Common use of Rates Clause in Contracts

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABR, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, any Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABRAlternate Base Rate, any the Daily Simple RFR, any Eurocurrency Rate, or the Adjusted Term SOFR Benchmark Rate or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), ) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABRthe Alternate Base Rate, any the Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Benchmark Rate such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmarkthe Alternate Base Rate, the Daily Simple RFR, the Adjusted Term Benchmark Rate, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Alternate Base Rate, the Daily Simple RFR, the Adjusted Term Benchmark Rate or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, service other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABR, any Daily Simple RFR, any Eurocurrency Alternate Base Rate, the Daily Simple RFR or the Adjusted Term SOFR Benchmark Rate or any other Benchmark, or any component definition thereof or rates referred to referenced in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), ) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABRthe Alternate Base Rate, any the Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Benchmark Rate such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmarkthe Alternate Base Rate, the Daily Simple RFR, the Adjusted Term Benchmark Rate, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Alternate Base Rate, the Daily Simple RFR, the Adjusted Term Benchmark Rate or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, service other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABRAlternate Base Rate, any the Daily Simple RFR, any Eurocurrency Term SOFR, the CDO Rate, the Adjusted Term SOFR EURIBO Rate, the AUD Rate, the XXXXX Xxxx, the XXXXXX Rate, the BKBM Rate or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), ) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABRthe Alternate Base Rate, any the Daily Simple RFR, any Eurocurrency Term SOFR, the CDO Rate, the Adjusted Term SOFR EURIBO Rate, the AUD Rate, the XXXXX Xxxx, the XXXXXX Rate, the BKBM Rate such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmarkthe Alternate Base Rate, the Daily Simple RFR, Term SOFR, the CDO Rate, the Adjusted EURIBO Rate, the AUD Rate, the XXXXX Xxxx, the XXXXXX Rate, the BKBM Rate, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Alternate Base Rate, the Daily Simple RFR, Term SOFR, the CDO Rate, the Adjusted EURIBO Rate, the AUD Rate, the XXXXX Xxxx, the XXXXXX Rate, the BKBM Rate or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABR, any Daily Simple RFR, any Eurocurrency Reference Rate, the Adjusted Term SOFR Rate or any other Benchmark, or any component definition thereof or rates referred to referenced in the definition thereof, thereof or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), ) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency the Reference Rate, the Adjusted Term SOFR Rate such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a the Reference Rate, the Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, any the Reference Rate or the Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Credit Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct except to the extent such damages, costs, losses or actual damages resulting solely from expenses are caused by the Administrative Agent’s gross negligence, willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdictionfraud.

Rates. (a) The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABRTerm SOFR Reference Rate, Term SOFR, any Adjusted Daily Simple RFR, any the Eurocurrency Rate, the Adjusted Term SOFR Eurocurrency Rate or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, or with respect to any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Exhibit 3 attached hereto, will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABRthe Term SOFR Reference Rate, Term SOFR, any Adjusted Daily Simple RFR, any the Eurocurrency Rate, the Adjusted Term SOFR Rate Eurocurrency Rate, such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates Affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the BorrowerBorrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, any Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to 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, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABR, any Daily Simple RFR, any Eurocurrency Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR Rate or any other BenchmarkTerm SOFR, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), ) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR Rate such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes, in the case clause (a) or (b), except such as shall result from the gross negligence or willful misconduct of the Administrative Agent as determined by a final non-appealable judgment of a court of competent jurisdiction. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a BenchmarkBase Rate, the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRBase Rate, the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABRTerm SOFR Reference Rate, any Adjusted Term SOFR, Adjusted Daily Simple RFR, any Eurocurrency Rate, the Adjusted SOFR or Term SOFR Rate or any other BenchmarkSOFR, or any component definition thereof or rates referred to in the definition thereof, or with respect to any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 3.10(c), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABRthe Term SOFR Reference Rate, any Adjusted Term SOFR, Adjusted Daily Simple RFRSOFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates Affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmarkthe Term SOFR Reference Rate, Adjusted Term SOFR, Adjusted Daily Simple SOFR, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Term SOFR Reference Rate, Adjusted Term SOFR, Adjusted Daily Simple SOFR or Term SOFR, or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Credit Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service. In connection with the use or administration of any Benchmark, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a finalwill have the right to make Conforming Changes from time to time and, non-appealable judgment notwithstanding anything to the contrary herein or in any other Credit Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of a court any other party to this Credit Agreement or any other Credit Document. The Administrative Agent will promptly notify the Borrower and the Lenders of competent jurisdictionthe effectiveness of any Conforming Changes in connection with the use or administration of any Benchmark.

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, to (a) the continuation administration, construction, calculation, publication, continuation, discontinuation, movement, or regulation of, administration of, submission of, calculation of or any other matter related to to, the ABR, any Daily Simple RFR, any Eurocurrency Alternate Base Rate, the Adjusted Term SOFR Rate or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), any component definition thereof or rates referred to in the definition thereof, including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), will be is similar to, or will produce the same value or economic equivalence of, any other rate or whether financial instruments referencing or underlying the Benchmark will have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate such Benchmark as those referencing or underlying any other Benchmark prior to its discontinuance or unavailabilityrate, (b) the impact of any regulatory statements about, or actions taken with respect to any Benchmark (bor component thereof), (c) changes made by any administrator to the methodology used to calculate any Benchmark (or component thereof) or (d) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a the Alternate Base Rate, the Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, such transactions. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Alternate Base Rate, any the Benchmark, or any component definition thereof alternative, successor or rates referred to in the definition thereofreplacement rate (including any Benchmark Replacement), in each case pursuant to the terms of this Credit Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, to (ai) the continuation of, administration of, submission of, calculation of or any other matter related to the ABR, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Reference Rate or any other BenchmarkTerm SOFR, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), ) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the ABR, any Daily Simple RFR, any Eurocurrency the Term SOFR Reference Rate, the Adjusted Term SOFR Rate such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (bii) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities Parties may engage in transactions that affect the calculation of ABR or a Benchmarkthe ABR, the Term SOFR Reference Rate, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the ABR, the Term SOFR Reference Rate, Term SOFR or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service. The Administrative Agent does not warrant, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of nor accept responsibility, nor shall the Administrative Agent as determined by a finalhave any liability with respect to the administration, non-appealable judgment submission or any other matter related to the rates in the definition of a court of competent jurisdiction“SOFR”, “Term SOFR” or with respect to any comparable or successor rate thereto.

Rates. For The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABR, any Daily Simple RFR, any Eurocurrency Base Rate, the Adjusted Term SOFR Reference Rate, Term SOFR, the EURIBO Rate or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency Base Rate, the Adjusted Term SOFR Rate Reference Rate, Term SOFR, the EURIBO Rate, such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR Base Rate or a Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the BorrowerBorrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRBase Rate, any Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to 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, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, to (a) the continuation administration, construction, calculation, publication, continuation, discontinuation, movement, or regulation of, administration of, submission of, calculation of or any other matter related to to, the ABR, any Daily Simple RFR, any Eurocurrency Alternate Base Rate, the Adjusted Term SOFR Rate or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), any component definition thereof or rates referred to in the definition thereof, including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), will be is similar to, or will produce the same value or economic equivalence of, any other rate or whether financial instruments referencing or underlying the Benchmark will have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate such Benchmark as those referencing or underlying any other Benchmark prior to its discontinuance or unavailabilityrate, (b) the impact of any regulatory statements about, or actions taken with respect to any Benchmark (bor component thereof), (c) changes made by any administrator to the methodology used to calculate any Benchmark (or component thereof) or (d) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a the Alternate Base Rate, the Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, such transactions. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Alternate Base Rate, any the Benchmark, or any component definition thereof alternative, successor or rates referred to in the definition thereofreplacement rate (including any Benchmark Replacement), in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does Agents do not warrant or accept any responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABRBase Rate, any Daily Simple RFRthe Term SOFR Reference Rate, any Adjusted Term SOFR, Term SOFR, the Eurocurrency Rate, the Adjusted Term SOFR Rate or any other Benchmark, XXXXX or any component definition thereof of any of the foregoing, or rates referred to in the definition thereofof any of the foregoing, or any alternative, successor or replacement rate thereto to any of the foregoing (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), ) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABRthe Base Rate, any Daily Simple RFRthe Term SOFR Reference Rate, any Adjusted Term SOFR, Term SOFR, the Eurocurrency Rate, the Adjusted Term SOFR Rate such Benchmark XXXXX or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent Agents and its their affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmarkthe Base Rate, the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR, the Eurocurrency Rate, XXXXX, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the BorrowerLoan Parties. The Administrative Agent Agents may select information sources or services in its their reasonable discretion to ascertain ABRthe Base Rate, the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR, the Eurocurrency Rate, XXXXX, or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrowerany Loan Party, 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, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABRTerm SOFR Reference Rate, any Adjusted Term SOFR, Adjusted Daily Simple RFR, any Eurocurrency Rate, the Adjusted SOFR or Term SOFR Rate or any other BenchmarkSOFR, or any component definition thereof or rates referred to in the definition thereof, or with respect to any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 3.10(c), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABRthe Term SOFR Reference Rate, any Adjusted Term SOFR, Adjusted Daily Simple RFRSOFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates Affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmarkthe Term SOFR Reference Rate, Adjusted Term SOFR, Adjusted Daily Simple SOFR, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Term SOFR Reference Rate, Adjusted Term SOFR, Adjusted Daily Simple SOFR or Term SOFR, or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Credit Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service. In connection with the use or administration of Term SOFR or Adjusted Daily Simple SOFR, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a finalwill have the right to make Conforming Changes from time to time and, non-appealable judgment notwithstanding anything to the contrary herein or in any other Credit Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of a court any other party to this Credit Agreement or any other Credit Document. The Administrative Agent will promptly notify the Borrower and the Lenders of competent jurisdictionthe effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR or Adjusted Daily Simple SOFR.

