates and/or other related entities may engage in transactions that affect the calculation of any interest rate (or component thereof) used in this Agreement or any alternative, successor or replacement rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Agent and any applicable Lender may select information sources or services in its reasonable discretion discretion, acting reasonably, to ascertain any interest rate used in this Agreement, any component thereof, or rates referred to in the definition thereof or any other Benchmark, in each case, case pursuant to and in accordance with the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person 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.

Interest Rates; Benchmark Notification. The interest rate on a Loan denominated in US Dollarsany currency available hereunder 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 EventEvent in respect of any Benchmark, Section 13.1 10.5 provides a mechanism for determining an alternative rate of interest. Neither the The Agent nor any Lender warrants does not warrant or accepts accept any responsibility for, and shall not have any liability with respect to (a) the continuation of, the administration of, submission of, calculation of, performance of or any other matter related to any interest rate used in this Agreement Agreement, (including the Canadian Prime Rate, CDOR Rate, One Month CDOR Rate, U.S. US Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, SOFR, Term SOFR Reference Rate, Adjusted Term SOFR or SOFR, Term SOFR, XXXXX, Term XXXXX Reference Rate, Adjusted Term XXXXX, Adjusted Daily Compounded XXXXX, Term XXXXX or Daily Compounded XXXXX) or any component definition thereof or rates referred to in the definition thereof, or with respect to any alternative or successor rate thereto, or replacement rate thereof (including any Benchmark Replacement), including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, the existing interest rate being replaced or have the same volume or liquidity asas did any existing interest rate, including the Canadian Prime Rate, CDOR Rate, One Month CDOR Rate, U.S. US Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, SOFR, Term SOFR Reference Rate, Adjusted Term SOFR SOFR, Term SOFR, XXXXX, Term XXXXX Reference Rate, Adjusted Term XXXXX, Adjusted Daily Compounded XXXXX, Term XXXXX or Term SOFR Daily Compounded XXXXX or any other Benchmark (or any component thereof) prior to its discontinuance or unavailability or (b) the effect, implementation or composition of any Conforming Changes. The Agent and any applicable Lender and their respective Affiliates its aAffiliates and/or other related entities may engage in transactions that affect the calculation of any interest rate (or component thereof) used in this Agreement or any alternative, successor or replacement alternativereplacement rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Agent and any applicable Lender may select information sources or services in its reasonable discretion discretion, acting reasonably, to ascertain any interest rate used in this Agreement, any component thereof, or rates referred referencedreferred to in the definition thereof or any other Benchmark, in each case, case pursuant to and in accordance with 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.

Interest Rates; Benchmark Notification. The interest rate on a Loan 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, in respect of any Benchmark, Section 13.1 12.1 provides a mechanism for determining an alternative rate of interest. Neither the Agent nor any Lender warrants or accepts any responsibility for, and shall not have any liability with respect to (a) the continuation of, the administration of, submission of, calculation of, performance of or any other matter related to any interest rate used in this Agreement (including the Applicable CDOR Rate, Canadian Prime Rate, CDOR Rate, One Month CDOR Reference Rate, U.S. Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, SOFR, Term SOFR Reference Rate, Adjusted Term SOFR or SOFR, Term SOFR, Term XXXXX or Daily Compounded XXXXX) or any component definition thereof or rates referred to in the definition thereof, or with respect to any alternative or successor rate thereto, or replacement rate thereof (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 Applicable CDOR Rate, Canadian Prime Rate, CDOR Rate, One Month CDOR Reference Rate, U.S. Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, SOFR, Term SOFR Reference Rate, Adjusted Term SOFR SOFR, Term SOFR, Term XXXXX or Term SOFR Daily Compounded XXXXX or any other Benchmark (or any component thereof) prior to its discontinuance or unavailability or (b) the effect, implementation or composition of any Conforming Changes. The Agent and any applicable Lender and their respective Affiliates and/or other related entities may engage in transactions that affect the calculation of any interest rate (or component thereof) used in this Agreement or any alternative, successor or replacement rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Agent and any applicable Lender may select information sources or services in its reasonable discretion discretion, acting reasonably, to ascertain any interest rate used in this Agreement, any component thereof, or rates referred to in the definition thereof or any other Benchmark, in each case, pursuant to and in accordance with 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.

Interest Rates; Benchmark Notification. The interest rate on a Loan 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 EventEvent in respect of any Benchmark, Section 13.1 12.2 provides a mechanism for determining an alternative rate of interest. Neither the The Agent nor any Lender warrants does not warrant or accepts accept any responsibility for, and shall not have any liability with respect to to: (a) the continuation of, the administration of, submission of, calculation of, performance of or any other matter related to any interest rate used in this Agreement (including the Canadian Prime Rate, CDOR Rate, One Month CDOR Rate, the U.S. Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, SOFR, Term SOFR Reference Rate, Adjusted Term SOFR or SOFR, Term SOFR, XXXXX, the Term XXXXX Reference Rate, Adjusted Term XXXXX, Adjusted Daily Compounded XXXXX or Daily Compounded XXXXX) or any component definition thereof or rates referred to in the definition thereof, or with respect to any alternative or successor rate thereto, or replacement rate thereof (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 Canadian Prime Rate, CDOR Rate, One Month CDOR Rate, the U.S. Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR SOFR, Term SOFR, XXXXX, the Term XXXXX Reference Rate, Adjusted Term XXXXX, Adjusted Daily Compounded XXXXX or Term SOFR Daily Compounded XXXXX or any other Benchmark (or any component thereof) prior to its discontinuance or unavailability unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Agent and any applicable Lender and their respective its Affiliates and/or other related entities may engage in transactions that affect the calculation of any interest rate (or component thereof) used in this Agreement or any alternative, successor or replacement rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse to the a Borrower. The Agent and any applicable Lender may select information sources or services in its reasonable discretion discretion, acting reasonably, to ascertain any interest rate used in this Agreement, any component thereof, or rates referred to in the definition thereof or any other Benchmark, in each case, case pursuant to and in accordance with the terms of this Agreement, and shall have no liability to the any Borrower, any Lender or any other person 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.