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

Notices; Standards for Decisions and Determinations. The Designated Party will promptly notify each other party hereto (and each other “Liquidity Provider” under each other Liquidity Facility) of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party pursuant to this 2.11, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein).

Appears in 5 contracts

Samples: Revolving Credit Agreement (United Airlines, Inc.), Revolving Credit Agreement (United Airlines, Inc.), Revolving Credit Agreement (United Airlines, Inc.)

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Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrower and each other “Liquidity Provider” under each other Liquidity Facility) 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, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (de) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section 2.20, 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 Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein)2.20.

Appears in 5 contracts

Samples: Secured Revolving Credit Agreement (Bain Capital Specialty Finance, Inc.), Revolving Credit Agreement (Crescent Capital BDC, Inc.), Secured Revolving Credit Agreement (Owl Rock Core Income Corp.)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrower and each other “Liquidity Provider” under each other Liquidity Facility) 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, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or Lenders pursuant to this 2.11, Section 2.14 including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selectionaction, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement hereto, except, in each case, as expressly required pursuant to this Section 2.11 (Agreement and the definitions used herein)subject to applicable consultation rights set forth in this Agreement.

Appears in 5 contracts

Samples: Credit Agreement (REV Renewables, Inc.), Credit Agreement (REV Renewables, Inc.), Credit Agreement (REV Renewables, Inc.)

Notices; Standards for Decisions and Determinations. The Designated Party Agent will promptly notify each other party hereto (the Borrower and each other “Liquidity Provider” under each other Liquidity Facility) the Lenders of (iA) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (iiB) the implementation of any Benchmark Replacement, (iiiC) the effectiveness of any Benchmark Replacement Conforming Changes, (ivD) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (div) below and (vE) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11, Section 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 Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein)titled “Benchmark Replacement Setting”.

Appears in 5 contracts

Samples: Term Loan Credit Agreement (Team Inc), Term Loan Credit Agreement (Team Inc), Term Loan Credit Agreement (Team Inc)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrower and each other “Liquidity Provider” under each other Liquidity Facility) the Lenders of (i) any occurrence of (A) a Benchmark Transition Event or or, as the case may be, an Early Opt-in Election, as applicable, Election and its related (B) the Benchmark Replacement DateDate with respect thereto, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section, 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 Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein)2.21.

Appears in 4 contracts

Samples: Term Loan Agreement (Uber Technologies, Inc), Term Loan Agreement (Uber Technologies, Inc), Revolving Credit Agreement (Uber Technologies, Inc)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrower and each other “Liquidity Provider” under each other Liquidity Facility) the Lenders of (iA) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (iiB) the implementation of any Benchmark Replacement, (iiiC) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement Conforming ChangesReplacement, (ivD) the removal or reinstatement of any tenor of a Benchmark pursuant to clause paragraph (d) below and (vE) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein)Section.

Appears in 4 contracts

Samples: Credit Agreement (Phillips Edison & Company, Inc.), Credit Agreement (Phillips Edison & Company, Inc.), Credit Agreement (Phillips Edison & Company, Inc.)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrower and each other “Liquidity Provider” under each other Liquidity Facility) the Lenders of (i) any occurrence of a Benchmark Transition Event or 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, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (dSection 3.03(e) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section 3.03, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein)3.03.

Appears in 4 contracts

Samples: Credit Agreement (Telephone & Data Systems Inc /De/), Credit Agreement (Telephone & Data Systems Inc /De/), Credit Agreement (United States Cellular Corp)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (Borrower and each other “Liquidity Provider” under each other Liquidity Facility) the Lenders of (iA) any occurrence of a Benchmark Transition Event Event, a Term SOFR Transition Event, or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (iiB) the implementation of any Benchmark Replacement, (iiiC) the effectiveness of any Benchmark Replacement Conforming Changes, (ivD) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (div) below and (vE) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11, Section 2.17(b) including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein2.17(b).

Appears in 4 contracts

Samples: Credit Agreement (Enfusion, Inc.), Credit Agreement (Enfusion, Inc.), Credit Agreement (Kaltura Inc)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrower and each other “Liquidity Provider” under each other Liquidity Facility) 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 implementation of any Benchmark Replacement, (iiiC) the effectiveness of any Benchmark Replacement Conforming Changes, (ivD) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (dSection 5.8(c)(iv) below and (vE) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section 5.8(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 Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein5.8(c).

Appears in 4 contracts

Samples: First Amendment and Lender Joinder Agreement (SYNAPTICS Inc), Credit Agreement (Switch, Inc.), Credit Agreement (Cirrus Logic, Inc.)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrower and each other “Liquidity Provider” under each other Liquidity Facility) the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (de) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11, Section 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 Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein)titled “Benchmark Replacement Setting.

Appears in 4 contracts

Samples: Credit Agreement (Micron Technology Inc), Term Loan Credit Agreement (Micron Technology Inc), Credit Agreement (Micron Technology Inc)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrower and each other “Liquidity Provider” under each other Liquidity Facility) the Lenders of (i1) any occurrence of a Benchmark Transition Event or 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, (ii2) the implementation of any Benchmark Replacement, (iii3) the effectiveness of any Benchmark Replacement Conforming Changes, (iv4) the removal or reinstatement of any tenor of a Benchmark pursuant to clause paragraph (dv) below and (v5) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11, Section 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 Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein)titled “Benchmark Replacement Setting.

Appears in 4 contracts

Samples: Credit Agreement (Stewart Information Services Corp), Credit Agreement (New Jersey Resources Corp), Credit Agreement (New Jersey Resources Corp)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrower and each other “Liquidity Provider” under each other Liquidity Facility) the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement Agreement, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein)Section.

Appears in 4 contracts

Samples: Credit Agreement (Cleco Power LLC), Credit Agreement (Cleco Corporate Holdings LLC), Term Loan Agreement (Cleco Power LLC)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrower and each other “Liquidity Provider” under each other Liquidity Facility) the Lenders of (i1) any occurrence of a Benchmark Transition Event or 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, (ii2) the implementation of any Benchmark Replacement, (iii3) the effectiveness of any Benchmark Replacement Conforming Changes, (iv4) the removal or reinstatement of any tenor of a Benchmark pursuant to clause paragraph (dv) below and (v5) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section 4.4(d), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein4.4(d).

