Notices; Standards for Decisions and Determinations. Administrative Agent will promptly notify Borrower and the Lenders of (i) any occurrence of Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement and (iii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. Administrative Agent will promptly notify Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.03, 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 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 4.03.
Appears in 2 contracts
Samples: Revolving Credit Agreement (TCW Direct Lending LLC), Revolving Credit Agreement (TCW Direct Lending VII LLC)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders in advance of (i) any occurrence of Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement and (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (eSection 2.12(d) below and (y) the commencement 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 4.032.12, 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 4.032.12.
Appears in 2 contracts
Samples: Financing Agreement (Colonnade Acquisition Corp. II), Financing Agreement (Spire Global, Inc.)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify Borrower the Borrowers and the Lenders of (i) any occurrence of Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement and (iiiii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify Borrower the Borrowers of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (eSection 2.16(d) below and (y) the commencement of any Benchmark Unavailability Period. Any notice required to be delivered by the Administrative Agent as set forth in this Section 2.16 may be provided, at the option of the Administrative 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. 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 4.032.16, 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 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 4.032.16.
Appears in 2 contracts
Samples: Credit Agreement (Livent Corp.), Credit Agreement (Arcadium Lithium PLC)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (iA) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date, (iiB) the thethe implementation of any Benchmark Replacement Replacement, and (iiiCB) the effectiveness of any Benchmark Replacement Conforming Changes Changes, (D) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (eSection 4.8(c)(iv) below and (yE) 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 4.034.8(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 Credit Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 4.034.8(c).
Appears in 2 contracts
Samples: Unsecured Term Loan Agreement (First Industrial Lp), Revolving Credit Agreement (First Industrial Lp)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify Borrower the Borrower, the Collateral Agent, the Collateral Administrator and the Lenders of (i) any occurrence of Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement and (iiiii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (eSection 2.11(e) below and (y) the commencement 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 4.032.11, 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 Credit Agreement or any other Loan Facility Document, except, in each case, as expressly required pursuant to this Section 4.032.11.
Appears in 2 contracts
Samples: Credit and Security Agreement (Main Street Capital CORP), Credit Agreement (Main Street Capital CORP)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition EventEvent or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement and Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the useChanges, administration, adoption or implementation of a Benchmark Replacement. Administrative Agent will promptly notify Borrower of (xiv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (ef) below and (yv) 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 clauses (b) through (g) of this Section 4.033.03, 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 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 clauses (b) through (g) of this Section 4.033.03.
Appears in 2 contracts
Samples: Credit Agreement (ironSource LTD), Credit Agreement (ironSource LTD)
Notices; Standards for Decisions and Determinations. Administrative The Agent will promptly notify Borrower the Borrowing Agent and the Lenders of (i) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date, (ii) the thethe implementation of any Benchmark Replacement Replacement, and (iiiiiiii ) the effectiveness of any Benchmark Replacement Conforming Changes Changes, (iv) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. Administrative The Agent will promptly notify Borrower the Borrowing Agent of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause paragraph (ed) below and (yvy) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by Administrative the Agent or, if applicable, any Lender [PHI Group] Revolving Credit, Term Loan and Security Agreement (or group of Lenders) pursuant to this Section 4.033.8.2, 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 Credit Agreement or any other Otherother Loan Document, except, in each case, as expressly required pursuant to this Section 4.033.8.2.
Appears in 2 contracts
Samples: Loan and Security Agreement (PHI Group, Inc./De), Loan and Security Agreement (PHI Group, Inc./De)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify Borrower the Borrower, the Lenders, the Servicer and the Lenders Equityholder (with a copy to the Collateral Agent) of (i) 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, (ii) the thethe implementation of any Benchmark Replacement Replacement, and (iiiiiiii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower of of, (xivA) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (ef) below belowthis Section 2.18 and (yvB) 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 4.032.18, 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 Credit Agreement or any other Loan Facility Document, except, in each case, as expressly required pursuant to this Section 4.032.18.
Appears in 1 contract
Samples: Credit and Security Agreement (Morgan Stanley Direct Lending Fund)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, (ii) the implementation of any Benchmark Replacement and Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the useChanges, administration, adoption or implementation of a Benchmark Replacement. Administrative Agent will promptly notify Borrower of (xiv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (ef) below and (yv) 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 4.032.14, 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 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 4.03.2.14. (e) (f)
Appears in 1 contract
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date, (iiiiA) the implementation of any Benchmark Replacement Replacement, and (iiiiiiB) the effectiveness of any Benchmark Replacement Conforming Changes Changes, (iv) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (eSection 2.12(c)(iv) below and (yvy) 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 4.032.12(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 Credit Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 4.032.12(c).
Appears in 1 contract
Samples: Credit Agreement (Maxlinear, Inc)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of Benchmark Transition EventReplacement Date and the related Benchmark Replacement, (ii) the implementation effectiveness of any Benchmark Replacement and Conforming Changes, (iii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. Administrative Agent will promptly notify Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (eiv) 62 below and (yiv) the commencement of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Administrative Agent as set forth in this Section 3.07 may be provided, at the option of the Administrative 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 Benchmark Replacement Conforming Changes. 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 4.033.07, 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 Credit Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 4.033.07.
Appears in 1 contract
Samples: Credit Agreement (Salesforce, Inc.)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement and any Benchmark Replacement Adjustment, (iii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. Administrative Agent will promptly notify Borrower of and (xiv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (ed) below and (y) the commencement 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 4.034.5, 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 Credit Agreement or any other Loan Documenthereto, except, in each case, as expressly required pursuant to this Section 4.034.5 or any related definition, with the consent of or in agreement with the Borrower.
