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

Notices; Standards for Decisions and Determinations. Administrative Agent will promptly notify the Borrowers and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Conforming Changes, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (iv) below and (E) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(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 Credit Agreement or any other Loan Document except, in each case, as expressly required pursuant to this Section 4.7(d).

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrowers Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement DateEvent, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Conforming ChangesChanges in connection with the use, administration, adoption or implementation of a Benchmark Replacement and (D) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (ivSection 3.07(c)(iv) below and (E) the commencement of any Benchmark Unavailability Periodbelow. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d3.07(c), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this Section 4.7(d3.07(c).

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrowers and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (Bi) the implementation of any Benchmark Replacement, Replacement and (Cii) the effectiveness of any Conforming ChangesChanges in connection with the use, (D) administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrowers of the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (ivSection 4.9(d) below and (E) the commencement or conclusion of any Benchmark Unavailability PeriodPeriod pursuant to Section 4.9(e). Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d)4.9, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this Section 4.7(d)4.9.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrowers Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (Bi) the implementation of any Benchmark Replacement, Replacement and (Cii) the effectiveness of any Benchmark Replacement Conforming Changes, . The Administrative Agent will notify the Borrower of (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (ivSection 2.14(c)(iv) below and (Ey) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d2.14(c), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this Section 4.7(d2.14(c).

Notices; Standards for Decisions and Determinations. Administrative The Agent will promptly notify the Borrowers Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement DateEvent, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Benchmark Replacement Conforming Changes, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (ivSection 5.5(c)(iv) below and (E) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by Administrative the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d5.5(c), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this Section 4.7(d5.5(c).

Notices; Standards for Decisions and Determinations. Administrative Agent The Administrator will promptly notify the Borrowers Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (B) the implementation of any Benchmark Replacement, Replacement and (CB) the effectiveness of any Conforming ChangesChanges in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrator will notify the Borrower of (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (iv) below and (Ey) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by Administrative Agent the Administrator or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d)Section, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Transaction Document except, in each case, as expressly required pursuant to this Section 4.7(d)Section.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrowers Company and the Lenders Banks of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (Bi) the implementation of any Benchmark Replacement, Replacement and (Cii) the effectiveness of any Conforming ChangesChanges in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Company of (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (ivSection 8.07(d) below and (Ey) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender Bank (or group of LendersBanks) pursuant to this Section 4.7(d)8.07, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document Agreement, except, in each case, as expressly required pursuant to this Section 4.7(d)8.07.

Notices; Standards for Decisions and Determinations. Administrative The Agent will promptly notify the Borrowers Company and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (Bi) the implementation of any Benchmark Replacement, Replacement and (Cii) the effectiveness of any Conforming ChangesChanges in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will promptly notify the Company of (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (ivSection 2.25(d) below and (Ey) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by Administrative the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d)2.25, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document Agreement, except, in each case, as expressly required pursuant to this Section 4.7(d)2.25.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrowers Borrower and the Lenders of (Ai) 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, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Benchmark Replacement Conforming Changes, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph Changes and (iv) below and (E) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) Lenders pursuant to clauses (b) – (e) of this Section 4.7(d), 5.2. including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selectionaction, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document hereto, except, in each case, as expressly required pursuant to this Section 4.7(d)Section.

Notices; Standards for Decisions and Determinations. Administrative The Agent will promptly notify the Borrowers Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (Bi) the implementation of any Benchmark Replacement, Replacement and (Cii) the effectiveness of any Conforming ChangesChanges in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (ivSection 2.13.3(d) below and (Ey) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by Administrative the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d)2.13.3, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this Section 4.7(d)2.13.3.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrowers Borrower and the Lenders of (Ai) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement DateEvent, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Benchmark Replacement Conforming Changes, (Div) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph clause (ivd) below and (Ev) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d)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 Credit Agreement or any other Loan Document Related Document, except, in each case, as expressly required pursuant to this Section 4.7(d)2.11.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrowers Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Conforming Changes, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (iv) below and (E) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d)Section, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document except, in each case, as expressly required pursuant to this Section 4.7(d)Section.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrowers Borrower and the Lenders Banks of (Ai) 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, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Benchmark Replacement Conforming Changes, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph Changes and (iv) below and (E) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) Banks pursuant to clauses (b)‑(e) of this Section 4.7(d)3.02, including any applicable determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selectionaction, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document hereto, except, in each case, as expressly required pursuant to clauses (b)-(e) of this Section 4.7(d)3.02.

