Common use of Rights and Liabilities of the Calculation Agent Clause in Contracts

Rights and Liabilities of the Calculation Agent. (a) In its role as the Calculation Agent, Calculation Agent shall incur no liability for, or in respect of, any action taken, omitted to be taken or suffered by it in reliance upon any Notes, certificate, affidavit, instruction, notice, request, direction, order, statement or other paper, document or communication reasonably believed by it to be genuine. Any certificate, affidavit, instruction, notice, request, direction, order, statement or other communication from the Company made or given by it and sent, delivered or directed to the Calculation Agent, in such role, under, pursuant to or as permitted by any provision of the relevant Terms Agreement shall be sufficient for purposes of the relevant Terms Agreement if such communication is in writing and signed by any officer of the Company. (b) In acting under the relevant Terms Agreement, the Calculation Agent (in its capacity as Calculation Agent) is acting solely as agent of the Company and does not assume any obligation towards, or any relationship of agency or trust for or with, any holder of the Notes. The Calculation Agent shall not, in such capacity, be liable for any error resulting from the use of or reliance on a source of information required to be used by the Calculation Agent pursuant to the terms of the Notes and the Pricing Supplement. (c) Neither the Calculation Agent nor its directors, officers, employees, agents or attorneys shall be liable to the Company for any action taken or omitted to be taken in its role as the Calculation Agent under the relevant Terms Agreement, or other agreement implementing these base provisions or for any error of judgment made in good faith by it or them, except in the case of its or their gross negligence or willful misconduct, and, in any event, to the extent permitted by law. (d) The Calculation Agent shall incur no liability and shall be indemnified and held harmless by the Company for, or in respect of, any actions taken, omitted to be taken or suffered to be taken in good faith by the Calculation Agent in reliance upon (i) the opinion or advice of legal counsel satisfactory to it or (ii) written instructions from the Company. The Calculation Agent shall not be liable for any error resulting from the use of or reliance on a source of information required to be used by the Calculation Agent pursuant to the terms of the Notes. (e) The Calculation Agent may perform any duties hereunder either directly or by or through agents or attorneys, and the Calculation Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. (f) No party shall be liable for any failure or delay in the performance of its obligations arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services. (g) The Calculation Agent may consult with counsel of its selection and the advice of such counsel or any opinion of counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (h) In no event shall the Calculation Agent be responsible or liable for special, punitive, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Calculation Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. (i) In no event shall the Calculation Agent be required to expend or risk its own funds or provide indemnities in the performance of any of its duties hereunder or the exercise of any of its rights or powers or otherwise incur any financial liability in the performance of its duties or the exercise of any of its rights or powers hereunder. (j) The Company will not, without first obtaining the prior written consent of the Calculation Agent, make any change to the terms of the Notes, as set forth in the Pricing Supplement, if such change would materially and adversely affect the Calculation Agent’s duties and obligations under this Agreement. (k) The Calculation Agent shall be obligated to perform such duties and only such duties as are herein specifically set forth or in the terms of the Notes, and no implied duties or obligations shall be read into this Agreement against the Calculation Agent. (l) The Calculation Agent shall not be liable for the determination of or the failure to determine any benchmark transition event, any benchmark replacement date, any benchmark replacement, any benchmark replacement adjustment and any benchmark replacement conforming changes as a result of any failure or delay by the Company to determine any benchmark transition event, any benchmark replacement date, any benchmark replacement, any benchmark replacement adjustment and any benchmark replacement conforming changes as required or contemplated by the terms of the indenture, the relevant Pricing Supplement or this Agreement. (m) In no event shall the Calculation Agent be responsible for determining any substitute for SOFR, or for monitoring or determining whether any benchmark transition event has occurred, or for making any adjustments or conforming changes to any benchmark replacement, or for determining or selecting any methodology or convention for calculating the benchmark or benchmark replacement or spread thereon, the business day convention, interest determination dates or any other relevant methodology for calculating any such substitute or successor benchmark, and in each such case, shall be entitled to rely upon any selection or designation of such rate (and any modifier) as specified to it by the Company. The Calculation Agent shall not be liable for any failure or delay in performing its duties hereunder as a result of (A) the unavailability of the benchmark, or any benchmark replacement or the unavailability of the methodology or conventions for such calculations, or (B) the failure or delay of the Company to notify the Calculation Agent of any benchmark replacement date, benchmark replacement, effectiveness of any benchmark replacement conforming changes, or the removal or reinstatement of any tenor of a benchmark or the commencement of any benchmark unavailability period. In connection with the foregoing, the Calculation Agent will be entitled to conclusively rely on any determinations made by the Company or the Company’s designee and will have no liability for such actions taken at the Company’s direction.

