Common use of Term SOFR Notification Clause in Contracts

Term SOFR Notification. The interest rate on Loans is determined by reference to Term SOFR. Section 3.l(a) provides a mechanism for (a) determining an alternative rate of interest if Term SOFR is no longer available or in the other circumstances set forth in Section 3.l(a), and (b) modifying this Agreement to give effect to such alternative rate of interest. The Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to Term SOFR or with respect to any alternative or successor rate thereto, or replacement rate thereof (including any Benchmark replacement), including without limitation, whether any such alternative, successor or replacement reference rate (including any Benchmark replacement), as it may or may not be adjusted pursuant to Section 3.l(a), will have the same value as, or be economically equivalent to, the rate as of the Closing Date. The Agent and its affiliates or other related entities may engage in transactions that affect the calculation of Term SOFR and 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 Agent may select information sources or services in its reasonable discretion to ascertain Term SOFR or any other Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Bank or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Term SOFR Notification. The interest rate on Loans Term SOFR Borrowings is determined by reference to the Term SOFR Rate and Daily Term SOFR Rate, respectively, which is derived from Term SOFR. Section 3.l(a3.03(b) provides a mechanism for (a) determining an alternative rate of interest if Term SOFR is no longer available or in the other circumstances set forth in Section 3.l(a3.03(b), and (b) modifying this Agreement to give effect to such alternative rate of interest. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to Term SOFR or other rates in the definition of Term SOFR Rate and Daily Term SOFR Rate, as applicable, or with respect to any alternative or successor rate thereto, or replacement rate thereof (including any Benchmark replacementReplacement), including without limitation, whether any such alternative, successor or replacement reference rate (including any Benchmark replacementReplacement), as it may or may not be adjusted pursuant to Section 3.l(a3.03(b), will have the same value as, or be economically equivalent to, the rate Term SOFR Rate or Daily Term SOFR Rate, as of the Closing Dateapplicable. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of the Base Rate, Term SOFR, the Term SOFR and Rate, any alternative, successor or replacement rate (including any Benchmark replacementReplacement) 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 Base Rate, the Term SOFR Rate, Term SOFR or any other Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Bank Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Term SOFR Notification. The interest rate on Loans Term SOFR Borrowings is determined by reference to Term SOFR. Section 3.l(a) 2.13 provides a mechanism for (a) determining an alternative rate of interest if Term SOFR is no longer available or in the other circumstances set forth in Section 3.l(a)2.13, and (b) modifying this Agreement to give effect to such alternative rate of interest. The Agent does Lenders do not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to Term SOFR or other rates in the definition of Term SOFR or with respect to any alternative or successor rate thereto, or replacement rate thereof (including any Benchmark replacementBenchmark), including without limitation, whether any such alternative, successor or replacement reference rate (including any Benchmark replacementBenchmark), as it may or may not be adjusted pursuant to Section 3.l(a)2.13, will have the same value as, or be economically equivalent to, the rate as of the Closing DateTerm SOFR. The Agent Lenders and its their respective affiliates or other related entities may engage in transactions that affect the calculation of Term SOFR and SOFR, any alternative, successor or replacement rate (including any Benchmark replacementBenchmark) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Agent Lenders may select information sources or services in its reasonable discretion to ascertain Term SOFR or any other Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Bank 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.

Term SOFR Notification. The interest rate on Loans is determined by reference to Term SOFR. Section 3.l(a3.1(a) provides a mechanism for (a) determining an alternative rate of interest if Term SOFR is no longer available or in the other circumstances set forth in Section 3.l(a3.1(a), and (b) modifying this Agreement to give effect to such alternative rate of interest. The Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to Term SOFR or with respect to any alternative or successor rate thereto, or replacement rate thereof (including any Benchmark replacement), including without limitation, whether any such alternative, successor or replacement reference rate (including any Benchmark replacement), as it may or may not be adjusted pursuant to Section 3.l(a3.1(a), will have the same value as, or be economically equivalent to, the rate as of the Closing Date. The Agent and its affiliates or other related entities may engage in transactions that affect the calculation of Term SOFR and 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 Agent may select information sources or services in its reasonable discretion to ascertain Term SOFR or any other Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Bank or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.