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABRBase Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, any Daily Simple RFR or Adjusted Daily Simple RFR, any the Eurocurrency Rate, the Adjusted Term SOFR Eurocurrency Rate or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABRBase Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, any Daily Simple RFR or Adjusted Daily Simple RFR, any the Eurocurrency Rate, the Adjusted Term SOFR Rate Eurocurrency Rate, such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR the Base Rate or a Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Base Rate, any Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABR, any Daily Simple RFR, any Eurocurrency Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR Rate or any other BenchmarkRCF Term SOFR, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any RCF Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any RCF Benchmark Replacement), ) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, RCF Term SOFR Rate such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a BenchmarkBase Rate, the Term SOFR Reference Rate, RCF Term SOFR, Adjusted Term SOFR, any alternative, successor or replacement rate (including any RCF Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRBase Rate, the Term SOFR Reference Rate, the RCF Term SOFR, Adjusted Term SOFR or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent Lender does not warrant or accept any responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABR, any Daily Simple RFR, any Eurocurrency Term SOFR Reference Rate, the Adjusted Term SOFR Rate SOFR, or any other BenchmarkTerm SOFR, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), ) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency the Term SOFR Reference Rate, the Adjusted Term SOFR, Term SOFR Rate such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent Lender and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmarkthe Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent Lender may select information sources or services in its reasonable discretion to ascertain ABRthe Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR, or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender Borrower or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABR, any Daily Simple RFR, any Eurocurrency Base Rate, the Adjusted Term SOFR Reference Rate or any other BenchmarkTerm SOFR, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), ) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency the Base Rate, the Adjusted Term SOFR Rate such Benchmark Reference Rate, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes; provided that the Administrative Agent shall remain liable for its obligations to the extent expressly set forth in this Agreement. The Administrative Agent Lender and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmarkthe Base Rate, the Term SOFR Reference Rate, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the BorrowerBorrowers. The Administrative Agent Lender may select information sources or services in its reasonable discretion to ascertain ABRthe Base Rate, the Term SOFR Reference Rate, Term SOFR or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender Borrowers or any other person or entity Person for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdictionservices.

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABRTerm SOFR Reference Rate, any Adjusted Term SOFR, Adjusted Daily Simple RFR, any Eurocurrency Rate, the Adjusted SOFR or Term SOFR Rate or any other BenchmarkSOFR, or any component definition thereof or rates referred to in the definition thereof, or with respect to any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 4.2.(c), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABRthe Term SOFR Reference Rate, any Adjusted Term SOFR, Adjusted Daily Simple RFRSOFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates Affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmarkthe Term SOFR Reference Rate, Adjusted Term SOFR, Adjusted Daily Simple SOFR, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the BorrowerBorrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Term SOFR Reference Rate, Adjusted Term SOFR, Adjusted Daily Simple SOFR or Term SOFR, or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to 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, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent Lender does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABR, any Daily Simple RFR, any Eurocurrency Term SOFR Reference Rate, the Adjusted Term SOFR Rate or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, or with respect to any alternative, successor or replacement rate thereto (including any then-current Benchmark or any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 2.14(a)(iii), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency the Term SOFR Reference Rate, the Adjusted Term SOFR Rate such Benchmark or any other Benchmark Benchmark, prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent Lender and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmarkthe Term SOFR Reference Rate, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the Borrower. The Administrative Agent Lender may select information sources or services in its reasonable discretion to ascertain ABRthe Term SOFR Reference Rate or Term SOFR, or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender Borrower or any other person or 313271651.15 62 313271651.15 entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABRTerm SOFR Reference Rate, any Adjusted Term SOFR, Adjusted Daily Simple RFR, any Eurocurrency Rate, the Adjusted SOFR or Term SOFR Rate or any other BenchmarkSOFR, or any component definition thereof or rates referred to in the definition thereof, or with respect to any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 5.9., will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABRthe Term SOFR Reference Rate, any Adjusted Term SOFR, Adjusted Daily Simple RFRSOFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates Affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmarkthe Term SOFR Reference Rate, Adjusted Term SOFR, Adjusted Daily Simple SOFR, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Term SOFR Reference Rate, Adjusted Term SOFR, Adjusted Daily Simple SOFR or Term SOFR, or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABR, any Daily Simple RFR, any Eurocurrency Term SOFR Reference Rate, the Adjusted Term SOFR Rate or any other BenchmarkSOFR, EURIBOR, XXXXX, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), ) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency the Term SOFR Reference Rate, the Adjusted Term SOFR Rate such Benchmark SOFR, EURIBOR or XXXXX or any other Benchmark prior to its discontinuance or unavailability, (b) any actions or use of its discretion or other decisions or determinations made with respect to any matters covered by Section 2.22 including, without limitation, whether or not a Benchmark Transition Event has occurred, the removal or lack thereof of unavailable or non-representative tenors, the implementation or lack thereof of any Conforming Changes, the delivery or non-delivery of any notices required by Section 2.22(c) or otherwise in accordance herewith, or (bc) the effect, implementation or composition of any Conforming ChangesChanges or any of the provisions of Section 2.22. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR the Term SOFR Reference Rate, Term SOFR, EURIBOR or a BenchmarkXXXXX, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the BorrowerBorrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Term SOFR Reference Rate, Term SOFR, EURIBOR, XXXXX or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the any Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABRBase Rate, any the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, the EURIBOR Rate, the Adjusted EURIBOR Rate, Adjusted Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate or any other Benchmark, Benchmark or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), ) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABRthe Base Rate, any the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, the EURIBOR Rate, the Adjusted EURIBOR Rate, Adjusted Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR the Base Rate, the EURIBOR Rate, the Adjusted EURIBOR Rate, Adjusted Daily Simple RFR, the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR or a Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the BorrowerBorrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Base Rate, the EURIBOR Rate, the Adjusted EURIBOR Rate, Adjusted Daily Simple RFR, the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR, any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the any Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABR, any Daily Simple RFR, any Eurocurrency Term SOFR Reference Rate, the Adjusted Term SOFR Rate or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, or with respect to any alternative, successor or replacement rate thereto (including any then-current Benchmark or any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 2.10(g), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency the Term SOFR Reference Rate, the Adjusted Term SOFR Rate such Benchmark or any other Benchmark Benchmark, prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates Affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmarkthe Term SOFR Reference Rate, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Term SOFR Reference Rate or Term SOFR, or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity Person for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABRAlternate Base Rate, any the Daily Simple RFR, any Eurocurrency RateTerm SOFR, the Adjusted Term SOFR CDO Rate or any other Benchmark, the Adjusted EURIBO Rate or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), ) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABRthe Alternate Base Rate, any the Daily Simple RFR, any Eurocurrency Term SOFR, the CDO Rate, the Adjusted Term SOFR EURIBO Rate such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR the Alternate Base Rate, the Daily Simple RFR, Term SOFR, the CDO Rate, the Adjusted EURIBO Rate or a Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Alternate Base Rate, the Daily Simple RFR, Term SOFR, the CDO Rate, the Adjusted EURIBO Rate or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABR, any Daily Simple RFR, any Eurocurrency Base Rate, the Adjusted Term SOFR Reference Rate or any other BenchmarkTerm SOFR, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), ) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency Base Rate, the Adjusted Term SOFR Rate such Benchmark Reference Rate, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes (including, but not limited to, determining whether any Conforming Changes, if any, are necessary or advisable). The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a BenchmarkBase Rate, the Term SOFR Reference Rate, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent Required Lenders may select information sources or services (that shall be accessible by the Administrative Agent) in its their reasonable discretion to ascertain ABRBase Rate, the Term SOFR Reference Rate, Term SOFR or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and the Administrative Agent shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABRBase Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Adjusted Daily Simple SOFR, Daily Simple SOFR, any Daily Simple RFR, any the Eurocurrency Rate, the Adjusted Term SOFR Eurocurrency Rate or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABRthe Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Adjusted Daily Simple SOFR, Daily Simple SOFR, any Daily Simple RFR, any the Eurocurrency Rate, the Adjusted Term SOFR Rate Eurocurrency Rate, such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR the Base Rate or a Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the BorrowerBorrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Base Rate, any Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to 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, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The TCF Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABR, any Daily Simple RFR, any Eurocurrency Base Rate, the Adjusted Term SOFR Rate or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, thereof or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), ) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency Base Rate, the Adjusted Term SOFR Rate such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The TCF Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Base Rate, the Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The TCF Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, any Base Rate or the Benchmark, or any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Senior 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, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does not warrant or accept any responsibility for, and and, absent its own gross negligence, fraud or willful misconduct, shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABRAlternate Base Rate, any Daily Simple RFR, any Eurocurrency the EURIBO Rate, the Adjusted Term XXXXX Rate, the Adjusted Term SOFR Rate or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABRAlternate Base Rate, any Daily Simple RFR, any Eurocurrency the EURIBO Rate, the Adjusted Term XXXXX Rate, the Adjusted Term SOFR Rate such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR the Alternate Base Rate or a Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Alternate Base Rate, any Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABR, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmark, any alternative, successor or replacement rate [[6423235v.9]] (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, any Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABR, any Daily Simple RFR, any Eurocurrency Base Rate, the Adjusted Term SOFR Rate Reference Rate, Term SOFR, the EURIBO Rate, XXXXX or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency Base Rate, the Adjusted Term SOFR Rate Reference Rate, Term SOFR, the EURIBO Rate, XXXXX, such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR Base Rate or a Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the BorrowerBorrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRBase Rate, any Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to 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, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, to (a) the continuation administration, construction, calculation, publication, continuation, discontinuation, movement, or regulation of, administration of, submission of, calculation of or any other matter related to to, the ABR, any Daily Simple RFR, any Eurocurrency Base Rate, the Adjusted Term SOFR Rate or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), any component definition thereof or rates referred to in the definition thereof, including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), will be is similar to, or will produce the same value or economic equivalence of, any other rate or whether financial instruments referencing or underlying the Benchmark will have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate such Benchmark as those referencing or underlying any other Benchmark prior to its discontinuance or unavailabilityrate, (b) the impact of any regulatory statements about, or actions taken with respect to any Benchmark (bor component thereof), (c) changes made by any administrator to the methodology used to calculate any Benchmark (or component thereof) or (d) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a the Base Rate, the Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner with results adverse to the BorrowerBorrower but not designed to have such effect. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, such transactions. The Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Base Rate, any the Benchmark, or any component definition thereof alternative, successor or rates referred to in the definition thereofreplacement rate (including any Benchmark Replacement), in each case pursuant to the terms of this Credit Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.”