Rights and Liabilities of the Calculation Agent. No provision of this Indenture shall be construed to relieve the Calculation Agent from liability for its own negligent action, its own negligent failure to act, its own bad faith or its own willful misconduct. (a) In its role as the Calculation Agent, The Calculation Agent shall incur no liability for, (i) engage and pay for the advice or in respect of, services of any action taken, omitted to be taken lawyers or suffered by other experts whose advice or services it in reliance considers necessary or advisable and rely upon any Notesadvice so obtained; (ii) may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate or any other certificate, affidavitstatement, instructioninstrument, opinion, report, notice, request, directionconsent, order, statement bond, debenture, note, coupon, security or other paper, paper or document or communication reasonably believed by it to be genuine. Any certificategenuine and to have been signed or presented by the proper party or parties; and (iii) shall be entitled to rely on and assume (without further inquiry) that any matter purported to be authorized, affidavit, instruction, notice, request, direction, order, statement approved or other communication from the Company made or given by it and sent, delivered or directed to the Calculation Agent, in such role, under, pursuant to or as permitted ratified by any provision Board Resolution or Officer’s Certificate is adequate and complete authorization, approval and ratification in respect of the relevant Terms Agreement shall be sufficient for purposes of the relevant Terms Agreement if such communication is in writing Issuer and signed by any officer of the Companyits actions under this Indenture. (b) In acting under the relevant Terms Agreement, the Calculation Agent (in its capacity as Calculation Agent) is acting solely as agent of the Company and does not assume any obligation towards, or any relationship of agency or trust for or with, any holder of the Notes. The Calculation Agent shall not, in such capacity, be liable for any error resulting from the use of or reliance on a source of information required to be used by the Calculation Agent pursuant to the terms of the Notes and the Pricing Supplement. (c) Neither the Calculation Agent nor its directors, officers, employees, agents or attorneys shall be liable to the Company for any action taken or omitted to be taken in its role as the Calculation Agent under the relevant Terms Agreement, or other agreement implementing these base provisions or for any error of judgment made in good faith by it or them, except in the case of its or their gross negligence or willful misconduct, and, in any event, to the extent permitted by law. (d) The Calculation Agent shall incur no liability and shall be indemnified and held harmless by the Company for, or in respect of, any actions taken, omitted to be taken or suffered to be taken in good faith by the Calculation Agent in reliance upon (i) the opinion or advice of legal counsel satisfactory to it or (ii) written instructions from the Company. The Calculation Agent shall not be deemed to have notice of any breach unless a Responsible Officer of the Calculation Agent has received written notice thereof and such notice references the Securities and this Indenture. (c) In no event shall the Calculation Agent be liable for any error resulting from action taken in accordance with the use instructions of the Issuer in the absence of bad faith, negligence or reliance willful misconduct on a source its part. (d) Notwithstanding the satisfaction or discharge of information required to be used by this Indenture or the resignation, replacement or removal of the Calculation Agent, the Calculation Agent pursuant shall under no circumstances be liable to the terms any party for any special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, inter alia, loss of business, goodwill, opportunity or profit) even if advised of the Noteslikelihood of such loss on damages and regardless of the form of action. The provisions of this Section 15.04(d) shall survive the termination and discharge of this Indenture and the resignation or removal of the Calculation Agent. (e) The Calculation Agent may perform any duties hereunder either directly or by or through agents or attorneys, and In no event shall the Calculation Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. (f) No party shall be liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including including, without limitation limitation, existing or future law or regulation, any existing or future act of governmental authority, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or and hardware) services, it being understood that the Calculation Agent shall use reasonable efforts that are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (f) The Calculation Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, appraisal, bond, debenture, note, coupon, security, or other paper or document (except those issued by the Calculation Agent), but the