Common use of Disclaimer and Exculpation With Respect to any Rate Clause in Contracts

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 Agent may select information sources or services in its reasonable discretion to ascertain Alternate Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR Rate, Term SOFR, Daily Simple SOFR, any Benchmark or any such alternative, successor or replacement rate, in each case pursuant to the terms of this Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time), 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.

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 RateSOFR, Term SOFR, Daily Simple SOFR, Adjusted 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 3.52.12(b), upon the occurrence of a Benchmark Transition Event, and (ii) the effect, implementation or composition of any Benchmark Replacement Conforming Changes pursuant to Section 3.52.12(c), 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 RateSOFR, Term SOFR, Daily Simple SOFR, Adjusted 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 RateSOFR, Term SOFR, Daily Simple SOFR, Adjusted 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 RateSOFR, Term SOFR, Daily Simple SOFR, Adjusted 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 RateSOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or 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 RateSOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark or such alternative, successor or replacement rate by the Administrative Agent to be conclusive, absent manifest error. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain Alternate Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR RateSOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark or any such alternative, successor or replacement rate, in each case pursuant to the terms of this Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time), 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.

Disclaimer and Exculpation With Respect to any Rate. The Administrative Agent Administrator 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 Alternate Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR RateSOFR, 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 this Section 3.5, 1.21 upon the occurrence of a Benchmark Transition Event, and (ii) the effect, implementation or composition of any Benchmark Replacement Conforming Changes pursuant to Section 3.51.21(b), 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, the Alternate Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR RateSOFR, Term SOFR, Daily Simple SOFR or any Benchmark or have the same volume or liquidity as did the Alternate Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR RateSOFR, Term SOFR, Daily Simple SOFR or any Benchmark prior to its discontinuance or unavailability. In addition, the discontinuation of the Alternate Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR RateSOFR, 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 Administrator and its Affiliates and/or other related entities may engage in transactions that affect the calculation of the Alternate Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR RateSOFR, 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 the Alternate Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR RateSOFR, Term SOFR, Daily Simple SOFR, any Benchmark or such alternative, successor or replacement rate by the Administrative Agent Administrator to be conclusive, absent manifest error. The Administrative Agent Administrator may select information sources or services in its reasonable discretion to ascertain the Alternate Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR RateSOFR, Term SOFR, Daily Simple SOFR, any Benchmark or any such alternative, successor or replacement rate, in each case pursuant to the terms of this Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time), and shall have no liability to the BorrowerSeller, any Lender Purchaser, Purchaser Agent 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.

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 RateSOFR, 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 3.54.3, upon the occurrence of a Benchmark Transition Event, and (ii) the effect, implementation or composition of any Benchmark Replacement Conforming Changes pursuant to Section 3.53.2(f) and Section 4.3(b), 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 RateSOFR, 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 RateSOFR, 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 RateSOFR, 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 RateSOFR, 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 RateSOFR, 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 Agent may select information sources or services in its reasonable discretion to ascertain Alternate Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR RateSOFR, Term SOFR, Daily Simple SOFR, any Benchmark or any such alternative, successor or replacement rate, in each case pursuant to the terms of this Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time)Agreement, and shall have no liability to the Borrowerany Obligor, 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.

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 RateSOFR, Term SOFR, Daily Simple SOFR 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 3.52.21, upon the occurrence of a Benchmark Transition Event, and (ii) the effect, implementation or composition of any Benchmark Replacement Conforming Changes pursuant to Section 3.52.21(b), 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 RateSOFR, 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 RateSOFR, 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 RateSOFR, 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 RateSOFR, 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 RateSOFR, 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 Agent may select information sources or services in its reasonable discretion to ascertain Alternate Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR RateSOFR, Term SOFR, Daily Simple SOFR, any Benchmark or any such alternative, successor or replacement rate, in each case pursuant to the terms of this Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time), 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.

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 the 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, 2.24 upon the occurrence of a Benchmark Transition Event, and (ii) the effect, implementation or composition of any Benchmark Replacement Conforming Changes pursuant to Section 3.5Changes, 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 the 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 the 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 the 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 any 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 the 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, Exhibit 10.02 successor or replacement rate by the Administrative Agent to be conclusive, absent manifest error. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain Alternate the Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR Rate, Term SOFR, Daily Simple SOFR, any Benchmark or any such alternative, successor or replacement rate, in each case pursuant to the terms of this Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time), and shall have no liability to the BorrowerCompany, 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.

