Common use of Notices; Standards for Decisions and Determinations Clause in Contracts

Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Benchmark Replacement Conforming Changes, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 5.5(c)(iv) below and (E) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 5.5(c), 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 5.5(c).

Notices; Standards for Decisions and Determinations. The Deal Agent will promptly notify the Borrower and the Lenders Lender of (A) any occurrence of a Benchmark Transition Event, (Bi) the implementation of any Benchmark Replacement, Replacement and (Cii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement Conforming Changes, Replacement. The Deal Agent will promptly notify the Borrower of (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to this Section 5.5(c)(iv) below 2.17 and (Ey) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Deal Agent or, if applicable, any the Lender (or group of Lenders) pursuant to this Section 5.5(c)2.17, 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 Transaction Document, except, in each case, as expressly required pursuant to this Section 5.5(c)2.17.

Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event, (Bi) the implementation of any Benchmark Replacement, and (Cii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement Conforming ChangesReplacement. The Agent will notify the Borrower of, (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 5.5(c)(ivparagraph (d) below and (Ey) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 5.5(c)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 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, Document except, in each case, as expressly required pursuant to this Section 5.5(c)Section.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower Borrower, the Group Agents and the Lenders of (Ai) any occurrence of a Benchmark Transition Event or an Early Opt-in Event, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Benchmark Replacement Conforming Changes, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 5.5(c)(iv) below Changes and (Eiv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Agent orAdministrative Agent, if applicable, any Lender (the Lenders or group of Lenders) the Group Agents pursuant to this Section 5.5(c)5.07, 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 selectionaction, 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 Documenthereto, except, in each case, as expressly required pursuant to this Section 5.5(c)5.07.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders (with a copy to the Paying Agent) of (Ai) any occurrence of a Benchmark Transition EventEvent or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Benchmark Replacement Conforming Changes, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 5.5(c)(iv) below Changes and (Eiv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) Lenders pursuant to this Section 5.5(c2.11(b), 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 selectionaction, 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 Documenthereto, except, in each case, as expressly required pursuant to this Section 5.5(c2.11(b).

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders Banks of (A) any occurrence of a Benchmark Transition Event, (B) the implementation of any Benchmark Replacement, and (CB) the effectiveness of any Benchmark Replacement Conforming Changes, . The Administrative Agent will promptly notify the Borrower of (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 5.5(c)(iv2.11(b)(iv) below and (Ey) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender Bank (or group of LendersBanks) pursuant to this Section 5.5(c2.11(b), 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 Transaction Document, except, in each case, as expressly required pursuant to this Section 5.5(c2.11(b).

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders Banks of (Ai) any occurrence of a Benchmark Transition EventEvent or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Benchmark Replacement Conforming Changes, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 5.5(c)(iv) below Changes and (Eiv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) Banks pursuant to clauses (b)‑(e) of this Section 5.5(c)3.02, including any applicable 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 selectionaction, 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 Documenthereto, except, in each case, as expressly required pursuant to clauses (b)-(e) of this Section 5.5(c)3.02.

Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event, (Bi) the implementation of any Benchmark Replacement, Replacement and (Cii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement Conforming Changes, Replacement. Agent will notify Borrower of (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 5.5(c)(iv2.15(d) below and (Ey) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 5.5(c)2.15, 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 5.5(c)2.15.

Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrower Borrowers and the Lenders of (Ai) any occurrence of a Benchmark Transition EventEvent and its related Benchmark Replacement Date, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Benchmark Replacement Conforming Changes, (Div) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 5.5(c)(ivparagraph (d) below below, and (Ev) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Agent or, if applicable, applicable any Lender (or group of Lenders) pursuant to this Section 5.5(c), 3.8.2 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 Other Document, except, in each case, as expressly required pursuant to this Section 5.5(c)3.8.2.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A) any occurrence of a Benchmark Transition EventEvent and its related Benchmark Replacement Date, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Benchmark Replacement Conforming Changes, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 5.5(c)(ivparagraph (d) below and (E) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 5.5(c)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 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, Document except, in each case, as expressly required pursuant to this Section 5.5(c)Section.

Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrower and the Lenders of (A) any occurrence of a Benchmark Transition EventEvent and its related Benchmark Replacement Date, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Benchmark Replacement Conforming Changes, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 5.5(c)(ivparagraph (iv) below and (E) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 5.5(c)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 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, Credit Document except, in each case, as expressly required pursuant to this Section 5.5(c)2.07.

Notices; Standards for Decisions and Determinations. The Agent Lender will promptly notify the Borrower and the Lenders of (A) any occurrence of a Benchmark Transition EventEvent and its related Benchmark Replacement Date, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Benchmark Replacement Conforming Changes, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 5.5(c)(ivclause (iv) below and (E) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 5.5(c2.16(b), 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 DocumentSecurity Instrument, except, in each case, as expressly required pursuant to this Section 5.5(c2.16(b).

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event, (Bi) the implementation of any Benchmark Replacement, Replacement and (Cii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement Conforming Changes, Replacement. The Administrative Agent will notify the Borrower and the Lenders of (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 5.5(c)(iv5.2(d) below and (Ey) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 5.5(c)5.2 including, including without limitation, any determination with respect to a tenor, rate or adjustment 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 selectionaction, will be conclusive and binding on all parties hereto 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 5.5(c)5.2.

Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrower Company and the Lenders of (A) any occurrence of a Benchmark Transition Event, (Bi) the implementation of any Benchmark Replacement, Replacement and (Cii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement Conforming Changes, Replacement. The Agent will promptly notify the Company of (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 5.5(c)(iv2.25(d) below and (Ey) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 5.5(c)2.25, 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 DocumentAgreement, except, in each case, as expressly required pursuant to this Section 5.5(c)2.25.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A) any occurrence of a Benchmark Transition EventEvent and its related Benchmark Replacement Date, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Benchmark Replacement Conforming Changes, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 5.5(c)(ivparagraph (iv) below and (E) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 5.5(c)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 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, Document except, in each case, as expressly required pursuant to this Section 5.5(c)Section.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (Ai) any occurrence of a Benchmark Transition EventEvent and its related Benchmark Replacement Date, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Benchmark Replacement Conforming Changes, (Div) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 5.5(c)(ivparagraph (f) below below, and (Ev) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group at the direction of the Required Lenders) pursuant to this Section 5.5(c), 2.14 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 selectionaction, 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 hereto (other Loan Documentthan the Required Lenders), except, in each case, as expressly required pursuant to this Section 5.5(c)2.14.

Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrower SPV and the Lenders Investors of (Ai) any occurrence of a Benchmark Transition Event, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Benchmark Replacement Conforming Changes, (Div) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 5.5(c)(iv2.18(d) below and (Ev) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender Investor (or group of LendersInvestors) pursuant to this Section 5.5(c)2.18, 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 Transaction Document, except, in each case, as expressly required pursuant to this Section 5.5(c)2.18.

Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrower Agent and the Lenders of (A) any occurrence of a Benchmark Transition Event, (B1) the implementation of any Benchmark Replacement, Replacement and (C2) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement Conforming Changes, Replacement. Agent will notify Borrower Agent of (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 5.5(c)(iv3.6.2(d) below and (Ey) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 5.5(c3.6.2(c), 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 5.5(c3.6.2(c).

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (Ai) the implementation of any CDN Benchmark Replacement, (ii) any occurrence of a Benchmark Term XXXXX Transition Event, (B) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any CDN Benchmark Replacement Conforming Changes, and (Div) the removal or reinstatement of any tenor of by delivering a Benchmark BA Cessation Notice pursuant to Section 5.5(c)(iv) below and (E) 3.17(7), its intention to terminate the commencement obligation of the Lenders to make or conclusion of any Benchmark Unavailability Periodmaintain Bankers’ Acceptances. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 5.5(c), 3.17 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 selectionaction, 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 Documenthereto, except, in each case, as expressly required pursuant to this Section 5.5(c)3.17.

Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event, (Bi) the implementation of any Benchmark Replacement, Replacement and (Cii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement Conforming Changes, Replacement. The Agent will notify the Borrower of (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 5.5(c)(iv§4.16(d) below and (Ey) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 5.5(c)§4.16, 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 selectionaction, 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 Documenthereto, except, in each case, as expressly required pursuant to this Section 5.5(c)§4.16.

Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event, (Bi) the implementation of any Benchmark Replacement, Replacement and (Cii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement Conforming Changes, Replacement. The Agent will notify the Borrower and the Lenders of (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 5.5(c)(iv3.11(d) below and (Ey) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 5.5(c), 3.11 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 5.5(c)3.11.

Notices; Standards for Decisions and Determinations. The Agent Facility Servicer will promptly notify the Borrower Borrower, the Administrative Agent and the Lenders of (Ai) any occurrence of a Benchmark Transition EventEvent or an Early Opt-in Election, as applicable, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Benchmark Replacement Conforming Changes, Changes and (Div) the removal or reinstatement of any tenor of for a Benchmark pursuant to Section 5.5(c)(iv) below and (E) the commencement or conclusion of any Benchmark Unavailability Periodthat is a term rate. Any determination, decision or election that may be made by the Agent Facility Servicer or, if applicable, the Borrower or any Lender (or group of Lenders) pursuant to this Section 5.5(c)2.16, 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 selectionaction, 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 Documenthereto, except, in each case, as expressly required pursuant to this Section 5.5(c)2.16 and the related definitions.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event, (B) the implementation of any Benchmark Replacement, (CB) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement Conforming ChangesReplacement, (DC) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 5.5(c)(iv2.14(b)(iv) below and (ED) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 5.5(c2.14(b), 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 selectionaction, 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 Documenthereto, except, in each case, as expressly required pursuant to this Section 5.5(c2.14(b).

Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event, (Bi) the implementation of any Benchmark Replacement, Replacement and (Cii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement Conforming Changes, (D) . Agent will promptly notify Borrower of the removal or reinstatement of any tenor of a Benchmark pursuant to Section 5.5(c)(iv3.11(d) below and (E) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 5.5(c)3.11, 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 heretoto this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 5.5(c)3.11.

Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event, (Bi) the implementation of any Benchmark Replacement, Replacement and (Cii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement Conforming Changes, Replacement. The Agent will notify the Borrower of (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 5.5(c)(iv5.2(e) below and (Ey) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 5.5(c)5.2, 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 5.5(c5.2. (e).

Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Benchmark Replacement Conforming Changes, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 5.5(c)(iv) below and (E) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 5.5(c), 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, 243 244 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 5.5(c).

Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrower Borrowers and the Lenders of (A) any occurrence of a Benchmark Transition Event, (B) the implementation of any Benchmark Replacement, and (CB) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement Conforming Changes, Replacement. The Agent will notify the Borrowers of (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 5.5(c)(ivparagraph (iv) below and (Ey) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 5.5(c)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 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, Document except, in each case, as expressly required pursuant to this Section 5.5(c)Section.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event, (B) the implementation of any Benchmark Replacement, Replacement and (CB) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement Conforming Changes, (D) Replacement. The Administrative Agent will promptly notify the Borrower of the removal or reinstatement of any tenor of a Benchmark pursuant to Section 5.5(c)(iv) below and (E) the commencement or conclusion of any Benchmark Unavailability Period2.14(d)(iv). Any determination, decision or election that may be made by the Administrative Agent or, if applicable, the Borrower or any Lender (or group of Lenders) pursuant to this Section 5.5(c2.14(d), 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 Credit Document, except, in each case, as expressly required pursuant to otherwise set forth in this Section 5.5(c)2.14(d) or the definitions of the terms used herein.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower Representative and the Lenders of (A) any occurrence of a Benchmark Transition Event, (B) the implementation of any Benchmark Replacement, (CB) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement Conforming ChangesReplacement, (DC) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 5.5(c)(ivclause (iv) below and (ED) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 5.5(c3.3(b), 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 5.5(c3.3(b).