Appears in 3 contracts

Samples: Credit Agreement (Cadre Holdings, Inc.), Credit Agreement (Cadre Holdings, Inc.), Credit Agreement (Cadre Holdings, Inc.)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrower and each other “Liquidity Provider” under each other Liquidity Facility) the Lenders of (i) any occurrence implementation 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, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, and (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (v) the commencement or conclusion of any Benchmark Unavailability Periodbelow. Any determination, decision or election that may be made by the Designated Party Administrative Agent, the Borrower or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section 2.14, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein)2.14.

Appears in 3 contracts

Samples: First Lien Credit Agreement (Hayward Holdings, Inc.), First Lien Credit Agreement (Hayward Holdings, Inc.), First Lien Credit Agreement (Hayward Holdings, Inc.)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrower and each other “Liquidity Provider” under each other Liquidity Facility) the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11, Section 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 Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein)titled “Benchmark Replacement Setting.

Appears in 3 contracts

Samples: Credit Agreement (Caseys General Stores Inc), Credit Agreement (Caseys General Stores Inc), Credit Agreement (American Finance Trust, Inc)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrower and each other “Liquidity Provider” under each other Liquidity Facility) the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii1) the implementation of any Benchmark Replacement, (iii2) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of Term SOFR or a Benchmark Replacement Conforming ChangesReplacement, and (iv3) the commencement or conclusion of any Benchmark Unavailability Period. The Administrative Agent will notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (dSection 2.10(g)(iv) below and (vy) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section 2.10(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 Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein2.10(g).

Appears in 3 contracts

Samples: Loan Credit Agreement (Express, Inc.), Asset Based Term Loan Agreement (Express, Inc.), Security Agreement (Express, Inc.)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Seller and each other “Liquidity Provider” under each other Liquidity Facility) the Group Agents of (i) any occurrence of a Benchmark Transition Event or 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, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause paragraph (de) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Group Agent (or Majority Group Agents) pursuant to this 2.11, Section 4.07 including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Transaction Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein)4.07.

Appears in 3 contracts

Samples: Receivables Purchase Agreement (NCR Corp), Receivables Purchase Agreement (NCR Corp), Receivables Purchase Agreement (NCR Corp)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrower and each other “Liquidity Provider” under each other Liquidity Facility) the Lenders of (i) any the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement DateEvent, (ii) the implementation of any Benchmark Replacement, Replacement and (iii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement Conforming Changes, Replacement. The Administrative Agent will promptly notify the Borrower of (ivx) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (dclause(d) below and (vy) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section 2.20, 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 Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein)2.20.

Appears in 3 contracts

Samples: Revolving Credit Agreement (Bain Capital Private Credit), Credit Agreement (Barings Private Credit Corp), Assignment and Assumption (Barings Private Credit Corp)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrower, the Collateral Manager, the Collateral Custodian and each other “Liquidity Provider” under each other Liquidity Facility) 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 implementation of any Benchmark Replacement, (iiiC) the effectiveness of any Benchmark Replacement Conforming Changes, (ivD) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (dSection 12.1(a)(4) below and (vE) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or Lenders pursuant to this 2.11Section 12.1, 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 Agreement or any other Transaction Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein)12.1.

Appears in 3 contracts

Samples: Loan and Security Agreement (New Mountain Guardian III BDC, L.L.C.), Loan and Security Agreement (New Mountain Guardian III BDC, L.L.C.), Loan and Security Agreement (NMF SLF I, Inc.)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrower and each other “Liquidity Provider” under each other Liquidity Facility) the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section 2.17, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein)2.17.

Appears in 3 contracts

Samples: Credit Agreement (Nerdwallet, Inc.), Credit Agreement (Nerdwallet, Inc.), Credit Agreement (CrowdStrike Holdings, Inc.)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrower and each other “Liquidity Provider” under each other Liquidity Facility) the Lenders of (iA) any occurrence of a Benchmark Transition Event or 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 implementation of any Benchmark Replacement, (iiiC) the effectiveness of any Benchmark Replacement Conforming Changes, (ivD) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (dSection 4.2.(b)(iv) below and (vE) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section 4.2.(b), including including, without limitation, 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 discretion, as applicable, and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein4.2.(b).

Appears in 3 contracts

Samples: Credit Agreement (Diversified Healthcare Trust), Signature (Diversified Healthcare Trust), Credit Agreement (Diversified Healthcare Trust)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrower, the Lenders, the Servicer, the Collateral Agent and each other “Liquidity Provider” under each other Liquidity Facility) the Equityholder 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 implementation of any Benchmark Replacement, (iiiC) the effectiveness of any Benchmark Replacement Conforming Changes, (ivD) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (dv) below and (vE) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section 2.18, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Facility Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein)2.18.

Appears in 3 contracts

Samples: Credit and Security Agreement (Blackstone Secured Lending Fund), Credit and Security Agreement (Blackstone Secured Lending Fund), Credit and Security Agreement (Blackstone Private Credit Fund)

Notices; Standards for Decisions and Determinations. The Designated Party Agent will promptly notify each other party hereto (the Borrower and each other “Liquidity Provider” under each other Liquidity Facility) 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 implementation of any Benchmark Replacement, (iiiC) the effectiveness of any Benchmark Replacement Conforming Changes, (ivD) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (dSection 3.8(c)(iv) below and (vE) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section 3.8, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein)3.8.

Appears in 3 contracts

Samples: Term Loan Agreement (Oklahoma Gas & Electric Co), Credit Agreement (Oge Energy Corp.), Credit Agreement (Oge Energy Corp.)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrower and each other “Liquidity Provider” under each other Liquidity Facility) the Lenders of (iA) any occurrence of a Benchmark Transition Event Event, a Term SOFR Transition Event, or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (iiB) the implementation of any Benchmark Replacement, (iiiC) the effectiveness of any Benchmark Replacement Conforming Changes, (ivD) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (div) below below, and (vE) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11, Section 2.17(b) including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein2.17(b).