Appears in 1 contract
Samples: Credit and Security Agreement (Quest Diagnostics Inc)
Notices; Standards for Decisions and Determinations. Administrative Agent The Required Lenders will promptly notify Borrower the Borrower, the Administrative Agent and the Lenders of (i) any occurrence of Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement and (iiiii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (eSection 3.8(d) below and (y) the commencement 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 4.033.8, 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 Credit Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 4.033.8. In the event that any applicable Benchmark is not available on any determination date, then unless the Administrative Agent is notified of a replacement Benchmark in accordance with the provisions of this Agreement within two (2) Business Days, the Administrative Agent shall use the interest rate in effect for the immediately prior Interest Period.
Appears in 1 contract
Samples: Credit Agreement (Mynaric AG)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement and (iiiii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify Borrower of (x) promptly notify the Borrower of the removal or reinstatement of any tenor of a Benchmark pursuant to clause (eSection 2.16(d) below and (y) notify the Borrower promptly following the Administrative Agent’s knowledge of the commencement 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 4.032.16, 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 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 4.032.16.
Appears in 1 contract
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of Benchmark Transition Event, (iiA) the implementation of any Benchmark Replacement and (iiiB) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (eSection 2.17(c)(vi) below and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent (at the direction of the Majority Lenders) or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.032.17(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 Credit Agreement or any other Loan Transaction Document, except, in each case, as expressly required pursuant to this Section 4.032.17(c).
Appears in 1 contract
Samples: Loan and Servicing Agreement (Stepstone Private Credit Fund LLC)
Notices; Standards for Decisions and Determinations. Administrative The Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition EventEvent or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement and Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the useChanges, administration, adoption or implementation of a Benchmark Replacement. Administrative Agent will promptly notify Borrower of (xiv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (ed) below and (yv) 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 4.033.4, 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 Credit Document, except, in each case, as expressly required pursuant to this Section 4.033.4.
Appears in 1 contract
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement and (iii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower and the Lenders of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (eSection 3.03(d) below and (yv) the commencement 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 4.033.03, 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 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 4.033.03.
Appears in 1 contract
Samples: Credit Agreement (Valvoline Inc)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify Borrower the Borrower, the Depositary, the Lenders and the Lenders Derivatives Creditors of (i) any occurrence of Benchmark Transition Event, (iiA) the implementation of any Benchmark Replacement and (iiiB) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (eSection 3.06(c)(iv) below and (y) of the commencement 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 4.033.06(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 Credit Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 4.033.06(c).
Appears in 1 contract
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (iA) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date, (iiB) the thethe implementation of any Benchmark Replacement Replacement, and (iiiCB) the effectiveness of any Benchmark Replacement Conforming Changes Changes, (D) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (eSection 4.2.(b)(iv) below and (yE) 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 4.034.2.(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 Credit Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 4.034.2.(b).
Appears in 1 contract
Samples: Credit Agreement (National Retail Properties, Inc.)
Notices; Standards for Decisions and Determinations. Administrative Agent will promptly notify Borrower and the Lenders of (i) any occurrence of a Benchmark Transition EventEvent or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement and Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the useChanges, administration, adoption or implementation of a Benchmark Replacement. Administrative Agent will promptly notify Borrower of (xiv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (ed) below and (yv) 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 4.031.6, 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 Credit Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 4.031.6.
Appears in 1 contract
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) 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, (ii) the implementation of any Benchmark Replacement Replacement, and (iiiiiiii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark ReplacementReplacement Conforming Changes and. The Administrative Agent will promptly notify the Borrower of (xivx) the removal commencementremoval or reinstatement conclusionreinstatement of any tenor of a Benchmark pursuant to clause (eSection 3.03(e) below and (y) the commencement 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 4.033.03(a)-(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 heretoto this Credit Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 4.033.03(a)-(d).
Appears in 1 contract
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify Borrower the Company and the Lenders of (i) 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, (iiiiA) the implementation of any Benchmark Replacement Replacement, and (iiiiiiB ) the effectiveness of any Benchmark Replacement Conforming Changes Changes, (iv) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify Borrower the Company of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (eSection 4.10(c)(iv) below and (yv) 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 4.034.10(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 Credit Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 4.034.10(c).
Appears in 1 contract
Samples: Credit Agreement (BlackRock Inc.)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Parent Borrower and the Revolving Lenders of (i) any occurrence of a Benchmark Transition EventEvent and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement and Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the useChanges, administration, adoption or implementation of a Benchmark Replacement. Administrative Agent will promptly notify Borrower of (xiv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (ed) below and (yv) 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 4.031.11, 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, selection,(or the Administrative Agent together with the Parent Borrower where so specified) will be conclusive and binding absent manifest error and may be made in its or their sole discretion and 91 without consent from any other party to heretoto this Credit Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 4.031.11.