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABR, any Daily Simple RFR, any Eurocurrency Term SOFR Reference Rate, the Adjusted Term SOFR, Term SOFR Rate or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, or with respect to any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 2.16, will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency the Term SOFR Reference Rate, the Adjusted Term SOFR, Term SOFR Rate such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates Affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, any Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABR, any Daily Simple RFR, any Eurocurrency Term SOFR Reference Rate, the Adjusted Term SOFR Rate or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, or with respect to any alternative, successor or replacement rate thereto (including any then-current Benchmark or any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 2.11(d)(iii), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency the Term SOFR Reference Rate, the Adjusted Term SOFR Rate such Benchmark or any other Benchmark Benchmark, prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmarkthe Term SOFR Reference Rate, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the a Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Term SOFR Reference Rate or Term SOFR, or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABR, any Daily Simple RFR, any Eurocurrency Term SOFR Reference Rate, the Adjusted Term SOFR Rate or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, or with respect to any alternative, successor or replacement rate thereto (including any then-current Benchmark or any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 2.25(d)(iii), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency the Term SOFR Reference Rate, the Adjusted Term SOFR Rate such Benchmark or any other Benchmark Benchmark, prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmarkthe Term SOFR Reference Rate, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the a Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Term SOFR Reference Rate or Term SOFR, or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the any Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABRAlternate Base Rate, any the Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABRthe Alternate Base Rate, any the Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent and its affiliates Affiliates or other related entities may engage in transactions that affect the calculation of ABR the Alternate Base Rate, the Daily Simple RFR, the Adjusted Term SOFR or a any other Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Alternate Base Rate, the Daily Simple RFR, the Adjusted Term SOFR or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity Person for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABRAlternate Base Rate, any the Daily Simple RFR, any Eurocurrency RateTerm SOFR, Term XXXXX, the Adjusted Term SOFR EURIBO Rate or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), ) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABRthe Alternate Base Rate, any the Daily Simple RFR, any Eurocurrency RateTerm SOFR, Term XXXXX, the Adjusted Term SOFR EURIBO Rate such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmarkthe Alternate Base Rate, the Daily Simple RFR, Term SOFR, Term XXXXX, the Adjusted EURIBO Rate, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Alternate Base Rate, the Daily Simple RFR, Term SOFR, Term XXXXX, the Adjusted EURIBO Rate or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, to (aAa) the continuation of, administration of, submission of, calculation of or any other matter related to the ABR, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate or any other anythe Benchmark, or any component definition thereof or rates referenced in the definitionreferred to in any of the definitions thereof, or any other rates referred to in the definition thereofor defined herein, or any alternative, successor or replacement rate thereto theretoto any of the foregoing (including any Benchmark ReplacementReplacement or other benchmark replacement or adjustment thereto), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), Replacement or other benchmark replacement or adjustment thereto) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate such suchthe Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (bBb) the effect, implementation or composition of any Benchmark Replacement Conforming ChangesChanges or other conforming changes in connection therewith. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a anythe Benchmark, any alternative, successor or replacement rate (including any Benchmark ReplacementReplacement or other benchmark replacement) or or) and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, the Benchmark or any other Benchmark, any component definition thereof or rates referred to referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does and the Lenders do not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABR, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Reference Rate or any other BenchmarkTerm SOFR, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), ) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency the Term SOFR Reference Rate, the Adjusted Term SOFR Rate such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its the Lenders and their respective affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmarkthe ABR, Term SOFR Reference Rate, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the ABR, Term SOFR Reference Rate, Term SOFR or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrowerany Obligor, 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, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABR, any Daily Simple RFR, any Eurocurrency Prime Rate, the Term XXXXX, Daily Compounded XXXXX, Adjusted Term SOFR Rate or any other BenchmarkXXXXX, Adjusted Daily Compounded XXXXX or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), ) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency the Prime Rate, the Term XXXXX, Daily Compounded XXXXX, Adjusted Term SOFR Rate such Benchmark XXXXX, Adjusted Daily Compounded XXXXX or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmarkthe Prime Rate, Term XXXXX, Daily Compounded XXXXX, Adjusted Term XXXXX, Adjusted Daily Compounded XXXXX, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the BorrowerBorrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Prime Rate, Term XXXXX, Daily Compounded XXXXX, Adjusted Term XXXXX, Adjusted Daily Compounded XXXXX or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the any Borrower, any Lender or any other person Person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABRAlternate Base Rate, any the Daily Simple RFR, any Eurocurrency Term SOFR, the CDO RateTerm XXXXX, the Adjusted EURIBO Rate, the Adjusted Term SOFR AUD Rate or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), ) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABRthe Alternate Base Rate, any the Daily Simple RFR, any Eurocurrency Term SOFR, the CDO RateTerm XXXXX, the Adjusted EURIBO Rate, the Adjusted Term SOFR AUD Rate such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR the Alternate Base Rate, the Daily Simple RFR, Term SOFR, the CDO RateTerm XXXXX, the Adjusted EURIBO Rate, the AUD Rate or a Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Alternate Base Rate, the Daily Simple RFR, Term SOFR, the CDO RateTerm XXXXX, the Adjusted EURIBO Rate, the AUD Rate or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABR, any Daily Simple RFR, any Eurocurrency Term SOFR Reference Rate, the Adjusted Term SOFR Rate or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, or with respect to any alternative, successor or replacement rate thereto (including any then-current Benchmark or any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 3.03(b), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency the Term SOFR Reference Rate, the Adjusted Term SOFR Rate such Benchmark or any other Benchmark Benchmark, prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmarkthe Term SOFR Reference Rate, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the a Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Term SOFR Reference Rate or Term SOFR, or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the any Borrower, any Lender or any other person or entity Person for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.. ARTICLE II