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (Ai) any occurrence of a Benchmark Transition EventEvent or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Benchmark Replacement Conforming Changes, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 5.5(c)(iv) below and (Eiv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 5.5(c)2.15, 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 Related Document, except, in each case, as expressly required pursuant to this Section 5.5(c)2.15.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower Borrowers and the Lenders of (A) any occurrence of a Benchmark Transition EventEvent and its related Benchmark Replacement Date, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Benchmark Replacement Conforming Changes, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 5.5(c)(ivparagraph (iv) below and (E) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 5.5(c)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 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, Document except, in each case, as expressly required pursuant to this Section 5.5(c)Section.

Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrower Borrowers and the Lenders of (A) any occurrence of a Benchmark Transition Event, (Bi) the implementation of any Benchmark Replacement, and (Cii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement Conforming ChangesReplacement. Agent will notify Borrowers of, (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 5.5(c)(ivparagraph (d) below and (Ey) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 5.5(c)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 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, Other Document except, in each case, as expressly required pursuant to this Section 5.5(c)Section.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower Borrowers and the Lenders of (Ai) any the occurrence of a any Benchmark Transition Event, (Bii) the implementation of any Benchmark Replacement, Replacement and (Ciii) the effectiveness of any Benchmark Replacement Conforming Changes, (D) . The Administrative Agent will promptly notify the Borrowers of the removal or reinstatement of any tenor of a Benchmark pursuant to Section 5.5(c)(ivclause (d) below and (E) the commencement or conclusion of any Benchmark Unavailability Periodbelow. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, the Borrowers or any Lender (or group of Lenders) pursuant to this Section 5.5(c)4.08, 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 Credit Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 5.5(c)4.08.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event, (Bi) the implementation of any Benchmark Replacement, (Cii) any occurrence of a Term CXXXX Transition Event, and (iii) the effectiveness of any Benchmark Replacement Conforming Changes, and (Div) the removal or reinstatement of any tenor of by delivering a Benchmark BA Cessation Notice pursuant to Section 5.5(c)(iv) below and (E) 18.6.7, its intention to terminate the commencement obligation of the Lenders to make or conclusion of any Benchmark Unavailability Periodmaintain Bankers’ Acceptances or BA Equivalent Advances. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 5.5(c)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 or any selectionaction, 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 Documenthereto, except, in each case, as expressly required pursuant to this Section 5.5(c).Section. 181

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (Ai) any occurrence of a Benchmark Transition EventEvent or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Benchmark Replacement Conforming Changes, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 5.5(c)(iv) below Changes and (Eiv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) Lenders pursuant to clauses (b)-(e) of this Section 5.5(c)4.2., 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 selectionaction, 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 Documenthereto, except, in each case, as expressly required pursuant to clauses (b)-(e) of this Section 5.5(c)4.2.

Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrower and the Lenders of (Ai) the implementation of any CDOR Benchmark Replacement and (ii) , (ii) any occurrence of a Benchmark Term XXXXX Transition Event, (B) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any CDOR Benchmark Replacement Conforming Changes, and (Div) the removal or reinstatement of any tenor of by delivering a Benchmark BA Cessation Notice pursuant to Section 5.5(c)(ivclause (g) below and (E) of this Section, its intention to terminate the commencement obligation of the Lenders to make or conclusion of any Benchmark Unavailability Periodmaintain B/As. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 5.5(c)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 or any selectionaction, 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 Documenthereto, except, in each case, as expressly required pursuant to this Section 5.5(c)Section.

Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrower Company and the Lenders of (A) any occurrence of a Benchmark Transition Event, (Bi) the implementation of any Benchmark Replacement, Replacement and (Cii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement Conforming Changes, Replacement. The Agent will notify the Company of (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 5.5(c)(iv2.21(d) below and (Ey) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 5.5(c)2.21, 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 DocumentAgreement, except, in each case, as expressly required pursuant to this Section 5.5(c)2.21.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event, (Bi) the implementation of any Benchmark Replacement, Replacement and (Cii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement Conforming Changes, (D) and the commencement of any Benchmark Unavailability Period. The Administrative Agent will promptly notify the Borrower of the removal or reinstatement of any tenor of a Benchmark pursuant to Section 5.5(c)(iv) below and (E) the commencement or conclusion of any Benchmark Unavailability Period3.8. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 5.5(c)3.8, 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 5.5(c).3.8. ​ ​

Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event, (Bi) the implementation of any Benchmark Replacement, Replacement and (Cii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement Conforming Changes, Replacement. The Agent will notify the Borrower of (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 5.5(c)(iv5.9(3)(d) below and (Ey) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 5.5(c5.9(3), 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 selectionaction, 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 5.5(c5.9(3).

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A) any occurrence of a Benchmark Transition EventEvent and its related Benchmark Replacement Date, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Benchmark Replacement Conforming Changes, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 5.5(c)(ivparagraph (iv) below and (E) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 5.5(c)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 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 Credit Agreement or any other Loan Document, Document except, in each case, as expressly required pursuant to this Section 5.5(c)Section.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event, (Bi) the implementation of any Benchmark Replacement, (Cii) any occurrence of a Term CXXXX Transition Event, and (iii) the effectiveness of any Benchmark Replacement Conforming Changes, and (Div) the removal or reinstatement of any tenor of by delivering a Benchmark BA Cessation Notice pursuant to Section 5.5(c)(iv) below and (E) 18.6.7, its intention to terminate the commencement obligation of the Lenders to make or conclusion of any Benchmark Unavailability Periodmaintain Bankers' Acceptances or BA Equivalent Advances. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 5.5(c)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 or any selectionaction, 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 Documenthereto, except, in each case, as expressly required pursuant to this Section 5.5(c)Section.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower Company and the Lenders of (Ai) any occurrence of a Benchmark Transition EventEvent or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Benchmark Replacement Conforming Changes, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 5.5(c)(iv) below Changes and (Eiv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) Lenders pursuant to this Section 5.5(cSections 1.12 (a) through (d), including any determination with respect to a tenor, rate or 95007615_1 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 selectionaction, 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 Documenthereto, except, in each case, as expressly required pursuant to this Section 5.5(c)1.12.

Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrower and the Lenders Banks of (Ai) any occurrence of a Benchmark Transition EventEvent and its related Benchmark Replacement Date, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Benchmark Replacement Conforming Changes, (Div) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 5.5(c)(iv2.6(c) below and (Ev) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender Bank (or group of LendersBanks) pursuant to this Section 5.5(c)2.6, 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 5.5(c)2.6.

Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event, (Bi) the implementation of any Benchmark Replacement, Replacement and (Cii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement Conforming Changes, Replacement. Agent will notify Borrower of (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 5.5(c)(iv2.18(d) below and (Ey) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 5.5(c)2.18, 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 5.5(c)2.18.

Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrower Company and the Lenders of (A) any occurrence of a Benchmark Transition Event, (Bi) the implementation of any Benchmark Replacement, Replacement and (Cii) the effectiveness of any Conforming Changes. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.22 may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of any amendment which implements any Benchmark Replacement or Conforming Changes, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 5.5(c)(iv) below and (E) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 5.5(c)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 or any selectionaction, 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 Documenthereto, except, in each case, as expressly required pursuant to this Section 5.5(c2.22. (d).

Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event, (Bi) the implementation of any Benchmark Replacement, Replacement and (Cii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption, or implementation of a Benchmark Replacement Conforming Changes, Replacement. The Agent will notify the Borrower of (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 5.5(c)(iv(d) below and (Ey) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 5.5(c)10.3, 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 Credit Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 5.5(c)Section.