Appears in 1 contract
Samples: Lease I Agreement (Bowlero Corp.)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Administrative Borrower and the Lenders of (i) 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, (iiiiA) the implementation of any Benchmark Replacement Replacement, and (iiiiiiB) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark ReplacementReplacement Conforming Changes. The Administrative Agent will promptly notify the Administrative Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (eSection 2.06(c) below and (yivy) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or(at the direction of the Majority Lenders) or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.032.06(c), 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 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 Credit Agreement or any other Loan Transaction Document, except, in each case, as expressly required pursuant to this Section 4.03.2.06(c). (iv)
Appears in 1 contract
Samples: Loan and Servicing Agreement (White Mountains Insurance Group LTD)
Notices; Standards for Decisions and Determinations. Administrative The Agent will promptly notify the Borrower and the Lenders of (iA) any occurrence of a Benchmark Transition Event, an Early Opt-in Election, or an Other Benchmark Rate Election, as applicable, (iiB) the implementation of any Benchmark Replacement and Replacement, (iiiC) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the useChanges, administration, adoption or implementation of a Benchmark Replacement. Administrative Agent will promptly notify Borrower of (xD) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (ev) below and (yE) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by Administrative the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.032.07(g), 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 4.032.07(g).
Appears in 1 contract
Samples: Credit Agreement (DTE Electric Co)
Notices; Standards for Decisions and Determinations. The Co-Administrative Agent Agents will promptly notify Borrower the Company and the Lenders DIP Creditors of (i) any occurrence of Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement and (iiiii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Co-Administrative Agent Agents will promptly notify Borrower the Company of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (eSection 2.29(d) below and (y) the commencement of any a Benchmark Unavailability Period. Any determination, decision or election that may be made by the Co-Administrative Agent Agents or, if applicable, any Lender DIP Creditor (or group of LendersDIP Creditors) pursuant to this Section 4.032.29, 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 Credit Document, except, in each case, as expressly required pursuant to this Section 4.032.29.
Appears in 1 contract
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify in writing the Borrower and the Lenders of (i) any occurrence of Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement and (iiiii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption adoption, or implementation of a Benchmark ReplacementReplacement Conforming Changes. The Administrative Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (eSection 4.10(d) below and (y) the commencement 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 4.034.10, 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 reasonable discretion and and, unless otherwise expressly specified, 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 4.034.10.
Appears in 1 contract
Samples: Revolving Credit Agreement (Stone Point Credit Corp)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify Borrower the Company and the Lenders of (i) any occurrence of Benchmark Transition EventReplacement Date and the related Benchmark Replacement, (ii) the implementation effectiveness of any Benchmark Replacement and Conforming Changes, (iii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. Administrative Agent will promptly notify Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (ed) below and (yiv) the commencement of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Administrative Agent as set forth in this Section 1.09 may be provided, at the option of the Administrative 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 Benchmark Conforming Changes. 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 4.031.09, 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 4.031.09.
Appears in 1 contract
Samples: Credit Agreement (Harsco Corp)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify Borrower the Transferor and the Lenders Series 2017-VFN Noteholders of (i) any occurrence of Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement and (iiiii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify Borrower the Transferor of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (ethis Section 2.8(c) below and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender Series 2017-VFN Noteholder (or group of LendersSeries 2017-VFN Noteholders) pursuant to this Section 4.032.8, 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 Credit Agreement or any other Loan Transaction Document, except, in each case, as expressly required pursuant to this Section 4.032.8.
Appears in 1 contract
Samples: Note Purchase Agreement (United States Cellular Corp)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Lead Borrower and the Lenders of (i) the implementation of 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,and (ii) the implementation of any Benchmark Replacement and Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability PeriodConforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. Administrative Agent will promptly notify Lead Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (y) the commencement of any Benchmark Unavailability PeriodSection 3.08(d). 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 4.033.083.08, 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 107 ACTIVE 61134624v18 107 from any other party to heretoto this Credit Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 4.033.08.
Appears in 1 contract
Samples: Abl Credit Agreement (GMS Inc.)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify Borrower the Borrower, the Lenders, the Investment Advisor, the Collateral Agent and the Lenders Equityholder of (i) any occurrence of Benchmark Transition Event, (iiA) the implementation of any Benchmark Replacement and (iiiB) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below this Section 2.18 and (y) 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 4.032.18, 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 Credit Agreement or any other Loan Facility Document, except, in each case, as expressly required pursuant to this Section 4.032.18.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Goldman Sachs Private Credit Corp.)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify Borrower the Company and the Lenders of (i) any occurrence of a Benchmark Transition EventEvent or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement and Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the useChanges, administration, adoption or implementation of a Benchmark Replacement. Administrative Agent will promptly notify Borrower of (xiv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (ed) below and (yv) 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 4.03Section, 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 4.03Section.
Appears in 1 contract
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement and (iiiii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify Borrower of (x) promptly notify the Borrower of the removal or reinstatement of any tenor of a Benchmark pursuant to clause (eSection 2.18(d) below and (y) notify the Borrower promptly following the Administrative Agent’s knowledge of the commencement 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 4.032.18, 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 Credit Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 4.032.18.
Appears in 1 contract
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement and (iiiii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.25(d) (eBenchmark Replacement Setting) below and (y) the commencement 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 4.032.25 (Benchmark Replacement Setting), 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 4.03.2.25 (Benchmark Replacement Setting). 141
Appears in 1 contract
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Parent Borrower Representative and the Lenders of (i) 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, (iiiiA) the implementation of any Benchmark Replacement Replacement, and (iiiiiiB) the effectiveness of any Benchmark Replacement Conforming Changes in and (iv) the commencement or conclusion of any Benchmark Unavailability Periodin connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower Representative of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (y) the commencement of any Benchmark Unavailability Periodsubsection 4.7(c)(iv). 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 4.03subsection 4.7(bc), 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 Credit Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 4.03subsection 4.7(bc).
