Determinations and Decisions Clause Samples

Determinations and Decisions. The Corporation and the Calculation Agent are expressly authorized to make certain determinations and decisions hereunder with respect to technical, administrative and operational matters relating to any use of a substitute or successor base rate for the Treasury Rate. Any determination or decision that may be made by the Corporation or by the Calculation Agent with respect to technical, administrative and operational matters relating to any use of a substitute or successor base rate for the Treasury Rate, including any determination with respect to a rate or adjustment or of the occurrence or nonoccurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection: (i) shall be conclusive and binding absent manifest error; (ii) if made by the Corporation, shall be made in its sole discretion; (iii) if made by the Calculation Agent, shall be made after consultation with the Corporation, and the Calculation Agent shall not make any such determination or decision to which the Corporation reasonably objects; and (iv) notwithstanding anything to the contrary herein, shall become effective without consent from the holders of the Series OO Preferred Stock or any other party. If the Calculation Agent fails to make any determination or decision that it is required to make hereunder with respect to technical, administrative and operational matters relating to any use of a substitute or successor base rate for the Treasury Rate, then the Corporation shall make that determination or decision on the same basis as described above.

Determinations and Decisions. The Company or its designee is expressly authorized to make certain determinations, decisions and elections hereunder, including with respect to the use of Three-Month Term SOFR as the Benchmark for the Floating Rate Period and under Section 8. Any determination, decision or election that may be made by the Company or its designee hereunder, 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: (x) will be conclusive and binding on the holders of the Series A Preferred stock and the transfer agent for the Series A Preferred Stock absent manifest error; (y) will be made in its sole discretion of the Company or its designee; and (z) notwithstanding anything to the contrary herein, shall become effective without consent from the holders of the Series A Preferred Stock, the transfer agent or any other party. If the Company or its designee fails to make any determination, decision or election that it is required to make hereunder, then the Company will make that determination, decision or election on the same basis as described above.

Determinations and Decisions. (a) The Company and the Calculation Agent are expressly authorized to make certain determinations, decisions and elections hereunder and under the Original Indenture, including with respect to the calculation of the U.S. Treasury Rate for a five-year maturity. Any determination, decision or election that may be made by the Company or by the Calculation Agent hereunder and under the Original Indenture, including any determination with respect to the use of U.S. Treasury Rate for a five-year maturity, any determination of the occurrence of a Rate Substitution Event, any determination of 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 (i) will be conclusive and binding on the Holders of the Notes and the Trustee absent manifest error, (ii) if made by the Company, will be made in the Company’s sole discretion, (iii) if made by the Calculation Agent, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects and (iv) notwithstanding anything to the contrary herein or in the Original Indenture, shall become effective without consent from the Holders of the Notes or the Trustee. If the Calculation Agent fails to make any determination, decision or election that it is required to make under the terms of the Notes, then the Company will make that determination, decision or election on the same basis as described above. (b) None of the Trustee, the Paying Agent or the Calculation Agent shall be under any obligation (i) to monitor, determine or verify the unavailability or cessation of the U.S. Treasury Rate for a five-year maturity, or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of, any Rate Substitution Event, (ii) to select, determine or designate any Replacement Rate, or other successor or replacement benchmark index, or whether any conditions to the designation of such a rate or index have been satisfied, (iii) to select, determine or designate any U.S. Treasury Rate Adjustments, or other modifier to any replacement or successor index or (iv) to determine whether or what U.S. Treasury Rate Adjustments are necessary or advisable, if any, in connection with any of the foregoing, including, but not limited to, adjustments as to any alternative spread thereon, the bus...