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, the administration of, submission of, calculation of or any other matter related to any interest rate used in this Agreement (including, without limitation, the ABR, any Daily Simple RFR, any Eurocurrency Base Rate, SOFR, the Adjusted Term SOFR Reference Rate or any other Benchmark, the Term SOFR Rate) or any component definition thereof or rates referred to in the definition thereof, or with respect to any alternativealternative or successor rate thereto, successor or replacement rate thereto 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), as it may or may not be adjusted pursuant to Section 3.09, will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate such Benchmark or any other Benchmark as prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or and/or other related entities may engage in transactions that affect the calculation of ABR any interest rate (or a Benchmark, component thereof) used in this Agreement or any alternative, successor or replacement alternative rate (including any Benchmark Replacement) or and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Term SOFR Reference Rate, any Benchmarkthe Term SOFR Rate, the Base Rate, or any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the any Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABR, any Daily Simple RFR, any Eurocurrency Rate, the Term SOFR Reference Rate or Adjusted Term SOFR Rate or any other BenchmarkSOFR, or any component definition thereof or rates referred to in the definition thereof, or with respect to any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 2.16(g), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency the Term SOFR Reference Rate, the Adjusted Term SOFR Rate such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent and its affiliates Affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmarkthe Term SOFR Reference Rate, Adjusted Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Term SOFR Reference Rate or Adjusted Term SOFR, or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABR, Adjusted Term SOFR, Term SOFR, Daily Compounded SOFR, any Relevant Rate, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate or any other Benchmark, RFR or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), ) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, Adjusted Term SOFR, Term SOFR, Daily Compounded SOFR, any Relevant Rate, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate such Benchmark RFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a BenchmarkABR, Adjusted Term SOFR, Term SOFR, Daily Compounded SOFR, any Relevant Rate, any Daily Simple RFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, any BenchmarkAdjusted Term SOFR, Term SOFR, Daily Compounded SOFR, any component definition thereof Relevant Rate, any Daily Simple RFR or rates referred to in the definition thereofany other Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABR, any Daily Simple RFR, any Eurocurrency Base Rate, the Adjusted Federal Funds Effective Rate, the Overnight Funding Rate, the Term SOFR Reference Rate or any other BenchmarkTerm SOFR, or any component definition thereof of any of the foregoing or rates referred to in the definition thereofof any of the foregoing (collectively, the “Applicable Rates”), or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), ) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Applicable Rate such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR one or a Benchmarkmore Applicable Rates, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, each Applicable Rate or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender 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 calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABRAlternate Base Rate, any the Daily Simple RFR, any Eurocurrency Term SOFR, the CDO RateTerm XXXXX, the Adjusted EURIBO Rate, the Adjusted Term SOFR AUD Rate, the XXXXX Xxxx, the XXXXXX Rate, the BKBM Rate or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), ) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABRthe Alternate Base Rate, any the Daily Simple RFR, any Eurocurrency Term SOFR, the CDO RateTerm XXXXX, the Adjusted EURIBO Rate, the Adjusted Term SOFR AUD Rate, the XXXXX Xxxx, the XXXXXX Rate, the BKBM Rate such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmarkthe Alternate Base Rate, the Daily Simple RFR, Term SOFR, the CDO RateTerm XXXXX, the Adjusted EURIBO Rate, the AUD Rate, the XXXXX Xxxx, the XXXXXX Rate, the BKBM Rate, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Alternate Base Rate, the Daily Simple RFR, Term SOFR, the CDO RateTerm XXXXX, the Adjusted EURIBO Rate, the AUD Rate, the TIBOR Rate, the XXXXXX Rate, the BKBM Rate or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABR, any Daily Simple RFR, any Eurocurrency Term SOFR Reference Rate, the Adjusted Term SOFR Rate or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, or with respect to any alternative, successor or replacement rate thereto (including any then-current Benchmark or any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 3.6, will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency the Term SOFR Reference Rate, the Adjusted Term SOFR Rate such Benchmark or any other Benchmark Benchmark, prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmarkthe Term SOFR Reference Rate, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the a Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Term SOFR Reference Rate or Term SOFR, or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the any Borrower, any Lender or any other person or entity Person for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (ai) the continuation of, administration of, submission of, calculation of or any other matter related to the ABR, any Daily Simple RFR, any Eurocurrency Rate, the any Adjusted Term SOFR Rate Eurocurrency Rate, or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, thereof or with respect to any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 4.9, will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, as any Daily Simple RFR, any Eurocurrency Rate, the any Adjusted Term SOFR Rate such Benchmark Eurocurrency Rate, or any other Benchmark prior to its discontinuance or unavailability, or (bii) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates Affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the BorrowerBorrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, any Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Credit Agreement, and shall have no liability to the BorrowerBorrowers, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or USActive 58236919.3 expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent Price Differential on Transactions denominated in Dollars or any other currency permitted hereunder (if any) may be determined by reference to a benchmark rate that is, or may in the future become, the subject of regulatory reform or cessation. Regulators have signaled the need to use alternative reference rates for some of these benchmark rates and, as a result, such benchmark rates may cease to comply with applicable laws and regulations, may be permanently discontinued or the basis on which they are calculated may change. Buyer does not warrant or accept any responsibility for, and shall not have any liability with respect to, (ai) the continuation of, administration of, submission of, calculation of or any other matter related to the ABR, any Daily Simple RFR, any Eurocurrency RateLondon interbank offered rate, the Adjusted Term SOFR Rate or rates in any other Benchmark, or any component definition thereof or rates referred to referenced in the definition thereof, thereof or with respect to any alternative, successor or replacement rate thereto (including any then-current Benchmark or any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 12.01, will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (bii) the effect, implementation or composition of any Benchmark Replacement Conforming ChangesChanges implemented in accordance with Section 12.01. The Administrative Agent Buyer and its affiliates Affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the BorrowerSeller. The Administrative Agent Buyer may select information sources or services in its reasonable discretion to ascertain ABR, any Benchmark, any component definition thereof or rates referred to referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender Seller 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, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.”

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABRAlternate Base Rate, any the Daily Simple RFR, any Eurocurrency RateTerm XXXXX, or the Adjusted Term SOFR Benchmark Rate or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), ) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABRthe Alternate Base Rate, any the Daily Simple RFR, any Eurocurrency RateTerm XXXXX, the Adjusted Term SOFR Benchmark Rate such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmarkthe Alternate Base Rate, the Daily Simple RFR, Term XXXXX, the Adjusted Term Benchmark Rate, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select 767993213 21683072 information sources or services in its reasonable discretion to ascertain ABRthe Alternate Base Rate, the Daily Simple RFR, Term XXXXX, the Adjusted Term Benchmark Rate or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, service other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABR, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate or any other Benchmark, or any component definition thereof or rates referred to referenced in the definition thereof, thereof or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), ) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate such Benchmark or any other Benchmark prior to its discontinuance or unavailability, including, without limitation, any such alternative, successor or replacement rate implemented pursuant to Section 4.08, whether upon the occurrence of a Benchmark Transition Event, or (b) the effect, implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a any Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the BorrowerBorrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, any Benchmark, any component definition thereof or rates referred to referenced in the definition thereof, in each case pursuant to the terms of this Credit Agreement, and shall have no liability to the BorrowerBorrowers, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does not warrant or warrant, nor accept any responsibility forresponsibility, and nor shall not Agent have any liability with respect to, to (a) the continuation of, administration of, submission ofof , calculation of or any other matter related to the ABR, any Daily Simple RFR, any Eurocurrency Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR Rate or any other BenchmarkIndex, Term SOFR Index, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement)) or any related spread or other adjustment, including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), ) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR Rate such Benchmark Index, Term SOFR Index, or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Benchmark Conforming Changes. The Administrative Agent and its affiliates or other related entities Affiliates may engage in transactions that affect the calculation of ABR or a Benchmarkthe Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR Index, Term SOFR Index, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner that may be adverse to the BorrowerBorrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR Index, Term SOFR Index, or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the any Borrower, any Lender or any other person Person or entity Entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. (i) . The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABRTerm SOFR Reference Rate, Term SOFR, any Adjusted Daily Simple RFR, any the Eurocurrency Rate, the Adjusted Term SOFR Eurocurrency Rate or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, or with respect to any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Exhibit 3 attached hereto, will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABRthe Term SOFR Reference Rate, Term SOFR, any Adjusted Daily Simple RFR, any the Eurocurrency Rate, the Adjusted Term SOFR Rate Eurocurrency Rate, such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates Affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the BorrowerBorrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, any Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to 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, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABRAlternate Base Rate, any the Daily Simple RFR, any Eurocurrency RateTerm SOFR, the Adjusted Term SOFR Eurocurrency Rate or any other Benchmark, or any component definition thereof or rates referred to referenced in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), ) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABRthe Alternate Base Rate, any the Daily Simple RFR, any Eurocurrency RateTerm SOFR, the Adjusted Term SOFR Eurocurrency Rate such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmarkthe Alternate Base Rate, the Daily Simple RFR, Term SOFR, the Eurocurrency Rate, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Alternate Base Rate, the Daily Simple RFR, Term SOFR, the Eurocurrency Rate or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.. 47 Revolving Credit Agreement