Notices; Standards for Decisions and Determinations. The the Administrative Agent will promptly notify the Borrower and the Lenders Lenders/Participants of (A) any occurrence of a Benchmark Transition EventEvent or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Benchmark Replacement Conforming Changes, Changes and (D) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 5.5(c)(iv) below and (E) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of the Lenders) /Participants pursuant to this Section 5.5(c3.03(c), 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 selectionaction, 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 Documenthereto, except, in each case, as expressly required pursuant to this Section 5.5(c3.03(c).

Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event, (Bi) the implementation of any Benchmark Replacement, (Cii) any occurrence of a Term XXXXX Transition Event, and (iii) the effectiveness of any Benchmark Replacement Conforming Changes, and (Div) the removal or reinstatement of any tenor of by delivering a Benchmark BA Cessation Notice pursuant to Section 5.5(c)(ivclause (g) below and (E) of this Section, its intention to terminate the commencement obligation of the Lenders to make or conclusion of any Benchmark Unavailability Periodmaintain Bankers’ Acceptances. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 5.5(c)Section, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence non‐occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selectionaction, 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 Documenthereto, except, in each case, as expressly required pursuant to this Section 5.5(c)Section.

Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event, (B) the implementation of any Benchmark Replacement, and (CB) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement Conforming ChangesReplacement. Agent will notify the Borrower of, (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 5.5(c)(ivclause (iv) below and (Ey) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 5.5(c)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 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, Document except, in each case, as expressly required pursuant to this Section 5.5(c)Section.

Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrower Company and the Lenders of (A) any occurrence of a Benchmark Transition Event, (Bi) the implementation of any Benchmark Replacement, Replacement and (Cii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement Conforming Changes, Replacement. The Agent will notify the Company of (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 5.5(c)(iv2.24(d) below and (Ey) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 5.5(c)2.24, 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 DocumentAgreement, except, in each case, as expressly required pursuant to this Section 5.5(c)2.24.

Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrower Seller and the Lenders Purchasers of (Ai) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Benchmark Replacement Conforming Changes, Changes and (Div) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 5.5(c)(ivclause (e) below and (E) the commencement or conclusion of any Benchmark Unavailability Periodbelow. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or group of Lenders) Purchasers pursuant to this Section 5.5(c)4.5, 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 Documentthe Seller, except, in each case, as expressly required pursuant to this Section 5.5(c)4.5.

Notices; Standards for Decisions and Determinations. The Calculation Agent will promptly notify the Borrower and the Lenders Issuing Lender of (AI) any occurrence of a Benchmark Transition EventEvent or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (BII) the implementation of any Benchmark Replacement, (CIII) the effectiveness of any Benchmark Replacement Conforming Changes, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 5.5(c)(iv) below and (EIV) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Calculation Agent or, if applicable, any the Issuing Lender (or group of Lenders) pursuant to this Section 5.5(c2.01(g), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-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 Transaction Document, except, in each case, as expressly required pursuant to this Section 5.5(c2.01(g).. (iv)

Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrower and the Lenders of (A) any occurrence of a Benchmark Transition EventEvent and its related Benchmark Replacement Date, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Benchmark Replacement Conforming Changes, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 5.5(c)(ivparagraph (iv) below and (E) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 5.5(c)2.07, 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, Credit Document except, in each case, as expressly required pursuant to this Section 5.5(c)2.07.

Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event, (Bi) the implementation of any Benchmark Replacement, Replacement and (Cii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement Conforming Changes, Replacement. The Agent will notify the Borrower of (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 5.5(c)(iv2.11(d) below and (Ey) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 5.5(c), 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 LEGAL_1:83525085.7 \ party to this Agreement or any other Loan Credit Document, except, in each case, as expressly required pursuant to this Section 5.5(c)2.11.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (Ai) any occurrence of a Benchmark Transition EventEvent or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Benchmark Replacement Conforming Changes, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 5.5(c)(iv) below Changes and (Eiv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) Lenders pursuant to clauses (b)-(e) of this Section 5.5(c)3.03, 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 selectionaction, 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 Documenthereto, except, in each case, as expressly required pursuant to clauses (b)-(e) of this Section 5.5(c)3.03.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Benchmark Replacement Conforming Changes, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 5.5(c)(ivclause (iv) below and (E) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 5.5(c3.02(f), 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 5.5(c3.02(f).

