Disclaimer and Exculpation With Respect to any Rate. 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 Alternate Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR Rate, Term SOFR, Daily Simple SOFR or any Benchmark or with respect to any alternative, successor or replacement rate thereof (including any Benchmark Replacement), or any calculation, component definition thereof or rate referenced in the definition thereof, including, without limitation, (i) any such alternative, successor or replacement rate (including any Benchmark Replacement) implemented pursuant to Section 3.5, upon the occurrence of a Benchmark Transition Event, and (ii) the effect, implementation or composition of any Benchmark Replacement Conforming Changes pursuant to Section 3.5, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, Alternate Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR Rate, Term SOFR, Daily Simple SOFR or any Benchmark or have the same volume or liquidity as did Alternate Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR Rate, Term SOFR, Daily Simple SOFR or any Benchmark prior to its discontinuance or unavailability. In addition, the discontinuation of Alternate Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR Rate, Term SOFR, Daily Simple SOFR or any Benchmark and any alternative, successor or replacement reference rate may result in a mismatch between the reference rate referenced in this Agreement and your other financial instruments, including potentially those that are intended as xxxxxx. The Administrative Agent and its Affiliates and/or other related entities may engage in transactions that affect the calculation of Alternate Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR Rate, Term SOFR, Daily Simple SOFR, any Benchmark or any alternative, successor or replacement rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, with all determinations of such Alternate Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR Rate, Term SOFR, Daily Simple SOFR, any Benchmark or such alternative, successor or replacement rate by the Administrative Agent to be conclusive, absent manifest error. The Administrative A...
Disclaimer and Exculpation With Respect to any Rate. 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 the Base Rate, Term SOFR Reference Rate, Term SOFR or any Benchmark or with respect to any alternative, successor or replacement rate thereof (including any Benchmark Replacement), or any calculation, component definition thereof or rate referenced in the definition thereof, including, without limitation, (i) any such alternative, successor or replacement rate (including any Benchmark Replacement) implemented pursuant to Section 2.24 upon the occurrence of a Benchmark Transition Event, and