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABR, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, any Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.. [[60731336359722]]

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABR, any Daily Simple RFR, any Eurocurrency Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR Rate or SOFR, Term SOFR, any other Benchmark, applicable Funding Rate or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), ) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency as the Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR Rate such Benchmark SOFR, Term SOFR, any other applicable Funding Rate, or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Benchmark Replacement Conforming Changes, in each case, not constituting gross negligence or wilful misconduct of the Agent. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmarkthe Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, any other applicable Funding Rate, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, any other applicable Funding Rate or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender 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 calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent Lender does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABR, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Reference Rate or any other BenchmarkTerm SOFR, or any component definition thereof or rates referred to in the definition thereof, or with respect to any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 3.4(a), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency the Term SOFR Reference Rate, the Adjusted Term SOFR Rate such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent Lender and its affiliates Affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmarkthe Term SOFR Reference Rate, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the Borrower. The Administrative Agent Lender may select information sources or services in its reasonable discretion to ascertain ABRthe Term SOFR Reference Rate or Term SOFR, or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender Borrower or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence . (g) Section 3.4 of the Administrative Agent Loan Agreement is hereby amended and restated in its entirety as determined by a final, non-appealable judgment of a court of competent jurisdiction.follows:

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABR, any Daily Simple RFR, any Eurocurrency Alternate Base Rate, the Adjusted Term SOFR Reference Rate or any other BenchmarkTerm SOFR, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), ) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency Alternate Base Rate, the Adjusted Term SOFR Reference Rate such Benchmark or Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in consultation with the Borrower in transactions that affect the calculation of ABR Alternate Base Rate, the Term SOFR Reference Rate or a Benchmark, Term SOFR any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion in consultation with the Borrower to ascertain ABRAlternate Base Rate, the Term SOFR Reference Rate or Term SOFR or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service. With respect to the Term SOFR, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a finalwill have the right to make Conforming Changes from time to time and, non-appealable judgment notwithstanding anything to the contrary herein or in any Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of a court any other party to this Agreement or any Loan Document (other than the consultation rights of competent jurisdictionthe Required Lenders); provided that, with respect to any such amendment affected, the Administrative Agent shall provide notice to the Borrower and the Lenders of each such amendment implementing such Conforming Changes reasonably promptly after such amendment becomes effective.

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, the administration of, submission of, calculation of or any other matter related to any interest rate used in this Agreement (including, without limitation, the ABR, any Daily Simple RFR, any Eurocurrency Base Rate, SOFR, the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR Rate SOFR, XXXXX, EURIBOR Rate, or any other Benchmark, CDOR Rate) or any component definition thereof or rates referred to in the definition thereof, or with respect to any alternativealternative or successor rate thereto, successor or replacement rate thereto thereof (including any Benchmark Replacement), including without limitation, whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 3.09, will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate such Benchmark or any other Benchmark as prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or and/or other related entities may engage in transactions that affect the calculation of ABR any interest rate (or a Benchmark, component thereof) used in this Agreement or any alternative, successor or replacement alternative rate (including any Benchmark Replacement) or and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Term SOFR Reference Rate, any BenchmarkAdjusted Term SOFR, Base Rate, XXXXX, EURIBOR Rate or CDOR Rate or any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the any Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABR, any Daily Simple RFR, any Eurocurrency Base Rate, Term SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR Rate or any other SOFR, the Benchmark, or any component definition thereof or rates referred to in the definition thereof, thereof or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), ) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency Base Rate, Term SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR Rate such SOFR, the Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR Base Rate, Term SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR, the Benchmark, any component definition thereof or a Benchmarkrates referred to in the definition thereof, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRBase Rate Term SOFR, any the Term SOFR Reference Rate, Adjusted Term SOFR, the Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABRAlternate Base Rate, any the Daily Simple RFR, any Eurocurrency Rate, the Adjusted or Term SOFR Benchmark Rate or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), ) will be similar to, or produce the same value or economic equivalence of, or have the same volume or DOCVARIABLE #DNDocID \* MERGEFORMAT 748401849 49 Second Amended and Restated Revolving Credit Agreement liquidity as, ABRthe Alternate Base Rate, any the Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Benchmark Rate such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmarkthe Alternate Base Rate, the Daily Simple RFR, Term Benchmark Rate, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Alternate Base Rate, the Daily Simple RFR, Term Benchmark Rate or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent Lender does not warrant or accept any responsibility for, and shall not have any liability with respect to, (ai) the continuation of, administration of, submission of, calculation of or any other matter related to the ABRrates in the definition of “CXXXX”, any “Term CXXXX Rate”, “Daily Simple RFR”, any “EURIBOR”, “Eurocurrency Rate”, the Adjusted “Term SOFR”, “Term SOFR Rate Base Rate” or any other Benchmark, or any component definition thereof or rates referred to referenced in the definition thereof, thereof or with respect to any alternative, successor or replacement rate thereto (including any then-current Benchmark or any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 3.7, will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (bii) the effect, implementation or composition of any Conforming Changesconforming changes related to any Benchmark. The Administrative Agent the Lender and its affiliates Affiliates or other related entities may engage in transactions that affect the calculation of ABR “Term CXXXX Rate”, “Daily Simple RFR”, “EURIBOR”, “Eurocurrency Rate”, “Term SOFR Base Rate” or a any Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the Borrower. The Administrative Agent the Lender may select information sources or services in its reasonable discretion to ascertain ABR, any Benchmark, any component definition thereof or rates referred to referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender Borrower or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does Agents do not warrant or accept any responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABRBase Rate, any Daily Simple RFRthe Term SOFR Reference Rate, any Adjusted Term SOFR, Term SOFR, the Eurocurrency Rate, the Adjusted Term SOFR Rate or any other Benchmark, SONIA or any component definition thereof of any of the foregoing, or rates referred to in the definition thereofof any of the foregoing, or any alternative, successor or replacement rate thereto to any of the foregoing (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), ) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABRthe Base Rate, any Daily Simple RFRthe Term SOFR Reference Rate, any Adjusted Term SOFR, Term SOFR, the Eurocurrency Rate, the Adjusted Term SOFR Rate such Benchmark SONIA or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent Agents and its their affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmarkthe Base Rate, the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR, the Eurocurrency Rate, SONIA, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the BorrowerLoan Parties. The Administrative Agent Agents may select information sources or services in its their reasonable discretion to ascertain ABRthe Base Rate, the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR, the Eurocurrency Rate, SONIA, or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrowerany Loan Party, 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, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, the administration of, submission of, calculation of or any other matter related to any interest rate used in this Agreement (including, without limitation, the ABR, any Daily Simple RFR, any Eurocurrency Base Rate, SOFR, the Term SOFR Reference Rate, Term SOFR or, Adjusted Term SOFR Rate SOFR, XXXXX, EURIBOR Rate, or any other Benchmark, CDOR Rate) or any component definition thereof or rates referred to in the definition thereof, or with respect to any alternativealternative or successor rate thereto, successor or replacement rate thereto thereof (including any Benchmark Replacement), including without limitation, whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 3.09, will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate such Benchmark or any other Benchmark as prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or and/or other related entities may engage in transactions that affect the calculation of ABR any interest rate (or a Benchmark, component thereof) used in this Agreement or any alternative, successor or replacement alternative rate (including any Benchmark Replacement) or and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Term SOFR Reference Rate or, any BenchmarkAdjusted Term SOFR, Base Rate, XXXXX, EURIBOR Rate or CDOR Rate or any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the any Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABR, any Daily Simple RFR, any Eurocurrency Base Rate, the Adjusted Term SOFR Reference Rate or any other BenchmarkDaily Adjusting Term SOFR Rate, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), ) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency the Base Rate, the Adjusted Term SOFR Reference Rate, Daily Adjusting Term SOFR Rate such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent Agent, the Lenders and its their respective affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmarkthe Base Rate, the Term SOFR Reference Rate, Daily Adjusting Term SOFR Rate, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the any Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Base Rate, the Term SOFR Reference Rate, Daily Adjusting Term SOFR Rate or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the any Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service. On the Effective Date of Conversion (as described in that certain Rate Conversion Notification in the form of Exhibit J attached hereto (“Rate Conversion Form”) submitted by the Borrower to the Agent concurrently herewith), other than for direct or actual damages resulting solely from willful misconduct or gross negligence of all outstanding Daily Adjusting BSBY Rate Advances (as defined in the Administrative Agent as determined Prior Agreement) will be replaced by a finalDaily Adjusting Term SOFR Advances in accordance with said form. In connection therewith, noneach affected Lender waives all related breakage and similar fees otherwise due under the Prior Agreement and approves any stub interest periods selected by the Borrower under the Rate Conversion Form. 4854-appealable judgment of a court of competent jurisdiction.1287-6893.v9