Appears in 1 contract
Notices; Standards for Decisions and Determinations. Administrative The Facility Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of Benchmark Transition Event, (iiA) the implementation of any Benchmark Replacement and (iiiB) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. Administrative The Facility Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (eSection 2.16(d) below and (yv) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by Administrative the Facility Agent (and, where applicable, with the consent of the Borrower, such consent not to be unreasonably withheld) or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.032.16, 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 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 Operative Document, except, in each case, as expressly required pursuant to this Section 4.03.2.16. (d)
Appears in 1 contract
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition EventEvent and its related Benchmark Replacement Date and, if applicable, Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement and Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the useChanges, administration, adoption or implementation of a Benchmark Replacement. Administrative Agent will promptly notify Borrower of (xiv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (eSection 2.12(b)(iv) below and (yv) 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 4.032.12, 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 Credit Agreement or any other Loan Credit Document, except, in each case, as expressly required pursuant to this Section 4.032.12.
Appears in 1 contract
Samples: Credit Agreement (ARKO Corp.)
Notices; Standards for Decisions and Determinations. Administrative The Agent will promptly notify the Borrower and the Lenders of (iA) any occurrence of a Benchmark Transition EventEvent or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (iiB) the implementation of any Benchmark Replacement and Replacement, (iiiC) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the useChanges, administration, adoption or implementation of a Benchmark Replacement. Administrative Agent will promptly notify Borrower of (xD) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (ev) below and (yE) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by Administrative the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.033.3(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 Credit Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 4.03.3.3(c). (v)
Appears in 1 contract
Samples: Version Credit Agreement (Portland General Electric Co /Or/)
Notices; Standards for Decisions and Determinations. The Administrative Agent (in consultation with the Borrower) will promptly notify the Borrower and the Lenders of (i) any occurrence of Benchmark Transition Event, (iiA) the implementation of any Benchmark Replacement Replacement, and (iiiB) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause paragraph (eiv) below and (y) 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 4.033.03(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 Credit Agreement or any other Loan Document, Document except, in each case, as expressly required pursuant to this Section 4.033.03(b).
Appears in 1 contract
Samples: Credit Agreement (Ferguson PLC)
Notices; Standards for Decisions and Determinations. Administrative Agent The Calculation AgentNoteholder will promptly notify Borrower the Issuer and the Lenders Noteholder of (i) any occurrence of Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement and (iiiii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark ReplacementReplacement Conforming Changes. Administrative Agent The Noteholder will promptly notify Borrower the Issuer of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.6(i)(iv) (eUnavailability of Tenor of Benchmark) below and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by Administrative the Calculation Agent or, if applicable, any Lender (or group of Lenders) the Noteholder pursuant to this Section 4.032.6(i), 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 Credit Agreement or any other Loan Transaction Document, except, in each case, as expressly required pursuant to this Section 4.032.6(i).
Appears in 1 contract
Samples: Note Purchase Agreement (Infinity Core Alternative Fund)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of Benchmark Transition EventReplacement Date and the related Benchmark Replacement, (ii) the implementation effectiveness of any Benchmark Replacement and Conforming Changes, (iii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. Administrative Agent will promptly notify Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (ed) below and (yiv) the commencement of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Administrative Agent as set forth in this Section 2.24 may be provided, at the option of the Administrative 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 Benchmark Replacement Conforming Changes. 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 4.032.24, 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 Credit Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 4.032.24.
Appears in 1 contract
Samples: Credit Agreement (Medifast Inc)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (iA) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date, (iiB) the thethe implementation of any Benchmark Replacement Replacement, and (iiiCB) the effectiveness of any Benchmark Replacement Conforming Changes Changes, (D) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (eSection 2.23(c)(iv) below and (yE) 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 4.032.23(c), 58 15524773v115524773v5 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 4.032.23(c).
Appears in 1 contract
Samples: Credit Agreement (Idaho Power Co)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify Borrower the Seller and the Lenders Purchasers of (i) any the occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement and Replacement, (iii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark ReplacementReplacement and (iv) the commencement or conclusion of any Benchmark Unavailability Period. The Administrative Agent will promptly notify Borrower the Seller of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (y) the commencement of any Benchmark Unavailability PeriodSection 5.06(d). Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender Purchaser (or group of LendersPurchasers) pursuant to this Section 4.035.06, 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 discretion and without consent from any other party to this Credit Agreement or any other Loan Transaction Document, except, in each case, as expressly required pursuant to this Section 4.035.06.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Gray Television Inc)
Notices; Standards for Decisions and Determinations. Administrative The Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition EventEvent or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement and Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the useChanges, administration, adoption or implementation of a Benchmark Replacement. Administrative Agent will promptly notify Borrower of (xiv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (ed) below and (yv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by Administrative the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.032.25, 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 Credit Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 4.032.25.
Appears in 1 contract
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify Borrower the Seller and the Lenders Group Agents of (i) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event, an Early Opt-in Election, or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date, (iiiiA) the implementation of any Benchmark Replacement Replacement, and (iiiiiiB) the effectiveness of any Benchmark Replacement Conforming Changes Changes, (iv) in connection with the use, administration, adoption adoption, or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify Borrower the Seller of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause paragraph (eeiv ) below and (yvy) 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 Group Agent (or group of LendersMajority Group Agents) pursuant to this Section 4.034.07, 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 Credit Agreement or any other Loan Transaction Document, except, in each case, as expressly required pursuant to this Section 4.034.07.