Appears in 3 contracts

Samples: Guarantee and Collateral Agreement (Accuray Inc), Credit Agreement (Organogenesis Holdings Inc.), Credit Agreement (Axcelis Technologies Inc)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrower and each other “Liquidity Provider” under each other Liquidity Facility) the Lenders of (iA) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (iiB) the implementation of any Benchmark Replacement, (iiiC) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement Conforming ChangesReplacement, (ivD) the removal or reinstatement of any tenor of a Benchmark pursuant to clause paragraph (d) below and (vE) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document except, in each case, as expressly required pursuant to this Section 2.11 Section. (and the definitions used hereind).

Appears in 3 contracts

Samples: Credit Agreement (Phillips Edison & Company, Inc.), Credit Agreement (Phillips Edison & Company, Inc.), Credit Agreement (Phillips Edison & Company, Inc.)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrower and each other “Liquidity Provider” under each other Liquidity Facility) the Lenders of (iA) any occurrence of a Benchmark Transition Event or 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 implementation of any Benchmark Replacement, (iiiC) the effectiveness of any Benchmark Replacement Conforming Changes, (ivD) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (dSection 2.14(b)(iv) below and (vE) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section 2.14(b), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 2.14(b). (and the definitions used hereiniv).

Appears in 3 contracts

Samples: Revolving Credit Agreement (Louisville Gas & Electric Co /Ky/), Revolving Credit Agreement (Louisville Gas & Electric Co /Ky/), Revolving Credit Agreement (Louisville Gas & Electric Co /Ky/)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrower and each other “Liquidity Provider” under each other Liquidity Facility) the Lenders of (iA) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (iiB) the implementation of any Benchmark Replacement, (iiiC) the effectiveness of any Benchmark Replacement Conforming Changes, (ivD) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (dSection 2.14(c)(iv) below and (vE) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section 2.14(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 reasonable discretion and without consent from any other party to this Agreement Agreement, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein2.14(c).

Appears in 3 contracts

Samples: Commitment Increase Agreement (Williams Randa Duncan), Assignment and Assumption (Enterprise Products Partners L.P.), Assignment and Assumption (Enterprise Products Partners L.P.)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrower Representative and each other “Liquidity Provider” under each other Liquidity Facility) the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (de) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section 3.3, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein)3.3.

Appears in 2 contracts

Samples: Credit Agreement (FlexEnergy Green Solutions, Inc.), Credit Agreement (Natural Gas Services Group Inc)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrower and each other “Liquidity Provider” under each other Liquidity Facility) 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 implementation of any Benchmark Replacement, (iiiC) the effectiveness of any Benchmark Replacement Conforming Changes, (ivD) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (dSection 10.6(b)(iv) below and (vE) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section 10.6(b), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein10.6(b).

Appears in 2 contracts

Samples: Credit Agreement (Gray Television Inc), Credit Agreement and Incremental (Gray Television Inc)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrower and each other “Liquidity Provider” under each other Liquidity Facility) the Lenders of (i) any occurrence of a Benchmark Transition Event 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, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, Changes and (iv) the removal commencement or reinstatement conclusion of any tenor of a Benchmark pursuant Unavailability Period, provided that the failure to give such notice under this clause (div) below and (v) shall not affect the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or Lenders, in each case in consultation with the Borrower, pursuant to this 2.11Section 2.17(b), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selectionaction, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement hereto, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein2.17(b).

Appears in 2 contracts

Samples: Credit Agreement (Ribbon Communications Inc.), Credit Agreement (Ribbon Communications Inc.)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrower and each other “Liquidity Provider” under each other Liquidity Facility) 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, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (de) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section 2.13, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein)2.13.

Appears in 2 contracts

Samples: Secured Revolving Credit Agreement (Goldman Sachs BDC, Inc.), Senior Secured Revolving Credit Agreement (Morgan Stanley Direct Lending Fund)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrower and each other “Liquidity Provider” under each other Liquidity Facility) the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (dSection 2.14(c)(iv) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section 2.14(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 selectionaction, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein2.14(c).

Appears in 2 contracts

Samples: Credit Agreement (eHealth, Inc.), Credit Agreement (eHealth, Inc.)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Company and each other “Liquidity Provider” under each other Liquidity Facility) the Lenders of (iA) any occurrence of a Benchmark Transition Event or 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 implementation of any Benchmark Replacement, (iiiC) the effectiveness of any Benchmark Replacement Conforming Changes, (ivD) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (dSection 2.14(c)(iv) below and (vE) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section 2.14(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 Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein2.14(c).

Appears in 2 contracts

Samples: Credit Agreement (Shyft Group, Inc.), Credit Agreement (Shyft Group, Inc.)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrower and each other “Liquidity Provider” under each other Liquidity Facility) 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 implementation of any Benchmark Replacement, (iiiC) the effectiveness of any Benchmark Replacement Conforming Changes, (ivD) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (dSection 3.8(c)(iv) below and (vE) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section 3.8(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 Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein3.8(c).

Appears in 2 contracts

Samples: Term Loan Agreement (Hormel Foods Corp /De/), Credit Agreement (Hormel Foods Corp /De/)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrower and each other “Liquidity Provider” under each other Liquidity Facility) the Lenders in writing of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section 2.18, including including, without limitation, any determination with respect to a tenor, rate or adjustment adjustment, or implementation of any Benchmark Replacement 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 selection, will be conclusive and binding on all parties hereto absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Facility Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein)2.18.

Appears in 2 contracts

Samples: Credit and Security Agreement (Monroe Capital Income Plus Corp), Monroe Capital Income Plus Corp

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrower and each other “Liquidity Provider” under each other Liquidity Facility) the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section 2.14, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein)2.14.