Calculation Agent, in its discretion, may make such reasonable further inquiry or investigation into such facts or matters as it may see fit, at the cost of the Issuer, and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. (g) The Calculation Agent may consult with counsel request that the Issuer deliver an Officer’s Certificate setting forth the names of its selection individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any person authorized to sign an Officer’s Certificate, including any person specified as so authorized in any such certificate previously delivered and the advice of such counsel or any opinion of counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereonnot superseded. (h) In no event shall The permissive right of the Calculation Agent hereunder to take or omit to take any action shall not be responsible or liable for special, punitive, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Calculation Agent has been advised of the likelihood of such loss or damage and regardless of the form of actionconstrued as a duty. (i) In no event shall The Issuer covenants to indemnify the Calculation Agent be required for, and to hold it harmless against, any loss, liability or expense arising out of or in connection with the performance of its duties hereunder, including the reasonable costs and expenses (including the properly incurred charges and expenses of its agents and counsel) of defending itself against or investigating any claim of liability arising out of or in connection with the same, except to the extent such loss, xxxxxxxxx or expense is due to the bad faith, negligence, or willful misconduct of the Calculation Agent. The obligations of the Issuer under this Section 15.04 to compensate and indemnify the Calculation Agent and to pay or reimburse the Calculation Agent for expenses shall survive the resignation or removal of the Calculation Agent and the satisfaction and discharge of this Indenture. (j) None of the provisions contained in this Indenture shall require the Calculation Agent to expend or risk its own funds or provide indemnities otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers or otherwise incur any financial liability in the performance of powers, unless it is indemnified and/or secured to its duties or the exercise of any of its rights or powers hereunderreasonable satisfaction. (j) The Company will not, without first obtaining the prior written consent of the Calculation Agent, make any change to the terms of the Notes, as set forth in the Pricing Supplement, if such change would materially and adversely affect the Calculation Agent’s duties and obligations under this Agreement. (k) The Calculation Agent shall be obligated to perform such duties and only such duties as are herein specifically set forth or in the terms of the Notes, and no implied duties or obligations shall be read into this Agreement against the Calculation Agent. (l) The Calculation Agent shall not be liable for the determination of or the failure to determine any benchmark transition event, any benchmark replacement date, any benchmark replacement, any benchmark replacement adjustment and any benchmark replacement conforming changes as a result of any failure or delay by the Company to determine any benchmark transition event, any benchmark replacement date, any benchmark replacement, any benchmark replacement adjustment and any benchmark replacement conforming changes as required or contemplated by the terms of the indenture, the relevant Pricing Supplement or this Agreement. (m) In no event shall the Calculation Agent be responsible for determining any substitute for SOFR, or for monitoring or determining whether any benchmark transition event has occurred, or for making any adjustments or conforming changes to any benchmark replacement, or for determining or selecting any methodology or convention for calculating the benchmark or benchmark replacement or spread thereon, the business day convention, interest determination dates or any other relevant methodology for calculating any such substitute or successor benchmark, and in each such case, shall be entitled to rely upon any selection or designation of such rate (and any modifier) as specified to it by the Company. The Calculation Agent shall not be liable for any failure or delay in performing its duties hereunder as a result of (A) the unavailability of the benchmark, or any benchmark replacement or the unavailability of the methodology or conventions for such calculations, or (B) the failure or delay of the Company to notify the Calculation Agent of any benchmark replacement date, benchmark replacement, effectiveness of any benchmark replacement conforming changes, or the removal or reinstatement of any tenor of a benchmark or the commencement of any benchmark unavailability period. In connection with the foregoing, the Calculation Agent will be entitled to conclusively rely on any determinations made by the Company or the Company’s designee and will have no liability for such actions taken at the Company’s direction.