Appears in 1 contract
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition EventEvent or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement and Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the useChanges, administration, adoption or implementation of a Benchmark Replacement. Administrative Agent will promptly notify Borrower of (xiv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (ed) below and (yv) 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 4.033.08, 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 4.033.08.
Appears in 1 contract
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Term Lenders of (i) any the occurrence of an Other Benchmark Transition EventElection and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement and (iii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (eSection 3.09(d) below and (yv) the commencement of any Benchmark Unavailability PeriodPeriod with respect to the Term B Facility. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) the Term B Lenders pursuant to this Section 4.033.09, 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 4.03.114
Appears in 1 contract
Samples: Credit Agreement (Clear Channel Outdoor Holdings, Inc.)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (iA) 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, (iiB) the thethe implementation of any Benchmark Replacement Replacement, and (iiiCB) the effectiveness of any Benchmark Replacement Conforming Changes in and (D) the commencement or conclusion of any Benchmark Unavailability Periodin connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (y) the commencement of any Benchmark Unavailability PeriodSection 2.08(c)(iv). 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 4.032.09(e)Section 2.08(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 heretoto this Credit Agreement or any other Loan DocumentAgreement, except, in each case, as expressly required pursuant to this Section 4.032.09(e)Section 2.08(c).
Appears in 1 contract
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of Benchmark Transition Event, (iiA) the implementation of any Benchmark Replacement Replacement, and (iiiB) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below Section 3.4.4.5 [Unavailability of Tenor or Benchmark] and (y) the commencement 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 4.03Section, 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 4.03Section.
Appears in 1 contract
Samples: Credit Agreement (MSA Safety Inc)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement and (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (eSection 3.03(b)(iv) below and (yv) the commencement 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 4.033.03(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 Credit Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 4.033.03(b).
Appears in 1 contract
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify Borrower the Borrowers and the Lenders of (iA) any occurrence of a Benchmark Transition EventEvent and its related Benchmark Replacement Date, (iiB) the implementation of any Benchmark Replacement and Replacement, (iiiC) the effectiveness of any Conforming Changes in connection with the useChanges, administration, adoption or implementation of a Benchmark Replacement. Administrative Agent will promptly notify Borrower of (xD) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (eSection 4(m) [Unavailability of Tenor of Benchmark] below and (yE) the commencement of any Benchmark Unavailability Period. Any determination, decision decision, or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.034(l), including any determination with respect to a tenor, rate rate, or adjustment or of the occurrence or non-occurrence of an event, circumstance 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 the Agreement or any other Loan Document, Document except, in each case, as expressly required pursuant to this Section 4.034(l).
Appears in 1 contract
Samples: Credit Agreement (Stoneridge Inc)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (iA) 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, (iiB) the thethe implementation of any Benchmark Replacement Replacement, and (iiiCB) the effectiveness of any Benchmark Replacement Conforming Changes Changes, (D) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (eSection 2.14(c)(iv) below and (yE) 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 4.032.14(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 Credit Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 4.032.14(c).
Appears in 1 contract
Samples: Credit Agreement (Genesis Energy Lp)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify Borrower the Seller and the Lenders PurchasersGroup Agents of (i) any occurrence of a Benchmark Transition EventEvent , a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement Replacement, and (iii) the effectiveness of any Benchmark Replacement Conforming Changes Changes, (iv) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify Borrower the Seller of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause paragraphclause (ed) below and (yvy) 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 Purchasers (or group of LendersPurchasersGroup Agent (or Majority Group Agents) pursuant to this Section 4.035.06, 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 discretion and without consent from any other party to this Credit Agreement or any other Loan Transaction Document, except, in each case, as expressly required pursuant to this Section 4.035.06.
Appears in 1 contract
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders Co-Agents of (i) 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, (ii) theLenders of (i) the implementation of any Benchmark Replacement Replacement, and (iiiiiiii) the effectiveness of any Benchmark Replacement Conforming Changes in and (iv) the commencement or conclusion of any Benchmark Unavailability Periodin connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (y) the commencement of any Benchmark Unavailability PeriodSection 4.5(d). 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 4.034.5, 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 heretoto this Credit Agreement or any other Loan Transaction Document, except, in each case, as expressly required pursuant to this Section 4.034.5.
Appears in 1 contract
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) the implementation of any occurrence of a Benchmark Transition EventEvent or an Early Optin Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement and Replacement, (iii) the effectiveness of any Benchmark WORKAMER\37666573.v3 56 Replacement Conforming Changes in andin connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower of (xivx) the removal commencementremoval or reinstatement conclusionreinstatement of any tenor of a Benchmark pursuant Unavailability Period, provided that the failure to give such notice under this clause (eiii) below shall not affectpursuant to Section 3.03(e) and (y) 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 4.033.03(a), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence nonoccurrence 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 Credit Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 4.033.03(a).
Appears in 1 contract
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition EventEvent or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the thethe implementation of any Benchmark Replacement Replacement, and (iiiiiiii) the effectiveness of any AMERICAS/2023601513.12023601513.6 47 Cleco Power LLC Credit Agreement Benchmark Replacement Conforming Changes Changes, (iv) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (ed) below and (yvy) 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 4.03Section, 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 DocumentAgreement, except, in each case, as expressly required pursuant to this Section 4.03Section.