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABR, any Daily Simple RFRTerm SOFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), ) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, any Daily Simple RFRTerm SOFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes, except, in the case of clauses (a) and (b), to the extent of liabilities resulting from the bad faith, gross negligence or willful misconduct of the Administrative Agent, as determined by a court of competent jurisdiction in a final and non-appealable judgment. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a BenchmarkABR, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, Term SOFR, or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct except to the extent of liabilities resulting from the bad faith, gross negligence or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent Agent, as determined by a final, court of competent jurisdiction in a final and non-appealable judgment of a court of competent jurisdictionjudgment.

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABR, any Daily Simple RFR, any Eurocurrency Prime Rate, the Term XXXXX, Daily Compounded XXXXX, Adjusted Term SOFR Rate or any other BenchmarkXXXXX, Adjusted Daily Compounded XXXXX or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), ) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency the Prime Rate, the Term XXXXX, Daily Compounded XXXXX, Adjusted Term SOFR Rate such Benchmark XXXXX, Adjusted Daily Compounded XXXXX or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR the Prime Rate, Term XXXXX, Daily Compounded XXXXX, Adjusted Term XXXXX, Adjusted Daily Compounded XXXXX or a Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Prime Rate, Term XXXXX, Daily Compounded XXXXX, Adjusted Term XXXXX, Adjusted Daily Compounded XXXXX or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and LEGAL_1:83363388.10 RBC – AltaLink (AILP) – 2024 Amended and Restated Credit Agreement whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABR, any Daily Simple RFR, any Eurocurrency Prime Rate, the Term XXXXX, Daily Compounded XXXXX, Adjusted Term SOFR Rate or any other BenchmarkXXXXX, Adjusted Daily Compounded XXXXX, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), ) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency the Prime Rate, the Term XXXXX, Daily Compounded XXXXX, Adjusted Term SOFR Rate such Benchmark XXXXX, Adjusted Daily Compounded XXXXX, or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR the Prime Rate, Term XXXXX, Daily Compounded XXXXX, Adjusted Term XXXXX, Adjusted Daily Compounded XXXXX, or a Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may LEGAL_1:81779606.19 BMO – BNS - Berkshire –Credit Agreement select information sources or services in its reasonable discretion to ascertain ABRthe Prime Rate, Term XXXXX, Daily Compounded XXXXX, Adjusted Term XXXXX, Adjusted Daily Compounded XXXXX, or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABR, any Daily Simple RFR, any Eurocurrency Term SOFR Reference Rate, the Adjusted Term SOFR Rate or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, or with respect to any alternative, successor or replacement rate thereto (including any then-current Benchmark or any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 3.03(b), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency the Term SOFR Reference Rate, the Adjusted Term SOFR Rate such Benchmark or any other Benchmark Benchmark, prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may -62- engage in transactions that affect the calculation of ABR or a Benchmarkthe Term SOFR Reference Rate, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the a Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Term SOFR Reference Rate or Term SOFR, or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the any Borrower, any Lender or any other person or entity Person for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent interest rate on the Advances may be derived from an interest rate benchmark that may be discontinued or is, or may in the future become, the subject of regulatory reform. Upon the occurrence of a Benchmark Transition Event, Section 3.7 provides a mechanism for determining an alternative rate of interest. The Lender does not warrant or accept any responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABR, any Daily Simple RFR, any Eurocurrency Base Rate, the Adjusted Term SOFR Rate Reference Rate, or any other BenchmarkTerm SOFR, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), ) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency the Base Rate, the Adjusted Term SOFR Rate such Benchmark Reference Rate, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent Lender and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmarkthe Base Rate, the Term SOFR Reference Rate, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent Lender may select information sources or services in its reasonable discretion to ascertain ABRthe Base Rate, the Term SOFR Reference Rate, Term SOFR, or any Benchmark, other Benchmark including any component definition thereof thereof, or rates referred to referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender Loan Parties 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, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABRAlternate Base Rate, any the Daily Simple RFR, any Eurocurrency Term SOFR, the CDO Rate, the Adjusted Term SOFR EURIBO Rate, the AUD Rate, the TIBOR Rate, the XXXXXX Rate, the BKBM Rate or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), ) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABRthe Alternate Base Rate, any the Daily Simple RFR, any Eurocurrency Term SOFR, the CDO Rate, the Adjusted Term SOFR EURIBO Rate, the AUD Rate, the TIBOR Rate, the XXXXXX Rate, the BKBM Rate such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmarkthe Alternate Base Rate, the Daily Simple RFR, Term SOFR, the CDO Rate, the Adjusted EURIBO Rate, the AUD Rate, the TIBOR Rate, the XXXXXX Rate, the BKBM Rate, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Alternate Base Rate, the Daily Simple RFR, Term SOFR, the CDO Rate, the Adjusted EURIBO Rate, the AUD Rate, the TIBOR Rate, the XXXXXX Rate, the BKBM Rate or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent Lender does not warrant or warrant, nor accept any responsibility forresponsibility, and nor shall not the Lender have any liability with respect to, (a) to the continuation of, administration ofadministration, submission of, calculation of or any other matter related to the ABR, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate or any other Benchmark, or any component definition thereof or rates referred to in the definition thereofof “Eurodollar 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 any alternative, successor other adjustment) that is an alternative or replacement rate thereto for or successor to any such ratesrate (including any Benchmark Replacement), including whether the composition ReplacementSuccessor Rate) (or characteristics any component of any such alternativeof the foregoing) or the effect of any of the foregoing, successor or replacement rate (including of any Benchmark Replacement), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Replacement Conforming Changes. The Administrative Agent Lender and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of ABR any reference rate referred to herein, or a Benchmark, any alternative, successor or replacement rate (including any Benchmark ReplacementSuccessor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent Lender may select information sources or services in its reasonable discretion to ascertain ABRany reference rate referred to herein or any alternative, successor or replacement rate (including any Benchmark, Successor Rate) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender Borrower or any other person or entity Person for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.. ARTICLE II

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABRAlternate Base Rate, any the Daily Simple RFR, any Eurocurrency Rate, the Adjusted EurocurrencyAdjusted Term SOFR Benchmark Rate or any other Benchmark, or any component definition thereof or rates referred to referenced in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), ) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABRthe Alternate Base Rate, any the Daily Simple RFR, any Eurocurrency Rate, the Adjusted EurocurrencyAdjusted Term SOFR Benchmark Rate such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmarkthe Alternate Base Rate, the Daily Simple RFR, the EurocurrencyAdjusted Term Benchmark Rate, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Alternate Base Rate, the Daily Simple RFR, the EurocurrencyAdjusted Term Benchmark Rate or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.. 58 Revolving Credit Agreement

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABR, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, any Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.. [[60787996351539]]