Rights and Liabilities of the Calculation Agent. (a) In its role as the Calculation Agent, Calculation Agent shall incur no liability for, or in respect of, any action taken, omitted to be taken or suffered by it in reliance upon any Notes, certificate, affidavit, instruction, notice, request, direction, order, statement or other paper, document or communication reasonably believed by it to be genuine. Any certificate, affidavit, instruction, notice, request, direction, order, statement or other communication from the Company made or given by it and sent, delivered or directed to the Calculation Agent, in such role, under, pursuant to or as permitted by any provision of the relevant Terms Agreement shall be sufficient for purposes of the relevant Terms Agreement if such communication is in writing and signed by any officer of the Company. (b) In acting under the relevant Terms Agreement, the Calculation Agent (in its capacity as Calculation Agent) is acting solely as agent of the Company and does not assume any obligation towards, or any relationship of agency or trust for or with, any holder of the Notes. The Calculation Agent shall not, in such capacity, be liable for any error resulting from the use of or reliance on a source of information required to be used by the Calculation Agent pursuant to the terms of the Notes and the Pricing Supplement. (c) Neither the Calculation Agent nor its directors, officers, employees, agents or attorneys shall be liable to the Company for any action taken or omitted to be taken in its role as the Calculation Agent under the relevant Terms Agreement, or other agreement implementing these base provisions or for any error of judgment made in good faith by it or them, except in the case of its or their gross negligence or willful misconduct, and, in any event, to the extent permitted by law. (d) The Calculation Agent shall incur no liability and shall be indemnified and held harmless by the Company for, or in respect of, any actions taken, omitted to be taken or suffered to be taken in good faith by the Calculation Agent in reliance upon (i) the opinion or advice of legal counsel satisfactory to it or (ii) written instructions from the Company. The Calculation Agent shall not be liable for any error resulting from the use of or reliance on a source of information required to be used by the Calculation Agent pursuant to the terms of the Notes, or where no source of information is specified in the Notes, from the use of or reliance on a source of information selected by the Calculation Agent in good faith and on a commercially reasonable basis to calculate any interest rate hereunder. (e) The Calculation Agent may perform any duties hereunder either directly or by or through agents or attorneys, and the Calculation Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. (f) No party shall be liable for any failure or delay in the performance of its obligations arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services... (g) The Calculation Agent may consult with counsel of its selection and the advice of such counsel or any opinion of counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (h) In no event shall the Calculation Agent be responsible or liable for special, punitive, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Calculation Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. (i) In no event shall the Calculation Agent be required to expend or risk its own funds or provide indemnities in the performance of any of its duties hereunder or the exercise of any of its rights or powers or otherwise incur any financial liability in the performance of its duties or the exercise of any of its rights or powers hereunder. (j) The Company will not, without first obtaining the prior written consent of the Calculation Agent, make any change to the terms of the Notes, as set forth in the Pricing Supplement, if such change would materially and adversely affect the Calculation Agent’s duties and obligations under this Agreement. (k) The Calculation Agent shall be obligated to perform such duties and only such duties as are herein specifically set forth or in the terms of the Notes, and no implied duties or obligations shall be read into this Agreement against the Calculation Agent. (l) The Calculation Agent shall not be liable for the determination of or the failure to determine any benchmark transition event, any benchmark replacement date, any benchmark replacement, any benchmark replacement adjustment and any benchmark replacement conforming changes as a result of any failure or delay by the Company to determine any benchmark transition event, any benchmark replacement date, any benchmark replacement, any benchmark replacement adjustment and any benchmark replacement conforming changes as required or contemplated by the terms of the indenture, the relevant Pricing Supplement or this Agreement. (m) In no event shall the Calculation Agent be responsible for determining any substitute for SOFR, or for monitoring or determining whether any benchmark transition event has occurred, or for making any adjustments or conforming changes to any benchmark replacement, or for determining or selecting any methodology or convention for calculating the benchmark or benchmark replacement or spread thereon, the business day convention, interest determination dates or any other relevant methodology for calculating any such substitute or successor benchmark, and in each such case, shall be entitled to rely upon any selection or designation of such rate (and any modifier) as specified to it by the Company. The Calculation Agent shall not be liable for any failure or delay in performing its duties hereunder as a result of (A) the unavailability of the benchmark, or any benchmark replacement or the unavailability of the methodology or conventions for such calculations, or (B) the failure or delay of the Company to notify the Calculation Agent of any benchmark replacement date, benchmark replacement, effectiveness of any benchmark replacement conforming changes, or the removal or reinstatement of any tenor of a benchmark or the commencement of any benchmark unavailability period. In connection with the foregoing, the Calculation Agent will be entitled to conclusively rely on any determinations made by the Company or the Company’s designee and will have no liability for such actions taken at the Company’s direction.