Appears in 1 contract
Samples: Credit Agreement (Cleco Power LLC)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) 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, (ii) the thethe implementation of any Benchmark Replacement Replacement, and (iiiiiiii) the effectiveness of any Benchmark Replacement Conforming Changes Changes, (iv) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (efe) below and (yvy) 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 4.032.16, 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 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 4.032.16.
Appears in 1 contract
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify Borrower the Borrower, the Lenders, the Servicer and the Lenders Equityholder (with a copy to the Collateral Agent) of (i) any occurrence of Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement and (iiiii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower of of, (xA) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below this Section 2.18 and (yB) 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 4.032.18, 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 Credit Agreement or any other Loan Facility Document, except, in each case, as expressly required pursuant to this Section 4.032.18.
Appears in 1 contract
Samples: Credit and Security Agreement (T Series Middle Market Loan Fund LLC)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition EventEvent (including by virtue of the unavailability of rates as described above) and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement and Replacement, (iii) the effectiveness of any Conforming Changes in connection with the useChanges, administration, adoption or implementation of a Benchmark Replacement. Administrative Agent will promptly notify Borrower of (xiv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (yv) 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 4.032.24, 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 Credit Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 4.032.24.
Appears in 1 contract
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Lead Borrower and the Lenders of (i) any occurrence of a Benchmark Transition EventEvent or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement and Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the useChanges, administration, adoption or implementation of a Benchmark Replacement. Administrative Agent will promptly notify Borrower of (xiv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (ed) below and (yv) 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 4.032.19, 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 4.032.19.
Appears in 1 contract
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement and (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (eSection 2.18(b)(iv) below and (y) the commencement 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 4.032.18(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 their) sole discretion and without consent from any other party to this Credit Agreement or any other Loan Credit Document, except, in each case, as expressly required pursuant to this Section 4.032.18(b).
Appears in 1 contract
Samples: 364 Day Bridge Credit and Guaranty Agreement (Entegris Inc)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of Benchmark Transition Event, (iiA) the implementation of any Benchmark Replacement Replacement, and (iiiB) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause paragraph (eiv) below and (y) the commencement 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 4.034.5.4 [Benchmark Replacement Setting], 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 4.034.5.4 [Benchmark Replacement Setting].
Appears in 1 contract
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition EventEvent or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement and Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the useChanges, administration, adoption or implementation of a Benchmark Replacement. Administrative Agent will promptly notify Borrower of (xiv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (eSection 3.5(d) below and (yv) 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 4.033.5, 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 Credit Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 4.03.3.5
Appears in 1 contract
Samples: Credit Agreement (Blackstone / GSO Floating Rate Enhanced Income Fund)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify Borrower the Company and the Lenders of (i) 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, (ii) the thethe implementation of any Benchmark Replacement Replacement, and (iiiiiiii) the effectiveness of any Benchmark Replacement Conforming Changes Changes, (iv) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (eSection 10.1(fe) below and (yvy) 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 4.0310.1, 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 4.0310.1.
Appears in 1 contract
Samples: Agreement (American Tower Corp /Ma/)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) 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, (ii) the thethe implementation of any Benchmark Replacement Replacement, and (iiiiiiii) the effectiveness of any Benchmark Replacement Conforming Changes Changes, (iv) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower and the Lenders of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause paragraph (e) below and (yv) the commencement or conclusion of any Benchmark Unavailability PeriodPeriodSection 4.2.(b)(iv). Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to clauses (b) through (f) of this Section 4.034.2., 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 Credit Agreement or any other Loan Document, except, in each case, as expressly required pursuant to clausesclause (b) through (f) of this Section 4.034.2 (including in the definitions of defined terms used in such clauses).
Appears in 1 contract
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) 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, (iiiiA) the implementation of any Benchmark Replacement Replacement, and (iiiiiiB) the effectiveness of any Benchmark Replacement Conforming Changes in and (iv) the commencement or conclusion of any Benchmark Unavailability Periodin connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (y) the commencement of any Benchmark Unavailability PeriodSection 2.14(c)(iv). 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 4.032.14(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 heretoto this Credit Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 4.032.14(c).
Appears in 1 contract
Samples: Credit Agreement (Cerence Inc.)
Notices; Standards for Decisions and Determinations. Administrative The Agent will promptly notify the Borrower and the Lenders Banks of (iA) any occurrence of a Benchmark Transition EventEvent or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (iiB) the implementation of any Benchmark Replacement and Replacement, (iiiC) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the useChanges, administration, adoption or implementation of a Benchmark Replacement. Administrative Agent will promptly notify Borrower of (xD) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (ev) below and (yE) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by Administrative the Agent or, if applicable, any Lender (or group of LendersBanks) pursuant to this Section 4.033.20(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 Credit Agreement or any other Loan Credit Document, except, in each case, as expressly required pursuant to this Section 4.033.20(b).
Appears in 1 contract
Samples: Credit Agreement (Tortoise Energy Infrastructure Corp)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders Banks of (iA) any occurrence of a Benchmark Transition EventEvent or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (iiB) the implementation of any Benchmark Replacement and Replacement, (iiiC) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the useChanges, administration, adoption or implementation of a Benchmark Replacement. Administrative Agent will promptly notify Borrower of (xD) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (ev) below and (yE) 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 4.033.4(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 Credit Agreement or any other Loan Credit Document, except, in each case, as expressly required pursuant to this Section 4.033.4(b).
Appears in 1 contract
Samples: Credit Agreement (CERNER Corp)
Notices; Standards for Decisions and Determinations. Administrative The Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Transition EventReplacement Date, (ii) the implementation of any Benchmark Replacement and Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the useChanges, administration, adoption or implementation of a Benchmark Replacement. Administrative Agent will promptly notify Borrower of (xiv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (yv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by Administrative the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.032.21, 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 Credit Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 4.032.21.
Appears in 1 contract
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly (and in any event within five (5) Business Days) notify Borrower the Borrowers and the Lenders of (i) any the occurrence of a Benchmark Transition EventEvent and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement and Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the useChanges, administration, adoption or implementation of a Benchmark Replacement. Administrative Agent will promptly notify Borrower of (xiv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (eSection 4.10(d) below and (yv) 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 4.034.10, 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 4.034.10.
Appears in 1 contract
Samples: Revolving Credit Agreement (Brightwood Capital Corp I)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders in writing of (i) any occurrence of a Benchmark Transition EventEvent after the Closing Date or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement and Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. Administrative Agent will promptly notify Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (yiv) 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 4.032.23, including including, without limitation, any determination with respect to a tenor, comparable replacement rate or adjustment adjustment, or implementation of any Benchmark Replacement Rate Conforming Changes, 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 Credit Agreement or any other Loan Documenthereto, except, in each case, as expressly required pursuant to this Section 4.032.23.
Appears in 1 contract
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of Benchmark Transition Event, (iix) the implementation of any Benchmark Replacement and (iiiy) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower of (xi) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below Section 2.15(b)(iv); and (yii) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent (at the direction of the Required Lenders) or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.032.15(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 Credit Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 4.032.15(b).
Appears in 1 contract
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (iA) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date, (iiB) the thethe implementation of any Benchmark Replacement Replacement, and (iiiCB) the effectiveness of any Benchmark LEGAL02/40926073v6 Replacement Conforming Changes Changes, (D) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (eSection 4.2(b)(iv) below and (yE) 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 4.034.2(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 Credit Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 4.034.2(b).
Appears in 1 contract
Samples: Credit Agreement (Elme Communities)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify Borrower the Borrower, the Lenders, the Servicer, the Equityholder and the Lenders Collateral Agent of (i) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related USActive 54953942.1755479929.4-71- Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement and Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the useand, administration, adoption or implementation of a Benchmark Replacement. Administrative Agent will promptly notify Borrower of (xiv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (ef) below and (yv) 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 4.032.18, 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 heretoto this Credit Agreement or any other Loan Facility Document, except, in each case, as expressly required pursuant to this Section 4.032.18.
Appears in 1 contract
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (iA) any occurrence of a Benchmark Transition EventEvent and its related Benchmark Replacement Date, (iiB) the implementation of any Benchmark Replacement and Replacement, (iiiC) the effectiveness of any Conforming Changes in connection with the useChanges, administration, adoption or implementation of a Benchmark Replacement. Administrative Agent will promptly notify Borrower of (xD) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (eSection 4(m) [Unavailability of Tenor of Benchmark] below and (yE) the commencement of any Benchmark Unavailability Period. Any determination, decision decision, or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.034(l), including any determination with respect to a tenor, rate rate, or adjustment or of the occurrence or non-occurrence of an event, circumstance 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 the Agreement or any other Loan Document, Document except, in each case, as expressly required pursuant to this Section 4.034(l).
Appears in 1 contract
Notices; Standards for Decisions and Determinations. The Revolver Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement and (iiiii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Revolver Administrative Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (eSection 2.16(d) below and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Revolver Administrative Agent or, if applicable, the Borrower or any Lender (or group of Lenders) pursuant to this Section 4.032.16, 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 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 Revolving Credit Document, except, in each case, as expressly required pursuant to this Section 4.032.16.
Appears in 1 contract
Samples: Credit Agreement (Altus Power, Inc.)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement and (iii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (eSection 3.07(d) below and (y) 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 4.033.07, 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 Credit Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 4.033.07.
Appears in 1 contract
Samples: Credit Agreement (Tri-State Generation & Transmission Association, Inc.)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify Borrower the Borrowers and the Lenders of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement and (iii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify Borrower the Borrowers of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (eSection 2.16(d) below and (yiv) 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 4.032.16, 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 selection, will be conclusive and binding absent manifest error and may be made in its or their sole and absolute 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 4.032.16.
Appears in 1 contract
Samples: Revolving Credit Agreement (BlackRock Direct Lending Corp.)
Notices; Standards for Decisions and Determinations. After the Closing Date, the Administrative Agent (at the direction of the BXC Representative) will promptly notify Borrower the Borrower, the BXC Representative, and the Lenders of (iA) any occurrence of a Benchmark Transition Event, a Term SOFRBenchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (iiB) the implementation of any Benchmark Replacement and Replacement, (iiiC) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. Administrative Agent will promptly notify Borrower of Replacement Conforming Changes, (xD) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (eSection 2.12(e)(iv) below and (yE) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent Agent, the BXC Representative or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.032.12(e), 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 reasonable 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 4.032.12(e).
Appears in 1 contract
Samples: Term Loan Credit Agreement (Cross Country Healthcare Inc)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify Borrower the Borrowers and the Lenders of (i) any occurrence of Benchmark Transition Event, (ii) the 82 #4875-3210-4001v1 implementation of any Benchmark Replacement and (iiiii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify Borrower the Borrowers of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (eSection 2.20(d) below and (y) the commencement 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 4.032.20, 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 4.032.20.