Appears in 2 contracts

Samples: Credit Agreement (American Public Education Inc), Credit Agreement (E2open Parent Holdings, Inc.)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrower and each other “Liquidity Provider” under each other Liquidity Facility) 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, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (dg) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11, Section 2.10 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 Agreement or any other Credit Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein)2.10.

Appears in 2 contracts

Samples: Credit Agreement (Vistra Corp.), Credit Agreement (Vistra Corp.)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrower and each other “Liquidity Provider” under each other Liquidity Facility) the Lenders of (iA) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (iiB) the implementation of any Benchmark Replacement, (iiiC) the effectiveness of any Benchmark Replacement Conforming Changes, (ivD) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (div) below and (vE) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section 2.14(b), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein2.14(b).

Appears in 2 contracts

Samples: Credit Agreement (Northwest Natural Holding Co), Credit Agreement (Northwest Natural Holding Co)

Notices; Standards for Decisions and Determinations. The Designated Party Agent will promptly notify each other party hereto (Administrative Borrower and each other “Liquidity Provider” under each other Liquidity Facility) the Lenders of the written notice by the Required Lenders of (i1) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii2) the implementation of any Benchmark Replacement, and (iii32) the effectiveness of any Benchmark Replacement Conforming Changes, and (iv4) the commencement or conclusion of any Benchmark Unavailability Period. Agent will promptly notify Borrower of the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (v) the commencement or conclusion of any Benchmark Unavailability PeriodSection 2.8(d)(iii)(D). Any determination, decision or election that may be made by the Designated Party Required Lenders pursuant to this 2.11, Section 2.8(d)(iii) including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to heretoto this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein2.8(d)(iii).

Appears in 2 contracts

Samples: Credit Agreement (Liberty Energy Inc.), Credit Agreement (Liberty Energy Inc.)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrower and each other “Liquidity Provider” under each other Liquidity Facility) 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 implementation of any Benchmark Replacement, (iiiC) the effectiveness of any Benchmark Replacement Conforming Changes, (ivD) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (dSection 3.03(b)(iv) below and (vE) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section 3.03(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 Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein3.03(b).

Appears in 2 contracts

Samples: Credit Agreement (Earthstone Energy Inc), Credit Agreement (STAG Industrial, Inc.)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrower and each other “Liquidity Provider” under each other Liquidity Facility) the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section 2.19, 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 Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein)2.19.

Appears in 2 contracts

Samples: Credit Agreement (Summit Hotel Properties, Inc.), Credit Agreement (Summit Hotel Properties, Inc.)

Notices; Standards for Decisions and Determinations. The Designated Party Lender will promptly notify each other party hereto (and each other “Liquidity Provider” under each other Liquidity Facility) Borrower of (iA) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its ‎its related Benchmark Replacement Date and Benchmark Transition Start Date, (iiB) the implementation of ‎of any Benchmark Replacement, (iiiC) the effectiveness of any Benchmark Replacement Conforming Changes‎Changes, (ivD) the commencement or conclusion of any Benchmark Unavailability Period and (E) ‎the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (v) the commencement or conclusion of any Benchmark Unavailability Periodbelow. Any determination‎determination, decision or election that may be made by the Designated Party Lender pursuant to this 2.11Section 2.11(c), including ‎including any determination with respect to a tenor, rate or adjustment or implementation of any ‎Benchmark Replacement, the timing of implementation of any Benchmark Replacement, or of the occurrence ‎occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from ‎from taking any action or any selectionaction, will be conclusive and binding absent manifest error and may be made in its or their ‎its sole discretion and without consent from any other party to this Agreement Note or any other Loan ‎Document, except, in each case, as expressly required pursuant to this Section 2.11 (2.11(c) and the definitions used herein).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 by each party hereto‎.

Appears in 2 contracts

Samples: Credit Agreement (Strategic Student & Senior Housing Trust, Inc.), Credit Agreement (Strategic Student & Senior Housing Trust, Inc.)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrower and each other “Liquidity Provider” under each other Liquidity Facility) 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 implementation of any Benchmark Replacement, (iiiC) the effectiveness of any Benchmark Replacement Conforming Changes, (ivD) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (dSection 8.21(d) below and (vE) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section 8.21, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein)8.21.

Appears in 2 contracts

Samples: Credit Agreement (Ohio Power Co), Credit Agreement (Ohio Power Co)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrower and each other “Liquidity Provider” under each other Liquidity Facility) the applicable Lenders of (iw) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, applicable and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iiix) the effectiveness of any Benchmark Replacement Conforming Changes, (ivy) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (div) below and (vz) the commencement or conclusion 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 2.17(a) 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 Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section 2.17(a), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein2.17(a).

Appears in 2 contracts

Samples: Collateral Agreement (Revlon Consumer Products Corp), Existing Credit Agreement (Revlon Consumer Products Corp)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrower and each other “Liquidity Provider” under each other Liquidity Facility) 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, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (dSection 4.06(d) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or the Majority Group Agents pursuant to this 2.11Section 4.06, 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 Agreement or any other Transaction Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein)4.06.

Appears in 2 contracts

Samples: Receivables Financing Agreement (Integra Lifesciences Holdings Corp), Receivables Financing Agreement (OLIN Corp)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrower and each other “Liquidity Provider” under each other Liquidity Facility) the Lenders of (iA) any occurrence of a Benchmark Transition Event or 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 implementation of any Benchmark Replacement, (iiiC) the effectiveness of any Benchmark Replacement Conforming Changes, (ivD) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (dSection 4.8(c)(iv) below and (vE) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section 4.8(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 reasonable discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein4.8(c).

Appears in 2 contracts

Samples: Credit Agreement (Coca-Cola Consolidated, Inc.), Term Loan Agreement (Coca-Cola Consolidated, Inc.)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrower and each other “Liquidity Provider” under each other Liquidity Facility) the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section 2.14(b), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein2.14(b).