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABRAlternate Base Rate, any the Daily Simple RFR, any Eurocurrency Term SOFR, Term XXXXX, the Adjusted EURIBO Rate, the Adjusted Term SOFR AUD Rate, the TIBOR Rate or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), ) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABRthe Alternate Base Rate, any the Daily Simple RFR, any Eurocurrency Term SOFR, Term XXXXX, the Adjusted EURIBO Rate, the Adjusted Term SOFR AUD Rate, the TIBOR Rate such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmarkthe Alternate Base Rate, the Daily Simple RFR, Term SOFR, Term XXXXX, the Adjusted EURIBO Rate, the AUD Rate, the XXXXX Xxxx, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Alternate Base Rate, the Daily Simple RFR, Term SOFR, Term XXXXX, the Adjusted EURIBO Rate, the AUD Rate, the TIBOR Rate or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (ai) the continuation of, administration of, submission of, calculation of or any other matter related to the ABR, any Daily Simple RFR, any Eurocurrency Rate, the any Adjusted Term SOFR Rate Eurocurrency Rate, or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, thereof or with respect to any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 4.9, will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, as any Daily Simple RFR, any Eurocurrency Rate, the any Adjusted Term SOFR Rate such Benchmark Eurocurrency Rate, or any other Benchmark prior to its discontinuance or unavailability, or (bii) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates Affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the BorrowerBorrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, any Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Credit Agreement, and shall have no liability to the BorrowerBorrowers, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABRTerm SOFR Reference Rate, any Term SOFR, Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, or with respect to any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 13.19(b), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABRthe Term SOFR Reference Rate, any Term SOFR, Daily Simple RFRSOFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent and its affiliates Affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, any Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABRTerm SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, any Adjusted Daily Simple RFR, any the Eurocurrency Rate, the Adjusted Term SOFR Eurocurrency Rate or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, or with respect to any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 4.3(c), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABRthe Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR, any Adjusted Daily Simple RFR, any the Eurocurrency Rate, the Adjusted Term SOFR Rate Eurocurrency Rate, such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates Affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the BorrowerBorrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, any Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the any Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. For The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABR, any Daily Simple RFR, any Eurocurrency Base Rate, the Adjusted Term SOFR Rate Reference Rate, Term SOFR, the EURIBO Rate, XXXXX or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency Base Rate, the Adjusted Term SOFR Rate Reference Rate, Term SOFR, the EURIBO Rate, XXXXX, such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR Base Rate or a Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the BorrowerBorrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRBase Rate, any Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to 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, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABRDomestic Rate, any Adjusted Term SOFR, any Adjusted Daily Simple RFR, any Adjusted Daily Compounded XXXXX, the Eurocurrency Rate, the Adjusted Term SOFR Rate Eurocurrency Rate, or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor successor, or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor 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, ABRDomestic Rate, Adjusted Term SOFR, any Adjusted Daily Simple RFR, any Adjusted Daily Compounded XXXXX, the Eurocurrency Rate, the Adjusted Term SOFR Rate Eurocurrency Rate, such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR the Domestic Rate or a Benchmark, any alternative, successor successor, or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Domestic Rate, any Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABRBase Rate, any Daily Simple RFR€STR, any Eurocurrency the EURIBO Rate, the Term SOFR Reference Rate, Adjusted Term SOFR Rate or any other BenchmarkTerm SOFR, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), ) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency the Base Rate, the €STR, the EURIBO Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR Rate such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmarkthe Base Rate, €STR, the EURIBO Rate, the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Base Rate, €STR, the EURIBO Rate, the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.and

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (ai) the continuation of, administration of, submission of, calculation of or any other matter related to the ABR, any Daily Simple RFR, any Eurocurrency Rate, the any Adjusted Term SOFR Rate Eurocurrency Rate, or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, thereof or with respect to any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 4.9, will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, as any Daily Simple RFR, any Eurocurrency Rate, the any Adjusted Term SOFR Rate such Benchmark Eurocurrency Rate, or any other Benchmark prior to its discontinuance or unavailability, or (bii) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates Affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the BorrowerBorrowers. The Administrative Agent may select information sources or services in its reasonable discretion to USActive 58236919.3 -39- ascertain ABR, any Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Credit Agreement, and shall have no liability to the BorrowerBorrowers, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation administration, construction, calculation, publication, continuation, discontinuation, movement, or regulation of, administration of, submission of, calculation of or any other matter related to to, the ABR, any Daily Simple RFR, any Eurocurrency Base Rate, the Adjusted Term SOFR Rate or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), any component definition thereof or rates referred to in the definition thereof, including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), will be is similar to, or will produce the same value or economic equivalence of, any other rate or whether financial instruments referencing or underlying the Benchmark will have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate such Benchmark as those referencing or underlying any other rate, (b) the impact of any regulatory statements about, or actions taken with respect to any Benchmark prior (or component thereof), (c) changes made by any administrator to its discontinuance the methodology used to calculate any Benchmark (or unavailabilitycomponent thereof), or (bd) the effect, implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a the Base Rate, the Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the a Borrower. The Administrative Agent does not warrant or accept responsibility for, and shall not have liability with respect to, such transactions. Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Base Rate, any the Benchmark, or any component definition thereof alternative, successor or rates referred to in the definition thereofreplacement rate (including any Benchmark Replacement), in each case pursuant to the terms of this Agreement, and shall have no liability to the a 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, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABRTerm SOFR Reference Rate, any Adjusted Term SOFR, Term SOFR, the Daily Simple RFR, any the Eurocurrency Rate, the Adjusted Term SOFR Rate or any other Benchmarkinterest rate benchmark, or any component definition thereof or rates referred to in the definition thereofof “Eurocurrency Rate”thereof, or with respect to any rate that is an alternative, successor or replacement for or successor to any such rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 3.03(b), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABRthe Term SOFR Reference Rate, any Term SOFR, Adjusted Term SOFR, the Daily Simple RFR, any the Eurocurrency Rate, the Adjusted Term SOFR Rate such Benchmark benchmark or any other Benchmark interest rate benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Benchmark Replacement Conforming Changes or any Conforming Changes. The Administrative Agent and its affiliates Affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmarkan interest rate benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or the effect of any of the foregoing, or of any Benchmark Replacement Conforming Changes.any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the BorrowerCompany. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, any Benchmarkinterest rate benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowerCompany, 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, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABR, any Daily Simple RFR, any Eurocurrency Base Rate, the [BSBY]Term SOFR Reference Rate, Adjusted Term SOFR Rate or any other Benchmark, Term SOFR or any component definition thereof or [any ]rates referred to in the definition thereof, or any alternative[Successor Rate]alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative[Successor Rate]alternative, successor or replacement rate (including any Benchmark Replacement), ) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency the Base Rate, the [BSBY]Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR Rate such Benchmark or any other Benchmark [Successor Rate]Benchmark, prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent Agent, the Banks, and its their respective affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmarkthe Base Rate, the [BSBY Rate, any Successor Rate]Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR, any alternative, successor or replacement alternative rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the BorrowerCompany. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Base Rate, the [BSBY Rate or any Successor Rate,]Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowerCompany, any Lender 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 calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABRAlternate Base Rate, the Term SOFR Reference Rate, Term SOFR, any RFR, any Adjusted Daily Simple RFR, any the Eurocurrency Rate, the Adjusted Term SOFR Eurocurrency Rate or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABRAlternate Base Rate, the Term SOFR Reference Rate Term SOFR, any RFR, any Adjusted Daily Simple RFR, any the Eurocurrency Rate, the Adjusted Term SOFR Rate Eurocurrency Rate, such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR Alternate Base Rate or a Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Alternate Base Rate, any Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABRAlternate Base Rate, any the Daily Simple RFR, any Eurocurrency RateTerm XXXXX, or the Adjusted Term SOFR Benchmark Rate or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), ) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABRthe Alternate Base Rate, any the Daily Simple RFR, any Eurocurrency RateTerm XXXXX, the Adjusted Term SOFR Benchmark Rate such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmarkthe Alternate Base Rate, the Daily Simple RFR, Term XXXXX, the Adjusted Term Benchmark Rate, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Alternate Base Rate, the Daily Simple RFR, Term XXXXX, the Adjusted Term Benchmark Rate or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, service other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABR, any Daily Simple RFR, any Eurocurrency Term SOFR Reference Rate, the Adjusted Term SOFR Rate SOFR, Term SOFR, the CDOR Rate, CDOR or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, or with respect to any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 2.12(c), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency the Term SOFR Reference Rate, the Term SOFR, Adjusted Term SOFR Rate SOFR, the CDOR Rate, CDOR, such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates Affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, any Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABR, any Daily Simple RFR, any Eurocurrency Alternate Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR Rate SOFR, Term SOFR, the Eurocurrency Term Rate, the Eurocurrency Daily Rate, the Term XXXXX Reference Rate, Adjusted Term XXXXX, Term XXXXX or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency the Alternate Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR Rate SOFR, Term SOFR, the Eurocurrency Term Rate, the Eurocurrency Daily Rate, the Term XXXXX Reference Rate, Adjusted Term XXXXX, Term XXXXX, such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR the Alternate Base Rate or a Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the BorrowerBorrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Alternate Base Rate, any Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to 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, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, the administration of, submission of, calculation of or any other matter related to any interest rate used in this Agreement (including, without limitation, the ABR, any Daily Simple RFR, any Eurocurrency Base Rate, SOFR, the Term SOFR Reference Rate, Term SOFR or Adjusted Term SOFR Rate or any other Benchmark, SOFR) or any component definition thereof or rates referred to in the definition thereof, or with respect to any alternativealternative or successor rate thereto, successor or replacement rate thereto thereof (including any Benchmark Replacement), including without limitation, whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 3.09, will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate such Benchmark or any other Benchmark as prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or and/or other related entities may engage in transactions that affect the calculation of ABR any interest rate (or a Benchmark, component thereof) used in this Agreement or any alternative, successor or replacement alternative rate (including any Benchmark Replacement) or and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, any Benchmark, the Term SOFR Reference Rate or Adjusted Term SOFR or any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the any Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.73