Rights and Liabilities of the Calculation Agent. No provision of this Agreement shall be construed to relieve the Calculation Agent from liability for its own negligent action, its own negligent failure to act, its own bad faith or its own willful misconduct. (a) In its role as the Calculation Agent, The Calculation Agent shall incur no liability for, (i) may engage and pay for the advice or in respect of, services of any action taken, omitted to be taken lawyers or suffered by other experts whose advice or services it in reliance considers necessary or advisable and rely upon any Notesadvice so obtained; (ii) may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate or any other certificate, affidavitstatement, instructioninstrument, opinion, report, notice, request, directionconsent, order, statement bond, debenture, note, coupon, security or other paper, paper or document or communication reasonably believed by it to be genuine. Any certificategenuine and to have been signed or presented by the proper party or parties; and (iii) shall be entitled to rely on and assume (without further inquiry) that any matter purported to be authorized, affidavitapproved or ratified by any Board Resolution or Officer’s Certificate is adequate and complete authorization, instruction, notice, request, direction, order, statement or other communication from approval and ratification in respect of the Company made or given by it and sent, delivered or directed to the Calculation Agent, in such role, under, pursuant to or as permitted by any provision of the relevant Terms Agreement shall be sufficient for purposes of the relevant Terms Agreement if such communication is in writing and signed by any officer of the Companyits actions under this Agreement. (b) In acting under the relevant Terms Agreement, the Calculation Agent (in its capacity as Calculation Agent) is acting solely as agent of the Company and does not assume any obligation towards, or any relationship of agency or trust for or with, any holder of the Notes. The Calculation Agent shall not, in such capacity, be liable for any error resulting from the use of or reliance on a source of information required to be used by the Calculation Agent pursuant to the terms of the Notes and the Pricing Supplement. (c) Neither the Calculation Agent nor its directors, officers, employees, agents or attorneys shall be liable to the Company for any action taken or omitted to be taken in its role as the Calculation Agent under the relevant Terms Agreement, or other agreement implementing these base provisions or for any error of judgment made in good faith by it or them, except in the case of its or their gross negligence or willful misconduct, and, in any event, to the extent permitted by law. (d) The Calculation Agent shall incur no liability and shall be indemnified and held harmless by the Company for, or in respect of, any actions taken, omitted to be taken or suffered to be taken in good faith by the Calculation Agent in reliance upon (i) the opinion or advice of legal counsel satisfactory to it or (ii) written instructions from the Company. The Calculation Agent shall not be deemed to have notice of any Event of Default unless a Responsible Officer of the Calculation Agent has received written notice thereof and such notice references the Floating Rate Notes and this Agreement. (c) In no event shall the Calculation Agent be liable for any error resulting from action taken in accordance with the use instructions of the Company in the absence of bad faith, negligence or reliance willful misconduct on a source its part. (d) Notwithstanding the satisfaction or discharge of information required to be used by this Agreement or the resignation, replacement or removal of the Calculation Agent, the Calculation Agent pursuant shall under no circumstances be liable to the terms any party for any special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, inter alia, loss of business, goodwill, opportunity or profit) even if advised of the Noteslikelihood of such loss on damages and regardless of the form of action. The provisions of this Section 11.04(d) shall survive the termination and discharge of this Agreement and the resignation or removal of the Calculation Agent. (e) The Calculation Agent may perform any duties hereunder either directly or by or through agents or attorneys, and In no event shall the Calculation Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. (f) No party shall be liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including including, without limitation limitation, existing or future law or regulation, any existing or future act of governmental authority, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or and hardware) services, it being understood that the Calculation Agent shall use reasonable efforts that are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (f) The Calculation Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, appraisal, bond, debenture, note, coupon, security, or other paper or document (except those issued by the Calculation Agent), but the Calculation