Appears in 2 contracts

Samples: Credit Agreement (E2open Parent Holdings, Inc.), Credit Agreement (E2open Parent Holdings, Inc.)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrower and each other “Liquidity Provider” under each other Liquidity Facility) the Lenders of (iA) any occurrence of a Benchmark Transition Event or 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 implementation of any Benchmark Replacement, (iiiC) the effectiveness of any Benchmark Replacement Conforming Changes, (ivD) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (dSection 4.8(c)(iv) below and (vE) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section 4.8(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 Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein4.8(c).

Appears in 2 contracts

Samples: Term Loan Agreement (First Industrial Lp), Revolving Credit Agreement (First Industrial Lp)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Lead Borrower and each other “Liquidity Provider” under each other Liquidity Facility) the Lenders of (ia) any occurrence implementation 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 implementation of any Benchmark Replacement, (iiic) the effectiveness of any Benchmark Replacement Conforming Changes, and (ivd) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (da)(iv) below and (v) the commencement or conclusion of any Benchmark Unavailability Periodbelow. Any determination, decision or election that may be made by the Designated Party Administrative Agent, the Lead Borrower or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section 2.14, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein)2.14.

Appears in 2 contracts

Samples: Credit Agreement (Hayward Holdings, Inc.), Credit Agreement (Hayward Holdings, Inc.)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Parent Borrower and each other “Liquidity Provider” under each other Liquidity Facility) 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, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause paragraph (de) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section 3.08, 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 Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein)3.08.

Appears in 2 contracts

Samples: Credit Agreement (Montrose Environmental Group, Inc.), Credit Agreement (Montrose Environmental Group, Inc.)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrower and each other “Liquidity Provider” under each other Liquidity Facility) Lender of (i) any occurrence of a Benchmark Transition Event or 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, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (dSection 4.06(e) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable the Lender pursuant to this 2.11Section 4.06, 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 Agreement or any other Transaction Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein)4.06.

Appears in 2 contracts

Samples: Receivables Financing Agreement (Waystar Holding Corp.), Receivables Financing Agreement (Waystar Holding Corp.)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrower and each other “Liquidity Provider” under each other Liquidity Facility) 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 implementation of any Benchmark Replacement, (iiiC) the effectiveness of any Benchmark Replacement Conforming Changes, (ivD) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (dSection 3.03(c)(iv) below and (vE) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section 3.03(c), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein3.03(c).

Appears in 2 contracts

Samples: Credit Agreement (Oasis Petroleum Inc.), Credit Agreement (Oasis Petroleum Inc.)

Notices; Standards for Decisions and Determinations. The Designated Party Agent will promptly notify each other party hereto (the Borrower and each other “Liquidity Provider” under each other Liquidity Facility) the Banks of (iA) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (iiB) the implementation of any Benchmark Replacement, (iiiC) the effectiveness of any Benchmark Replacement Conforming Changes, (ivD) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (dv) below and (vE) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Agent or, if applicable, any Bank (or group of Banks) pursuant to this 2.11Section 5.2(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 Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein5.2(b).

Appears in 2 contracts

Samples: Credit Agreement (Otter Tail Corp), Credit Agreement (Otter Tail Corp)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (Lead Borrower and each other “Liquidity Provider” under each other Liquidity Facility) 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, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (dSection 3.09(d) below below, and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section 3.09, 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 Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein)3.09.

Appears in 2 contracts

Samples: Credit Agreement (Performance Food Group Co), Credit Agreement (Performance Food Group Co)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrower Representative and each other “Liquidity Provider” under each other Liquidity Facility) 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 implementation of any Benchmark Replacement, (iiiC) the effectiveness of any Benchmark Replacement Conforming Changes, (ivD) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (dSection 2.18(c)(iv) below and (vE) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section 2.18(c), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein2.18(c).

Appears in 2 contracts

Samples: Credit Agreement (CorEnergy Infrastructure Trust, Inc.), Credit Agreement (CorEnergy Infrastructure Trust, Inc.)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrower and each other “Liquidity Provider” under each other Liquidity Facility) the Lenders of (i) any occurrence of a Benchmark Transition Event or 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, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause paragraph (d) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section 4.6, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein)4.6.

Appears in 2 contracts

Samples: Credit Agreement (CNX Resources Corp), Credit Agreement (CNX Resources Corp)

Notices; Standards for Decisions and Determinations. The Designated Party Agent will promptly notify each other party hereto (and each other “Liquidity Provider” under each other Liquidity the Borrower and, in the case of the Syndicated Facility) , the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (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 Conforming ChangesReplacement. The Agent, in the case of the Syndicated Facility, or the Operating Lender, in the case of the Operating Facility, will promptly notify the Borrower of (ivy) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (dSection 12.1(4) below and (vz) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section 12.1, 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 Agreement or any other Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein)12.1.

Appears in 1 contract

Samples: Credit Agreement (Obsidian Energy Ltd.)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrowers and each other “Liquidity Provider” under each other Liquidity Facility) 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, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause paragraph (d) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section 2.22, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein)2.22.

Appears in 1 contract

Samples: Credit Agreement (Firstenergy Corp)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrower and each other “Liquidity Provider” under each other Liquidity Facility) the Lenders of (i) any occurrence of a Benchmark 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 (iiiii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement Conforming Changes, Replacement. The Administrative Agent will notify the Borrower of (ivx) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 5.03(d) (dBenchmark Replacement Settings) below and (vy) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Floating Rate Lender (or group of Floating Rate Lenders) pursuant to this 2.11Section 5.03 (Benchmark Replacement Settings), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 5.03 (and the definitions used hereinBenchmark Replacement Settings).

Appears in 1 contract

Samples: Loan Agreement (Aenza S.A.A.)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrower and each other “Liquidity Provider” under each other Liquidity Facility) 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, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause paragraph (d) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section 10.20, 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 Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein)10.20.