Notices; Standards for Decisions and Determinations. Administrative Agent Lender will promptly notify the Borrowers and the Lenders Borrower of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Benchmark Replacement Conforming Changes, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph clause (iv) below and (E) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d2.16(b), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document Security Instrument, except, in each case, as expressly required pursuant to this Section 4.7(d2.16(b).

Notices; Standards for Decisions and Determinations. Administrative The Agent will promptly notify the Borrowers Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Conforming Changes, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (iv) below and (E) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by Administrative the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d)Section, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Credit Document except, in each case, as expressly required pursuant to this Section 4.7(d)2.07.

Notices; Standards for Decisions and Determinations. Administrative Agent The Administrator will promptly notify the Borrowers Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (B) the implementation of any Benchmark Replacement, Replacement and (CB) the effectiveness of any Conforming ChangesChanges in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrator will notify the Borrower of (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (iv4) below and (Ey) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by Administrative Agent the Administrator or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d)Section, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Transaction Document except, in each case, as expressly required pursuant to this Section 4.7(d)Section.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrowers Borrower and the Lenders Banks of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (B) the implementation of any Benchmark Replacement, and (CB) the effectiveness of any Benchmark Replacement Conforming Changes, . The Administrative Agent will promptly notify the Borrower of (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (ivSection 2.11(b)(iv) below and (Ey) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender Bank (or group of LendersBanks) pursuant to this Section 4.7(d2.11(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 Credit Agreement or any other Loan Document Transaction Document, except, in each case, as expressly required pursuant to this Section 4.7(d2.11(b).

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrowers Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (B) the implementation of any Benchmark Replacement, (CB) the effectiveness of any Benchmark Conforming Changes, (DC) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (ivthis Section 10.01(g) below and (ED) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d10.01(g) (with the agreement of or in consultation with the Borrower, to the extent required hereby), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to by this Section 4.7(d)Agreement.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrowers Borrowing Agent and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Conforming Changes, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (iv) below and (E) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d)Section, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document except, in each case, as expressly required pursuant to this Section 4.7(d)Section.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrowers Company and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (B) the implementation of any Benchmark Replacement, and (CB) the effectiveness of any Conforming ChangesChanges in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Company of (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (iv) below and (Ey) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d)Section, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document except, in each case, as expressly required pursuant to this Section 4.7(d)Section.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrowers Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Conforming Changes, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (ivd) below and (E) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d)Section, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document except, in each case, as expressly required pursuant to this Section 4.7(d)Section.

Notices; Standards for Decisions and Determinations. Administrative The Agent will promptly notify the Borrowers and the Lenders Banks of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (B) the implementation of any Benchmark Replacement, (CB) the effectiveness of any Benchmark Replacement Conforming Changes, and (DC) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph clause (iv) below and (E) the commencement of any Benchmark Unavailability Periodbelow. Any determination, decision or election that may be made by Administrative the Agent or, if applicable, any Lender Bank (or group of LendersBanks) pursuant to this Section 4.7(d5.3(b), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this Section 4.7(d5.3(b).. (iv)

Notices; Standards for Decisions and Determinations. Administrative The Agent will promptly notify the Borrowers and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (Bi) the implementation of any Benchmark Replacement, Replacement and (Cii) the effectiveness of any Conforming ChangesChanges in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrowers of (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (ivSection 3.11(d) below and (Ey) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by Administrative the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d)3.11, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document Other Document, except, in each case, as expressly required pursuant to this Section 4.7(d)Section.

Notices; Standards for Decisions and Determinations. Administrative The Agent will promptly notify the Borrowers Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (Bi) the implementation of any Benchmark Replacement, and (Cii) the effectiveness of any Conforming ChangesChanges in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of, (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (ivd) below and (Ey) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by Administrative the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d)Section, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document except, in each case, as expressly required pursuant to this Section 4.7(d)Section.

Notices; Standards for Decisions and Determinations. Administrative The Agent will promptly notify the Borrowers and the Lenders of (Ai) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Conforming Changes, (Div) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (ivd) below below, and (Ev) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by Administrative the Agent or, if applicable, applicable any Lender (or group of Lenders) pursuant to this Section 4.7(d), 3.8.2 including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document Other Document, except, in each case, as expressly required pursuant to this Section 4.7(d)3.8.2.

Notices; Standards for Decisions and Determinations. Administrative The Agent will promptly notify the Borrowers Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (Bi) the implementation of any Benchmark Replacement, Replacement and (Cii) the effectiveness of any Conforming ChangesChanges in connection with the use, administration, adoption, or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph Section (ivd) below and (Ey) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by Administrative the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d)10.3, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this Section 4.7(d)Section.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrowers Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (Bi) the implementation of any Benchmark Replacement, Replacement and (Cii) the effectiveness of any Conforming ChangesChanges in connection with the use, (D) administration, adoption or implementation of a Benchmark Replacement and the commencement of any Benchmark Unavailability Period. The Administrative Agent will promptly notify the Borrower of the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (iv) below and (E) the commencement of any Benchmark Unavailability PeriodSection 3.8. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d)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 Credit Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this Section 4.7(d).3.8. ​ ​

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrowers and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Conforming Changes, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (iv) below and (E) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d)Section, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document except, in each case, as expressly required pursuant to this Section 4.7(d)Section.

Notices; Standards for Decisions and Determinations. Administrative The Agent will promptly notify the Borrowers Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (Bi) the implementation of any Benchmark Replacement, Replacement and (Cii) the effectiveness of any Conforming ChangesChanges in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (ivSection 2.11(d) below and (Ey) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by Administrative the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d), 2.11 including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other LEGAL_1:83525085.7 \ party to this Credit Agreement or any other Loan Document Credit Document, except, in each case, as expressly required pursuant to this Section 4.7(d)2.11.

Notices; Standards for Decisions and Determinations. Administrative The Agent will promptly notify the Borrowers Borrower and the Lenders of (A) 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, (B) the thethe implementation of any Benchmark Replacement, and (CCB) the effectiveness of any Benchmark Replacement Conforming Changes, (D) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will promptly notify the Borrower of the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (ivSection 3.8(iv) below and (E) the commencement or conclusion of any Benchmark Unavailability PeriodPeriod3.8(iv). Any determination, decision or election that may be made by Administrative the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d)3.83.8, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any 63 other Loan Document Document, except, in each case, as expressly required pursuant to this Section 4.7(d)3.83.8.

Notices; Standards for Decisions and Determinations. Administrative The Agent will promptly notify the Borrowers Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (B) the implementation of any Benchmark Replacement, and (CB) the effectiveness of any Conforming ChangesChanges in connection with the use, administration, adoption, or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (iv) below and (Ey) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by Administrative the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d)Section, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document except, in each case, as expressly required pursuant to this Section 4.7(d)Section.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrowers Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (B) the implementation of any Benchmark Replacement, Replacement and (CB) the effectiveness of any Benchmark Replacement Conforming ChangesChanges in connection with the use, (D) administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower of the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (ivSection 5.8(c)(iv) below and (E) the commencement of any Benchmark Unavailability Periodbelow. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d5.8(c), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this Section 4.7(d5.8(c).

Notices; Standards for Decisions and Determinations. Administrative The Agent will promptly notify the Borrowers Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (Bi) the implementation of any Benchmark Replacement, Replacement and (Cii) the effectiveness of any Conforming ChangesChanges in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (ivSection 5.2(e) below and (Ey) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by Administrative the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d)5.2, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this Section 4.7(d5.2. (e).

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrowers Seller and the Lenders Group Agents of (Ai) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement DateEvent, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Benchmark Replacement Conforming Changes, (Div) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph clause (ivd) below and (Ev) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender Group Agent (or group of LendersGroup Agents) pursuant to this Section 4.7(d)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 Credit Agreement or any other Loan Document Agreement, except, in each case, as expressly required pursuant to this Section 4.7(d)5.06.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrowers Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (B) the implementation of any Benchmark Replacement, Replacement and (CB) the effectiveness of any Conforming ChangesChanges in connection with the use, (D) administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower of the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (iv) below and (E) the commencement of any Benchmark Unavailability PeriodSection 2.14(d)(iv). Any determination, decision or election that may be made by the Administrative Agent or, if applicable, the Borrower or any Lender (or group of Lenders) pursuant to this Section 4.7(d2.14(d), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document Credit Document, except, in each case, as expressly required pursuant to otherwise set forth in this Section 4.7(d)2.14(d) or the definitions of the terms used herein.