Appears in 1 contract
Samples: Term Loan Credit and Guaranty Agreement (Delta Air Lines, Inc.)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any the occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement and Replacement, (iii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark ReplacementReplacement and (iv) the commencement or conclusion of any Benchmark Unavailability Period. The Administrative Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (y) the commencement of any Benchmark Unavailability PeriodSection 1.07(d). Any 57 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 4.031.07, 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 Credit Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 4.031.07.
Appears in 1 contract
Samples: Credit Agreement (Altice USA, Inc.)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders Group Agents of (i) any occurrence of Benchmark Transition Event, (iiA) the implementation of any Benchmark Replacement Replacement, and (iiiB) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or Error! Unknown document property name. implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (eiv) below and (y) the commencement 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 4.034.06, 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 discretion and without consent from any other party to this Credit Agreement or any other Loan Document, Transaction Document except, in each case, as expressly required pursuant to this Section 4.034.06.
Appears in 1 contract
Samples: Receivables Financing Agreement (Integra Lifesciences Holdings Corp)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify Borrower the Borrower, the Lenders, the Servicer, the Collateral Agent and the Lenders Equityholder of (i) any occurrence of Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement and (iiiii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (eSection 2.18(f) below and (y) the commencement 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 4.032.18(e), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence nonoccurrence 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 Facility Document, except, in each case, as expressly required pursuant to this Section 4.03.Agreement. (f)
Appears in 1 contract
Samples: Credit and Security Agreement (T. Rowe Price OHA Select Private Credit Fund)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition EventEvent or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement and Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the useChanges, administration, adoption or implementation of a Benchmark Replacement. Administrative Agent will promptly notify Borrower of (xiv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (ed) below and (yv) 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 4.031.06, 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 37 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 4.031.06.
Appears in 1 contract
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify Borrower the Borrowers (or obtain the Borrowers’ consent if required by the terms of this Credit Agreement)Borrower and the Lenders of (i) the implementation of any occurrence of a Benchmark Transition EventEvent or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date,and (ii) the implementation of any Benchmark Replacement and Replacement, (iii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark ReplacementReplacement Conforming Changes, (iv). The Administrative Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (ed) below and (yv) the commencement or conclusion of any Benchmark Unavailability PeriodPeriodSection 4.8(d). 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 4.034.8, 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 Credit Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 4.034.8.
Appears in 1 contract
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of Benchmark Transition Event, (iiiA) the implementation of any Benchmark Replacement Replacement, and (iiiiiB) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause paragraph (eiv) below and (yiiiy) the commencement 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 4.035.06, 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 discretion and without consent from any other party hereto,to this Credit Agreement or any other Loan Document, Transaction Document except, in each case, as expressly required pursuant to this Section 4.035.06.
Appears in 1 contract
Samples: Receivables Financing Agreement (Compass Minerals International Inc)
Notices; Standards for Decisions and Determinations. Administrative The Paying Agent will promptly notify Borrower the Co-Administrative Agents, Timken and the Lenders in writing of (iw) 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, (iix) the implementation of any Benchmark Replacement and Replacement, (iiiy) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. Administrative Agent will promptly notify Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (yz) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by Administrative the Paying Agent or, if applicable, any Lender (or group of Lenders) Lenders pursuant to this Section 4.033.03(c), including including, without limitation, any determination with respect to a tenor, comparable replacement rate or adjustment adjustment, or implementation of any Benchmark Replacement Rate Conforming Changes, 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 Credit Agreement or any other Loan Documenthereto, except, in each case, as expressly required pursuant to this Section 4.033.03(c) and shall not be a basis of any claim of liability of any kind or nature by any party hereto, all such claims being hereby waived individually be each party hereto.
Appears in 1 contract
Samples: Credit Agreement (Timken Co)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (iA) 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, (iiB) the thethe implementation of any Benchmark Replacement Replacement, and (iiiCB) the effectiveness of any Benchmark Replacement Conforming Changes Changes, (D) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (eSection 4.2.(b)(iv) below and (yE) 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 4.034.2.(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 Credit Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 4.03.4.2.(b). (iv) (iv)
Appears in 1 contract
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement and (iiiii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (eSection 2.24(d) below and (y) the commencement of any Benchmark Unavailability Period. Any notice required to be delivered by the Administrative Agent as set forth in this Section 2.24 may be provided, at the option of the Administrative 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. 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 4.032.24, 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 Credit Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 4.032.24.
Appears in 1 contract
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify Borrower the Borrowers and the Lenders of (i) any occurrence of Benchmark Transition Event, (iiA) the implementation of any Benchmark Replacement Replacement, and (iiiB) the effectiveness of any Conforming Changes in connection with the use, administration, adoption adoption, or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify Borrower the Borrowers of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause paragraph (eiv) below and (y) the commencement 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 4.034.4(d) titled “Benchmark Replacement Setting”, 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 4.034.4(d) titled “Benchmark Replacement Setting”.
Appears in 1 contract
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify Borrower the Parent Borrowers and the Lenders of (i) 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, (ii) the implementation of any Benchmark Replacement Replacement, and (iii) the effectiveness of any Benchmark Replacement Conforming Changes Changes, (iv) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Parent Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (eSection 2.26(d) below and (yvy) 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 4.03titled “Benchmark Replacement,”2.26, 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 4.03titled “Benchmark Replacement.”2.26. (d)
Appears in 1 contract