Rates. The Administrative Agent does not warrant or warrant, nor accept any responsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administration ofadministration, submission of, calculation of or any other matter related to the ABR, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate or any other Benchmark, or any component definition thereof or rates referred to in the definition thereofof “Eurodollar Rate”any reference rate referred to herein or with respect to any comparable or successor rate thereto.rate (including, for the avoidance of doubt, the selection of such rate and any related spread or any alternative, successor other adjustment) that is an alternative or replacement rate thereto (including any Benchmark Replacement), including whether the composition for or characteristics of successor to any such alternative, successor or replacement rate (including any Benchmark Replacement), will be similar toSuccessor Rate) (or any component of any of the foregoing) or the effect of any of the foregoing, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of ABR any reference rate referred to herein, or a Benchmark, any alternative, successor or replacement rate (including any Benchmark ReplacementSuccessor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRany reference rate referred to herein or any alternative, successor or replacement rate (including any Benchmark, Successor Rate) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity Person for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.. 49 CHAR1\1940028v1CHAR1\1940028v4

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABRAlternate Base Rate, any the Daily Simple RFR, any Eurocurrency Term SOFR, the CDO Rate, the Adjusted Term SOFR EURIBO Rate, the AUD Rate, the TIBOR Rate or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), ) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABRthe Alternate Base Rate, any the Daily Simple RFR, any Eurocurrency Term SOFR, the CDO Rate, the Adjusted Term SOFR Rate such Benchmark EURIBO Rate, the AUD Rate, the TXXXX Xxxx or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmarkthe Alternate Base Rate, the Daily Simple RFR, Term SOFR, the CDO Rate, the Adjusted EURIBO Rate, the AUD Rate, the TXXXX Xxxx, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Alternate Base Rate, the Daily Simple RFR, Term SOFR, the CDO Rate, the Adjusted EURIBO Rate, the AUD Rate, the TXXXX Xxxx or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does not warrant or warrant, nor accept any responsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administration ofadministration, submission of, calculation of or any other matter related to any reference rate referred to herein or with respect to any rate (including, for the ABR, any Daily Simple RFR, any Eurocurrency Rateavoidance of doubt, the Adjusted Term SOFR Rate selection of such rate and any related spread or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor adjustment) that is an alternative or replacement rate thereto (including any Benchmark Replacement), including whether the composition for or characteristics of successor to any such alternative, successor or replacement rate (including any Benchmark Replacement)Term SOFR Successor Rate, will be similar toDaily SOFR Successor Rate, or produce any Alternative Currency Successor Rate) (or any component of any of the same value foregoing) or economic equivalence ofthe effect of any of the foregoing, or have the same volume or liquidity as, ABR, of any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate such Benchmark Conforming Changes, Daily SOFR Conforming Changes, or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Alternative Currency Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of ABR any reference rate referred to herein, or a Benchmark, any alternative, successor or replacement rate (including any Benchmark ReplacementTerm SOFR Successor Rate, Daily SOFR Successor Rate, or any Alternative Currency Successor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manner adverse to the BorrowerBorrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRany reference rate referred to herein or any alternative, successor or replacement rate (including any BenchmarkTerm SOFR Successor Rate, Daily SOFR Successor Rate, or any Alternative Currency Successor Rate) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in each case pursuant to the terms of this Agreement, and shall have no liability to the any Borrower, any Lender or any other person or entity Person for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, to (a) the continuation administration, construction, calculation, publication, continuation, discontinuation, movement, or regulation of, administration of, submission of, calculation of or any other matter related to to, the ABRBase Rate, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), any component definition thereof or rates referred to in the definition thereof, including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), will be is similar to, or will produce the same value or economic equivalence of, any other rate or whether financial instruments referencing or underlying any Benchmark will have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Rate such Benchmark as those referencing or underlying any other Benchmark prior to its discontinuance or unavailabilityrate, (b) the impact of any regulatory statements about, or actions taken with respect to any Benchmark (bor component thereof), (c) changes made by any administrator to the methodology used to calculate any Benchmark (or component thereof) or (d) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a the Base Rate, any Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, such transactions. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Base Rate, any Benchmark, or any component definition thereof alternative, successor or rates referred to in the definition thereofreplacement rate (including any Benchmark Replacement), in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABRAlternate Base Rate, any the Daily Simple RFR, any Eurocurrency Rate, or the Adjusted Term SOFR Benchmark Rate or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780 Replacement), ) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABRthe Alternate Base Rate, any the Daily Simple RFR, any Eurocurrency Rate, the Adjusted Term SOFR Benchmark Rate such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmarkthe Alternate Base Rate, the Daily Simple RFR, the Adjusted Term Benchmark Rate, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Alternate Base Rate, the Daily Simple RFR, the Adjusted Term Benchmark Rate or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, service other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does doesAgents do not warrant or accept any responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABRBase Rate, any Daily Simple RFRthe Term SOFR Reference Rate, any Adjusted Term SOFR, Term SOFR, the Eurocurrency Rate, the Adjusted Term SOFR Rate or any other Benchmark, XXXXX or any component definition thereof of any of the foregoing, or rates referred to in the definition thereofof any of the foregoing, or any alternative, successor or replacement rate thereto to any of the foregoing (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 #95537764v15AMERICAS/2023466857.21 #96465179v1 as, ABRthe Base Rate, any Daily Simple RFRthe Term SOFR Reference Rate, any Adjusted Term SOFR, Term SOFR, the Eurocurrency Rate, the Adjusted Term SOFR Rate such Benchmark XXXXX or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent AgentAgents and its itstheir affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmarkthe Base Rate, the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR, the Eurocurrency Rate, XXXXX, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the BorrowerLoan Parties. The Administrative Agent AgentAgents may select information sources or services in its itstheir reasonable discretion to ascertain ABRthe Base Rate, the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR, the Eurocurrency Rate, XXXXX, or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrowerany Loan Party, 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, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABR, any Daily Simple RFR, any Eurocurrency Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR Rate SOFR, Term SOFR, or any other BenchmarkDaily Simple SOFR, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including the selection of such rate and any related spread or other adjustment or whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), ) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency the Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR Rate such Benchmark or any other Benchmark prior to its discontinuance or unavailability, unavailability or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates Affiliates or other related entities may engage in transactions that affect the calculation of ABR the Base Rate, the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR, Daily Simple SOFR, or a Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the BorrowerLoan Parties. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Base Rate, the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR, Daily Simple SOFR or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, in each case case, pursuant to the terms of this Agreement, and shall have no liability to the Borrowerany Loan Party, any Lender or any other person Person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The interest rate on a Loan denominated in U.S. 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 4.17 provides a mechanism for determining an alternative rate of interest. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABR, any Daily Simple RFR, any Eurocurrency Prime Rate, the Adjusted Term SOFR Rate Reference Rate, or any other BenchmarkTerm SOFR, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), ) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, any Daily Simple RFR, any Eurocurrency the Prime Rate, the Adjusted Term SOFR Rate such Benchmark Reference Rate, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmarkthe Prime Rate, the Term SOFR Reference Rate, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the BorrowerBorrower and other Loan Parties. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABRthe Prime Rate, the Term SOFR Reference Rate, Term SOFR, or any Benchmark, other Benchmark including any component definition thereof thereof, or rates referred to referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender Loan Parties or any other person Person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABRTerm SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, any Adjusted Daily Simple RFR, any the Eurocurrency Rate, the Adjusted Term SOFR Eurocurrency Rate or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, or with respect to any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 2.18(c), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABRthe Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR, any Adjusted Daily Simple RFR, any the Eurocurrency Rate, the Adjusted Term SOFR Rate Eurocurrency Rate, such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates Affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner thereto and such transactions may be adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, any Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service, other than for direct or actual damages resulting solely from willful misconduct or gross negligence of the Administrative Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction.