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).

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.

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.

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”.

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.

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.

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.

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).

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).

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.”

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.”

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.

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).

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.

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.”

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).

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.

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.

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.

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.

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).

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.

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.

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).

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).

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).

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).

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.

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).

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).

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.

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).

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).

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).

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.

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.

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.

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).

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).

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).

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.

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.

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.

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).

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.

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).

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).

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).

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.

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.

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.

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).

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).

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.

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).

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.

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.

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.

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).

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.

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).

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.

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.

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.

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).

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.

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.”

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).

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.

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.

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).

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).

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.

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).

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).

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).

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.

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.

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.

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).

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).

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).

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).

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).

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.

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.

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”.

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.

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.

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).

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.” ​

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).

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.

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).

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).

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).

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).

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).

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).

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.