Appears in 1 contract

Samples: Credit Agreement (Avista Corp)

Notices; Standards for Decisions and Determinations. The Designated Party Bank will promptly notify each other party hereto (and each other “Liquidity Provider” under each other Liquidity Facility) Borrower of (iA) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (iiB) the implementation of any Benchmark Replacement, (iiiC) the effectiveness of any Benchmark Replacement Conforming Changes, (ivD) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (div) below and (vE) the commencement or conclusion of any Benchmark Unavailability Period, provided that the failure to give such notice under this clause (E) shall not affect the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Bank pursuant to this 2.11, Section 4.10(b) including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement Borrower, except, in each case, as expressly required pursuant to this Section 2.11 4.10(b). (and the definitions used hereiniv).

Appears in 1 contract

Samples: Credit Agreement (Moog Inc.)

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Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Company and each other “Liquidity Provider” under each other Liquidity Facility) the Lenders of (i) any the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement DateEvent, (ii) the implementation of any Benchmark ReplacementReplacement and its related Benchmark Replacement Date, (iii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement Conforming Changes, and (iv) the commencement or conclusion of any Benchmark Unavailability Period. The Administrative Agent will promptly notify the Company of the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (v) the commencement or conclusion of any Benchmark Unavailability PeriodSection 1.12(d). Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section 1.12, 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 45 any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein)1.12.

Appears in 1 contract

Samples: Credit Agreement (Liberty Latin America Ltd.)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrowers and each other “Liquidity Provider” under each other Liquidity Facility) the Lenders of (i) any occurrence of a Benchmark Transition Event or 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, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) Section 3.4.4.5 below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11, Section 3.4.4 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 Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein)3.4.4.

Appears in 1 contract

Samples: Fourth Restatement Agreement (Glatfelter Corp)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrower and each other “Liquidity Provider” under each other Liquidity Facility) 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, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section 2.24, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein)2.24.

Appears in 1 contract

Samples: Credit Agreement (HollyFrontier Corp)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrower and each other “Liquidity Provider” under each other Liquidity Facility) 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 implementation of any Benchmark Replacement, (iiiC) the effectiveness of any Benchmark Replacement Conforming Changes, (ivD) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (dSection 4.2(b)(iv) below and (vE) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section 4.2(b), including including, without limitation, 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 discretion, as applicable, and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein4.2(b).

Appears in 1 contract

Samples: Credit Agreement (American Homes 4 Rent, L.P.)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrower and each other “Liquidity Provider” under each other Liquidity Facility) 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 implementation of any Benchmark Replacement, (iiiC) the effectiveness of any Benchmark Replacement Conforming Changes, (ivD) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (dSection 2.14(d) below and (vE) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent, or if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section 2.14, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein)2.14.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Horizon Global Corp)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrower and each other “Liquidity Provider” under each other Liquidity Facility) 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 implementation of any Benchmark Replacement, (iiiC) the effectiveness of any Benchmark Replacement Conforming Changes, (ivD) the removal or reinstatement of any tenor of a Benchmark pursuant to clause paragraph (div) below and (vE) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11, Subsection 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 Agreement or any other Loan Documents, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein)titled “Benchmark Replacement Setting.

Appears in 1 contract

Samples: Credit and Funding Agreement (OLIN Corp)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrower and each other “Liquidity Provider” under each other Liquidity Facility) the Lenders of (iA) any occurrence of a Benchmark Transition Event Event, a Term SOFR Transition Event, or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (iiB) the implementation of any Benchmark Replacement, (iiiC) the effectiveness of any Benchmark Replacement Conforming Changes, (ivD) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (dSection 3.03(c)(iv) below and (vE) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section 3.03(c), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein3.03(c).

Appears in 1 contract

Samples: Credit Agreement (Viper Energy Partners LP)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrower and each other “Liquidity Provider” under each other Liquidity Facility) 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, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause paragraph (d) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section 5.06, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Transaction Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein)5.06.

Appears in 1 contract

Samples: Receivables Financing Agreement (Owens & Minor Inc/Va/)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrowers and each other “Liquidity Provider” under each other Liquidity Facility) 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, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (de) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section 3.03, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein)3.03.

Appears in 1 contract

Samples: Revolving Credit Agreement (Vista Outdoor Inc.)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrower and each other “Liquidity Provider” under each other Liquidity Facility) 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 implementation of any Benchmark Replacement, (iiiC) the effectiveness of any Benchmark Replacement Conforming Changes, (ivD) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (dSection 4.2.(b)(iv) below and (vE) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section 4.2.(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 Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein4.2.(b).

Appears in 1 contract

Samples: Credit Agreement (Regency Centers Lp)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrower and each other “Liquidity Provider” under each other Liquidity Facility) the Lenders of (iA) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (iiB) the implementation of any Benchmark Replacement, and (iiiCB) the effectiveness of any Benchmark Replacement Conforming Changes, (ivD) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (dv) below and (vE) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section 2.11(b), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein2.11(b).

Appears in 1 contract

Samples: Credit Agreement (Nelnet Inc)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Seller and each other “Liquidity Provider” under each other Liquidity Facility) the Purchasers 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, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause paragraph (d) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election 748740795 18564151 that may be made by the Designated Party Administrative Agent or, if applicable, any Purchasers (or group of Purchasers) pursuant to this 2.11Section 5.06, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Transaction Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein)5.06.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Ashland Inc.)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrower and each other “Liquidity Provider” under each other Liquidity Facility) the Lenders of (iA) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (iiB) the implementation of any Benchmark Replacement, and (iiiCB) the effectiveness of any Benchmark Replacement Conforming Changes, (ivD) in connection with the use, administration, adoption, or implementation of a Benchmark Replacement. The Administrative Agent will notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause paragraph (div) below and (vEy) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section 3.04(d), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Transaction Document except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein3.04(d).

Appears in 1 contract

Samples: Receivables Financing Agreement (Aveanna Healthcare Holdings, Inc.)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrower and each other “Liquidity Provider” under each other Liquidity Facility) 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 implementation of any Benchmark Replacement, (iiiC) the effectiveness of any 57 Benchmark Replacement Conforming Changes, (ivD) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (dSection 3.03(b)(iv) below and (vE) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section 3.03(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 Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein3.03(b).