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 3.52.06, upon the occurrence of a Benchmark Transition Event, and (ii) the effect, implementation or composition of any Benchmark Replacement Conforming Changes pursuant to Section 3.52.06, 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 instrumentsinstruments of the parties hereto, 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 Agent may select information sources or services in its reasonable discretion to ascertain Alternate Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR Rate, Term SOFR, Daily Simple SOFR, any Benchmark or any such alternative, successor or replacement rate, in each case pursuant to the terms of this Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time), and shall have no liability to the Borrowerany ADT Entity, 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.. 115

Disclaimer and Exculpation With Respect to any Rate. The Administrative Agent Lender 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 RateABR, Term SOFR Reference Rate, Adjusted Term SOFR Rate, Term SOFR, Daily Simple SOFR Index, 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 3.5this Agreement, whether upon the occurrence of a Benchmark Transition Event, and (ii) the effect, implementation or composition of any Benchmark Replacement Conforming Changes pursuant to Section 3.52.9, 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 RateABR, Term SOFR Reference Rate, Adjusted Term SOFR Rate, Term SOFR, Daily Simple SOFR Index, or any Benchmark or have the same volume or liquidity as did Alternate Base RateABR, Term SOFR Reference Rate, Adjusted Term SOFR Rate, Term SOFR, Daily Simple SOFR Index, or any Benchmark prior to its discontinuance or unavailability. In addition, the discontinuation of Alternate Base RateABR, Term SOFR Reference Rate, Adjusted Term SOFR Rate, Term SOFR, Daily Simple SOFR Index, 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 Borrower’s other financial instruments, including potentially those that are intended as xxxxxx. The Administrative Agent Lender and its Affiliates and/or other related entities may engage in transactions that affect the calculation of Alternate Base RateABR, Term SOFR Reference Rate, Adjusted Term SOFR Rate, Term SOFR, Daily Simple SOFRIndex, 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 RateABR, Term SOFR Reference Rate, Adjusted Term SOFR Rate, Term SOFR, Daily Simple SOFRIndex, any Benchmark or such alternative, successor or replacement rate by the Administrative Agent Lender to be conclusive, absent manifest error. The Administrative Agent Lender may select information sources or services in its reasonable discretion to ascertain Alternate Base RateABR, Term SOFR Reference Rate, Adjusted Term SOFR Rate, Term SOFR, Daily Simple SOFRIndex, any Benchmark or any such alternative, successor or replacement rate, in each case pursuant to the terms of this Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time)Agreement, and shall have no liability to the Borrower, any Lender 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.error

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, to (a) the administrationadministration of, submission of, calculation of or any other matter related to Alternate the Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR Rate, Term SOFR, Daily Simple SOFR or any Benchmark component definition thereof or with respect rates referred to in the definition thereof, or any alternative, successor or replacement rate thereof thereto (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 as, the Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR Rate, Term SOFR, Daily Simple SOFR or any other Benchmark prior to its discontinuance or unavailabilityunavailability or (b) the effect, implementation or composition of any Conforming Changes. In addition, the discontinuation of Alternate the Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR Rate, Term SOFR, Daily Simple SOFR or any other Benchmark and any alternative, successor or replacement reference rate may result in a mismatch between the reference rate referenced in this Agreement and your the Borrower’s other financial instruments, including potentially those that are intended as xxxxxx. The Administrative Agent and its Affiliates affiliates and/or other related entities may engage in transactions that affect the calculation of Alternate the Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR Rate, Term SOFR, Daily Simple SOFR, or any other Benchmark or any alternative, successor or replacement rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower, with all determinations of such Alternate the Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR Rate, Term SOFR, Daily Simple SOFR, or any other Benchmark or such alternative, successor or replacement rate by the Administrative Agent to be conclusive, absent manifest error. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain Alternate the Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR Rate, Term SOFR, Daily Simple SOFR, any Benchmark or any such alternative, successor or replacement rateother Benchmark, in each case pursuant to the terms of this Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time)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.

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 3.52.06, upon the occurrence of a Benchmark Transition Event, and (ii) the effect, implementation or composition of any Benchmark Replacement Conforming Changes pursuant to Section 3.52.06, 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 instrumentsinstruments of the parties hereto, 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 Agent may select information sources or services in its reasonable discretion to ascertain Alternate Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR Rate, Term SOFR, Daily Simple SOFR, any Benchmark or any such alternative, successor or replacement rate, in each case pursuant to the terms of this Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time), and shall have no liability to the Borrowerany ADT Entity, 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.