“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Business Day,” the definition of “EURIBOR Interpolated Rate,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of Borrowing Notices or prepayment notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark and to permit the administration thereof by the Agent in a manner substantially consistent with market practice (or, if the Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Agent determines that no market practice for the administration of such Benchmark exists, in such other manner of administration as the Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

The ​ does not warrant, nor accept responsibility, nor shall the ​ have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “SOFR” or with respect to any rate that is a a component definition thereof or an alternative or replacement for or successor to any of such rates (including, without limitation, any Benchmark Replacement) or the effect of any of the foregoing, or of any Conforming Changes.

Notices; Standards for Decisions and Determinations. Lender will promptly notify Borrower of # any occurrence of a Benchmark Transition Event and ‎its related Benchmark Replacement Date and Benchmark Transition Start Date, # the implementation ‎of any Benchmark Replacement, # the effectiveness of any Benchmark Replacement Conforming ‎Changes, # the commencement or conclusion of any Benchmark Unavailability Period and # ‎the removal or reinstatement of any tenor of a Benchmark pursuant to clause (v) below. Any ‎determination, decision or election that may be made by Lender pursuant to this [Section 2.11(c)], ‎including any determination with respect to a tenor, rate or adjustment or implementation of any ‎Benchmark Replacement, the timing of implementation of any Benchmark Replacement, or of the ‎occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain ‎from taking any action, will be conclusive and binding absent manifest error and may be made in ‎its sole discretion and without consent from any other party to this Note or any other Loan ‎Document, except, in each case, as expressly required pursuant to this [Section 2.11(c)] and shall not be ‎a basis

SECTION # Benchmark Notification. Lender does not warrant or accept any responsibility for, and shall not have any liability with respect to # ‎the administration of, submission of, calculation of or any other matter related to SOFR, Daily Simple ‎SOFR, Term SOFR, Adjusted Term SOFR, any component definition thereof or rates referenced in the ‎definition thereof or any alternative, comparable or successor rate thereto (including any then-current ‎Benchmark or any Benchmark Replacement), including whether the composition or characteristics of any ‎such alternative, comparable or successor 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, SOFR, ‎Daily Simple SOFR, Term SOFR, Adjusted Term SOFR, or any other Benchmark, or # the effect, ‎implementation or composition of any Benchmark Replacement Conforming Changes, so long as Lender performs such actions in accordance with the terms of this Agreement.‎

Notice; Standards for Decisions and Determinations. Administrative Agent will promptly notify the Borrower of # the implementation of any Benchmark Replacement and # the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. Administrative Agent will promptly notify the Borrower of the removal or reinstatement of any tenor of a Benchmark pursuant to Section 2.11. Any determination, decision or election that may be made by Administrative Agent pursuant to this Section 2.11, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11.

Section # Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, # the continuation of, administration of, submission of, calculation of or any other matter related to the Benchmark, any component definition thereof or rates referred to in the definition thereof, or with respect to any alternative, successor or replacement rate hereto (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 2.09], will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Benchmark or any other Benchmark prior to its discontinuance or unavailability, or # 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 the Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments 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 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.

“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.

Section # of this Agreement provides a mechanism for determining an alternate rate of interest in the event that the London interbank offered rate is no longer available or in certain other circumstances. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, # the administration of, submission of or any other matter related to the London interbank offered rate or other rates in the definition of “Eurodollar Rate” or with respect to any alternative or successor rate thereto, or replacement rate thereof (including, without limitation, any Benchmark Replacement implemented hereunder), # the composition or characteristics of any such Benchmark Replacement, including whether it is similar to, or produces the same value or economic equivalence of, USD LIBOR (or any other Benchmark) or has or will have the same volume or liquidity as did USD LIBOR (or any other Benchmark), # any actions or use of its discretion or other decisions or determinations made with respect to any matters covered by [Section 2.23], 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 Benchmark Replacement Conforming Changes, the delivery or non-delivery of any notices required by [Section 2.23(c)] or otherwise in accordance herewith, and # the effect of any of the provisions of [Section 2.23].”

The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to # the continuation of, administration of, submission of, calculation of or any other matter related to the Term SOFR Reference Rate or 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 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 Term SOFR Reference Rate, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or # 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 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 Term SOFR Reference 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 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. For the avoidance of doubt, nothing in the preceding sentences of this [Section 1.05] shall be deemed to modify or otherwise effect the liability of the Administrative Agent provided for in [Section 9.01(c)] and the other provisions of [Article IX] relating thereto.

“Benchmark” means, initially, LIBOR; provided, that, if a replacement of the Benchmark has occurred pursuant to [Section 3.03(c)] then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate. Any reference to “Benchmark” shall include, as applicable, the published component used in the calculation thereof.