Appears in 1 contract

Samples: Credit Agreement (STAG Industrial, Inc.)

Notices; Standards for Decisions and Determinations. The Designated Party Applicable Administrative Agent will promptly notify each other party hereto (the Borrower and each other “Liquidity Provider” under each other Liquidity Facility) the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any XXXXX Benchmark Replacement, Replacement and (iiiii) the effectiveness of any XXXXX Conforming Changes in connection with the use, administration, adoption or implementation of a XXXXX Benchmark Replacement Conforming Changes, Replacement. The Applicable Administrative Agent will notify the Borrower of (ivx) the removal or reinstatement of any tenor of a XXXXX Benchmark pursuant to clause (dSection 3.03(d)(iv) below and (vy) the commencement or conclusion of any XXXXX Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Applicable Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11, Section 3.03(d) including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein3.03(d).

Appears in 1 contract

Samples: Credit Agreement (SS&C Technologies Holdings Inc)

Notices; Standards for Decisions and Determinations. The Designated Party Agent will promptly notify each other party hereto (the Lead Borrower and each other “Liquidity Provider” under each other Liquidity Facility) the Lenders of (iA) any occurrence of a Benchmark Transition Event or 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 implementation of any Benchmark Replacement, (iiiC) the effectiveness of any Benchmark Replacement Conforming Changes, (ivD) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (dSection 1.08(e) below and (vE) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section 1.08, 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 Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein)1.08.

Appears in 1 contract

Samples: Credit Agreement (Rue Gilt Groupe, Inc.)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrower and each other “Liquidity Provider” under each other Liquidity Facility) the Lenders in writing of (i) any occurrence of a Benchmark Transition Event 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, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, Changes and (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or Lenders pursuant to this 2.11Section 2.25, including including, without limitation, any determination with 107599586\V-16 US_Active\115440519\V-15 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 Agreement hereto, except, in each case, as expressly required pursuant to this Section 2.11 (2.25 and the definitions used herein)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 (Inland Real Estate Income Trust, Inc.)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Lead Borrower and each other “Liquidity Provider” under each other Liquidity Facility) the Lenders of (i) any anythe occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (dSection 2.14(e) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section 2.14, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein)2.14.

Appears in 1 contract

Samples: Credit Agreement (Franchise Group, Inc.)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Company and each other “Liquidity Provider” under each other Liquidity Facility) the Lenders of (iA) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (iiB) the implementation of any Benchmark Replacement, (iiiC) the effectiveness of any Benchmark Replacement Conforming ChangesChanges in connection with the use, administration, adoption or implementation of a Benchmark Replacement, (ivD) the removal or reinstatement of any tenor of a Benchmark pursuant to clause paragraph (div) below and (vE) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section 2.11(b), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its (or their their) sole discretion and without consent from any other party to this Agreement or any other Loan Document except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein2.11(b).

Appears in 1 contract

Samples: Credit Agreement (Factset Research Systems Inc)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrower and each other “Liquidity Provider” under each other Liquidity Facility) the Lenders of (iA) any occurrence of a Benchmark Transition Event or 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 implementation of any Benchmark Replacement, (iiiC) the effectiveness of any Benchmark Replacement Conforming Changes, (ivD) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (dSection 4.2(b)(iv) below and (vE) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section 4.2(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 Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein4.2(b).

Appears in 1 contract

Samples: Credit Agreement (Washington Real Estate Investment Trust)

Notices; Standards for Decisions and Determinations. The Designated Party Agent will promptly notify each other party hereto (the Borrower and each other “Liquidity Provider” under each other Liquidity Facility) the Lenders of (i) any occurrence of a Benchmark Transition Event 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, (iii) the effectiveness of any Benchmark Replacement Conforming ChangesChanges and, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (de) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Agent, the Borrower or or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section 2.15, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole solereasonable discretion and without consent from any other party to heretoto this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 2.15. (and the definitions used hereind).

Appears in 1 contract

Samples: Warehouse Loan Agreement (Trinity Industries Inc)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrower and each other “Liquidity Provider” under each other Liquidity Facility) 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, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (v) the commencement or conclusion of any Benchmark Unavailability Period, provided that the failure to give such notice under this clause (v) shall not affect the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section 2.13(b), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Credit Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein2.13(b).

Appears in 1 contract

Samples: Credit Agreement (Fluent, Inc.)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (Borrower and each other “Liquidity Provider” under each other Liquidity Facility) 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 implementation of any Benchmark Replacement, (iiiC) the effectiveness of any Benchmark Replacement Conforming Changes, (ivD) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (dSection 1.7(c)(iv) below and (vE) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section 1.7(c), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Transaction Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein1.7(c).

Appears in 1 contract

Samples: Credit and Security Agreement (Tempur Sealy International, Inc.)

Notices; Standards for Decisions and Determinations. The Designated Party Agent will promptly notify each other party hereto (the Borrower and each other “Liquidity Provider” under each other Liquidity Facility) 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, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (dSection 9.4(d) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section 9.4, 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 Agreement or any other Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein)9.4.

Appears in 1 contract

Samples: Credit Agreement (ENERPLUS Corp)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (BAFC and each other “the Liquidity Provider” under each other Liquidity Facility) Banks of (i) any occurrence of a Benchmark Transition Event or 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, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (df) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Liquidity Bank (or group of Liquidity Banks) pursuant to this 2.11Section 4.09, 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 Agreement or any Liquidity Loan Note, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein)4.09.

Appears in 1 contract

Samples: Liquidity Agreement (Bungeltd)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Parent Borrower and each other “Liquidity Provider” under each other Liquidity Facility) the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11, Section 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 Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein)titled “Benchmark Replacement Setting”.

Appears in 1 contract

Samples: Credit Agreement (Ultra Clean Holdings, Inc.)