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (Ai1) any occurrence of a Benchmark Transition Event, (B2) the implementation of any Benchmark Replacement, (Cii3) the effectiveness of any Benchmark Replacement Conforming Changes, (D4) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 5.5(c)(ivclause (f) below and (Eiii5) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent oror the, if applicable, any Lender (or group of Lenders) pursuant to this Section 5.5(c)5.06, 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 solereasonable discretion and without consent from any other party to this Agreement or any other Loan Documenthereto, except, in each case, as expressly required pursuant to this Section 5.5(c)5.06after consultation with the Borrower.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement Conforming Changes, and (D) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 5.5(c)(iv3.07(c)(iv) below and (E) the commencement or conclusion of any Benchmark Unavailability Periodbelow. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 5.5(c3.07(c), 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 5.5(c3.07(c).. (iv)

Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event, (Bi) the implementation of any Benchmark Replacement, and (Cii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement Conforming ChangesReplacement. The Agent will notify the Borrower of, (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 5.5(c)(ivparagraph (d) below and (Ey) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 5.5(c)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 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, Other Document except, in each case, as expressly required pursuant to this Section 5.5(c)3.8.2.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders Co-Agents of (Ai) any occurrence of a Benchmark Transition EventEvent or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Benchmark Replacement Conforming Changes, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 5.5(c)(iv) below Changes and (Eiv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Agent orAdministrative Agent, if applicable, any Lender (the Borrower or group of Lenders) the Co-Agents pursuant to this Section 5.5(c)14.17, 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 selectionaction, 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 Documenthereto, except, in each case, as expressly required pursuant to this Section 5.5(c)14.17.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower Borrowing Agent and the Lenders of (A) any occurrence of a Benchmark Transition EventEvent and its related Benchmark Replacement Date, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Benchmark Replacement Conforming Changes, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 5.5(c)(ivparagraph (iv) below and (E) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 5.5(c)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 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, Document except, in each case, as expressly required pursuant to this Section 5.5(c)Section.

Notices; Standards for Decisions and Determinations. The Agent Initial Lender will promptly notify Borrower, the Borrower Administrative Agent and the Lenders of (Ai) any occurrence of a Benchmark Transition EventEvent or an Early Opt‐in Election, as applicable, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Benchmark Replacement Conforming Changes, Changes and (Div) the removal or reinstatement of any tenor of for a Benchmark pursuant to Section 5.5(c)(iv) below and (E) the commencement or conclusion of any Benchmark Unavailability Periodthat is a term rate. Any determination, decision or election that may be made by the Agent Initial Lender or, if applicable, Borrower or any Lender (or group of Lenders) pursuant to this Section 5.5(c)2.18, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence non‐occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selectionaction, 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 Documenthereto, except, in each case, as expressly required pursuant to this Section 5.5(c)2.18.

Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrower Borrowing Agent and the Lenders of (A) any occurrence of a Benchmark Transition Event, (B1) the implementation of any Benchmark Replacement, Replacement and (C2) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement Conforming Changes, Replacement. Agent will notify Borrowing Agent of (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 5.5(c)(iv2.6(c)(iv) below and (Ey) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 5.5(c2.6(c), 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 5.5(c2.6(c).

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders Banks of (Ai) any occurrence of a Benchmark Transition EventEvent or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Benchmark Replacement Conforming Changes, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 5.5(c)(iv) below Changes and (Eiv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) Banks pursuant to clauses (b)‑(e) of this Section 5.5(c)3.02, including any applicable 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 selectionaction, 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 Documenthereto, except, in each case, as expressly required pursuant to clauses (b)-(e) of this Section 5.5(c3.02. (e).