Notices; Standards for Decisions and Determinations. The Registered Owner will promptly notify the Governmental Agency of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Benchmark Replacement Conforming Changes. Any determination, decision, or election that may be made by the Registered Owner pursuant to this Section, 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, will be conclusive and binding absent manifest error and may be made in its sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section.
Unavailability of Tenor of Benchmark. At any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR, USD LIBOR, or an Alternative Benchmark Rate), then the Registered Owner may remove any tenor of such Benchmark that is unavailable or non-representative for Benchmark (including Benchmark Replacement) settings and (ii) the Registered Owner may reinstate any such previously removed tenor for Benchmark (including Benchmark Replacement) settings.
Limitation of Liability. The Registered Owner 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 LIBOR or any alternative, successor, or replacement rate, including, without limitation, the implementation of any Benchmark Replacement or any Benchmark Replacement Conforming Changes or whether the composition or characteristics of any alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, LIBOR or have the same volume or liquidity as did LIBOR prior to its discontinuance or unavailability.
Rounding and Rate Management Agreement. At any time during which a Rate Management Agreement is then in effect with respect to this Note, the provisions contained in this Note which round up the LIBOR Rate to the nearest 1/8th shall be disregarded and no longer of any force and effect, notwithstanding anything to the contrary contained in this Note.
Section 5 -- Interest Payments. Interest accrued on the outstanding principal balance outstanding hereunder from time to time shall be payable on the each Interest Payment Date beginning on (and including) the Initial Interest Payment Date and ending on (and including) the Final Interest Payment Date. Interest payable on each Interest Payment Date shall include interest accrued on the principal balance outstanding hereunder at the Interest Rate for the immediately preceding Interest Period.