Notices; Standards for Decisions and Determinations. The Designated Party Administrator will promptly notify each other party hereto (the Seller and each other “Liquidity Provider” under each other Liquidity Facility) the Purchaser Agents of (iA) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (iiB) the implementation of any Benchmark Replacement, and (iiiCB) the effectiveness of any Benchmark Replacement Conforming Changes, (ivD) in connection with the use, administration, adoption, or implementation of a Benchmark Replacement. The Administrator will notify the Seller of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause clauseparagraph (d) below and (vEy) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrator or, if applicable, any Purchaser (or group of Purchasers) pursuant to this 2.11Section 1.12, 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 Agreement or any other Transaction Document except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein)1.12.

Appears in 1 contract

Samples: Pledge Agreement (Triumph Group Inc)

Notices; Standards for Decisions and Determinations. The Designated Party Administrator will promptly notify each other party hereto (the Seller and each other “Liquidity Provider” under each other Liquidity Facility) the Purchaser Agents of (i) any occurrence of a Benchmark Transition Event or 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, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause paragraph (de) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrator or, if applicable, any Purchaser Agent (or Majority Purchaser Agents) pursuant to this 2.11, Section 1.13 including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Transaction Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein)1.13.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Fleetcor Technologies Inc)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrower and each other “Liquidity Provider” under each other Liquidity Facility) the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (df) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section 2.14, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 2.14. (and the definitions used hereinfe).

Appears in 1 contract

Samples: Credit Agreement (Tenable Holdings, Inc.)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrower and each other “Liquidity Provider” under each other Liquidity Facility) 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 implementation of any Benchmark Replacement, (iiiC) the effectiveness of any Benchmark Replacement Conforming Changes, (ivD) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (div) below and (vE) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11, Section titled “Benchmark Replacement,” including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein)titled “Benchmark Replacement.” ​

Appears in 1 contract

Samples: Credit Agreement (Evolve Transition Infrastructure LP)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrower and each other “Liquidity Provider” under each other Liquidity Facility) 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 implementation of any Benchmark Replacement, (iiiC) the effectiveness of any Benchmark Replacement Conforming Changes, (ivD) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (dSection 2.14(b)(iv) below and (vE) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section 2.14(b), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein2.14(b).

Appears in 1 contract

Samples: Credit Agreement (Verso Corp)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrower and each other “Liquidity Provider” under each other Liquidity Facility) the Lenders of (i) any occurrence of a Benchmark Transition Event, a Term SOFR Transaction Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, and (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d4) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section 3.03, 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 Agreement hereto, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein)3.03.

Appears in 1 contract

Samples: Credit Agreement (Life Time Group Holdings, Inc.)

Notices; Standards for Decisions and Determinations. The Designated Party Agent will promptly notify each other party hereto (the Company and each other “Liquidity Provider” under each other Liquidity Facility) the Agents 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 implementation of any Benchmark Replacement, (iiiC) the effectiveness of any Benchmark Replacement Conforming Changes, (ivD) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (dSection 2.13(c)(iv) below and (vE) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section 2.13(c), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein2.13(c).

Appears in 1 contract

Samples: Credit Agreement (Universal Health Realty Income Trust)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Seller and each other “Liquidity Provider” under each other Liquidity Facility) the Buyers of (iA) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (iiB) the implementation of any Benchmark Replacement, (iiiC) the effectiveness of any Benchmark Replacement Conforming Changes, (ivD) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (dv) below and (vE) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Buyer (or group of Buyers) pursuant to this 2.11Section 6.7(b), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Repurchase Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein6.7(b).

Appears in 1 contract

Samples: Master Repurchase Agreement (Horton D R Inc /De/)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrowers and each other “Liquidity Provider” under each other Liquidity Facility) the Lenders of (iA) any occurrence of a Benchmark Transition Event or Event, an Early Opt-in Election, or a Term SOFR Transition Event, as applicable, and its related Benchmark Replacement Date, (iiB) the implementation of any Benchmark Replacement, (iiiC) the effectiveness of any Benchmark Replacement Conforming Changes, (ivD) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (db)(iv) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section 2.09(b), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein2.09(b).

Appears in 1 contract

Samples: Fourth Amendment and Incremental Term Loan Agreement (Rayonier, L.P.)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrower and each other “Liquidity Provider” under each other Liquidity Facility) the Banks 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 implementation of any Benchmark Replacement, (iiiC) the effectiveness of any Benchmark Replacement Conforming Changes, (ivD) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (dSection 13.1(c)(iv) below and (vE) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Banks (or group of Banks) pursuant to this 2.11Section 13.1(c), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Paper, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein13.1(c).

Appears in 1 contract

Samples: Credit Agreement (Brigham Minerals, Inc.)

Notices; Standards for Decisions and Determinations. The Designated Party Agent will promptly notify each other party hereto (Administrative Borrower and each other “Liquidity Provider” under each other Liquidity Facility) the Lenders of (i1) 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, (ii2) the implementation of any Benchmark Replacement, (iii3) the effectiveness of any Benchmark Replacement Conforming Changes, (iv4) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (dSection 2.12(d)(iii)(D) below and (v5) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section 2.12(d)(iii), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-non- occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 2.12(d)(iii). (and the definitions used hereinD).

Appears in 1 contract

Samples: Credit Agreement (BlueLinx Holdings Inc.)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrower and each other “Liquidity Provider” under each other Liquidity Facility) 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 implementation of any Benchmark Replacement, (iiiC) the effectiveness of any Benchmark Replacement Conforming Changes, (ivD) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (dSection 4.8(c)(iv) below and (vE) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section 4.8(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 Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein4.8(c).

Appears in 1 contract

Samples: Credit Agreement (Shake Shack Inc.)

Notices; Standards for Decisions and Determinations. The Designated Party Administrative Agent will promptly notify each other party hereto (the Borrowers and each other “Liquidity Provider” under each other Liquidity Facility) 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, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause paragraph (d) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Party Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this 2.11Section 2.23, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 (and the definitions used herein)2.23.

Appears in 1 contract

Samples: Credit Agreement (Firstenergy Corp)

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