Agent, in its discretion, may make such reasonable further inquiry or investigation into such facts or matters as it may see fit, at the cost of the Company, and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. (g) The Calculation Agent may consult with counsel request that the Company deliver an Officer’s Certificate setting forth the names of its selection individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Agreement, which Officer’s Certificate may be signed by any person authorized to sign an Officer’s Certificate, including any person specified as so authorized in any such certificate previously delivered and the advice of such counsel or any opinion of counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereonnot superseded. (h) In no event shall The permissive right of the Calculation Agent hereunder to take or omit to take any action shall not be responsible or liable for special, punitive, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Calculation Agent has been advised of the likelihood of such loss or damage and regardless of the form of actionconstrued as a duty. (i) In no event shall The Company covenants to indemnify the Calculation Agent be required for, and to hold it harmless against, any loss, liability or expense arising out of or in connection with the performance of its duties hereunder, including the reasonable costs and expenses (including the properly incurred charges and expenses of its agents and counsel) of defending itself against or investigating any claim of liability arising out of or in connection with the same, except to the extent such loss, liability or expense is due to the bad faith, negligence, or willful misconduct of the Calculation Agent. The obligations of the Company under this Section 11.04 to compensate and indemnify the Calculation Agent and to pay or reimburse the Calculation Agent for expenses shall survive the resignation or removal of the Calculation Agent and the satisfaction and discharge of this Agreement. (j) None of the provisions contained in this Agreement shall require the Calculation Agent to expend or risk its own funds or provide indemnities otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers or otherwise incur any financial liability in the performance of powers, unless it is indemnified and/or secured to its duties or the exercise of any of its rights or powers hereunderreasonable satisfaction. (j) The Company will not, without first obtaining the prior written consent of the Calculation Agent, make any change to the terms of the Notes, as set forth in the Pricing Supplement, if such change would materially and adversely affect the Calculation Agent’s duties and obligations under this Agreement. (k) The Calculation Agent shall be obligated to perform such duties and only such duties as are herein specifically set forth or in the terms of the Notes, and no implied duties or obligations shall be read into this Agreement against the Calculation Agent. (l) The Calculation Agent shall not be liable for the determination of or the failure to determine any benchmark transition event, any benchmark replacement date, any benchmark replacement, any benchmark replacement adjustment and any benchmark replacement conforming changes as a result of any failure or delay by the Company to determine any benchmark transition event, any benchmark replacement date, any benchmark replacement, any benchmark replacement adjustment and any benchmark replacement conforming changes as required or contemplated by the terms of the indenture, the relevant Pricing Supplement or this Agreement. (m) In no event shall the Calculation Agent be responsible for determining any substitute for SOFR, or for monitoring or determining whether any benchmark transition event has occurred, or for making any adjustments or conforming changes to any benchmark replacement, or for determining or selecting any methodology or convention for calculating the benchmark or benchmark replacement or spread thereon, the business day convention, interest determination dates or any other relevant methodology for calculating any such substitute or successor benchmark, and in each such case, shall be entitled to rely upon any selection or designation of such rate (and any modifier) as specified to it by the Company. The Calculation Agent shall not be liable for any failure or delay in performing its duties hereunder as a result of (A) the unavailability of the benchmark, or any benchmark replacement or the unavailability of the methodology or conventions for such calculations, or (B) the failure or delay of the Company to notify the Calculation Agent of any benchmark replacement date, benchmark replacement, effectiveness of any benchmark replacement conforming changes, or the removal or reinstatement of any tenor of a benchmark or the commencement of any benchmark unavailability period. In connection with the foregoing, the Calculation Agent will be entitled to conclusively rely on any determinations made by the Company or the Company’s designee and will have no liability for such actions taken at the Company’s direction.