Notices; Standards for Decisions and Determinations. Administrative The Agent will promptly notify the Borrowers Borrower and the Lenders of (A) 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, (B) the thethe implementation of any Benchmark Replacement, and (CCB) the effectiveness of any Benchmark Replacement Conforming Changes, (D) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will promptly notify the Borrower of the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (ivSection 3.8(iv) below and (E) the commencement or conclusion of any Benchmark Unavailability PeriodPeriod3.8(iv). Any determination, decision or election that may be made by Administrative the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d)3.83.8, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this Section 4.7(d)3.83.8.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrowers Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (Bi) the implementation of any Benchmark Replacement, and (Cii) the effectiveness of any Benchmark Replacement Conforming ChangesChanges in connection with the use, (D) administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower of the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (iv) below and (E) the commencement of any Benchmark Unavailability PeriodSubsection 5.2.3(d). Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d)Subsection 5.2.3, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement hereto or any other Loan Document Document, except, in each case, as expressly required pursuant to this Section 4.7(d)Subsection 5.2.3.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrowers Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (Bi) the implementation of any Benchmark Replacement, (Cii) the effectiveness of any Conforming ChangesChanges in connection with the use, administration, adoption or implementation of a Benchmark Replacement, (Diii) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph clause (ivd) below and (Eiv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d)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 Credit Agreement or any other Loan Document Credit Document, except, in each case, as expressly required pursuant to this Section 4.7(d)SECTION 2.10.

Notices; Standards for Decisions and Determinations. Administrative The Agent will promptly notify the Borrowers Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (Bi) the implementation of any Benchmark Replacement, Replacement and (Cii) the effectiveness of any Conforming ChangesChanges in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (iv§4.16(d) below and (Ey) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by Administrative the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d)§4.16, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selectionaction, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document hereto, except, in each case, as expressly required pursuant to this Section 4.7(d)§4.16.

Notices; Standards for Decisions and Determinations. Administrative The Agent will promptly notify the Borrowers Company and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (Bi) the implementation of any Benchmark Replacement, Replacement and (Cii) the effectiveness of any Conforming ChangesChanges in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Company of (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (ivSection 2.21(d) below and (Ey) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by Administrative the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d)2.21, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document Agreement, except, in each case, as expressly required pursuant to this Section 4.7(d)2.21.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrowers Borrower and the Lenders of (Ai) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement DateEvent, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Benchmark Replacement Conforming Changes, (Div) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph clause (ive) below and (Ev) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d)‎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 selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this Section 4.7(d)‎Section 2.14.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrowers Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Conforming Changes, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (ivv) below and (E) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d)Section, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Transaction Document except, in each case, as expressly required pursuant to this Section 4.7(d)Section.

Notices; Standards for Decisions and Determinations. Administrative The Agent will promptly notify the Borrowers Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Conforming Changes, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (iv) below and (E) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by Administrative the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d)2.07, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Credit Document except, in each case, as expressly required pursuant to this Section 4.7(d)2.07.

Notices; Standards for Decisions and Determinations. Administrative The Agent will promptly notify the Borrowers Borrower and the Lenders of (Ai) the implementation of any CDOR Benchmark Replacement and (ii) , (ii) any occurrence of a Benchmark Term XXXXX Transition Event and its related Benchmark Replacement DateEvent, (B) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any CDOR Benchmark Replacement Conforming Changes, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph and (iv) below and by delivering a BA Cessation Notice pursuant to clause (Eg) of this Section, its intention to terminate the commencement obligation of any Benchmark Unavailability Periodthe Lenders to make or maintain B/As. Any determination, decision or election that may be made by Administrative the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d)Section, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selectionaction, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document hereto, except, in each case, as expressly required pursuant to this Section 4.7(d)Section.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrowers Borrower and the Lenders of (Ai) 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, (Bii) the implementation of any Benchmark Replacement, and (Ciiiii) the effectiveness of any Benchmark Replacement Conforming Changes, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph Changes and (iv) below and (E) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by Administrative theAdministrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d)Section1.12, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selectionaction, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document hereto, except, in each case, as expressly required pursuant to this Section 4.7(d)1.12.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrowers Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (B) the implementation of any Benchmark Replacement, Replacement and (CB) the effectiveness of any Conforming ChangesChanges in connection with the use, (D) administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower of the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (iv) below and (E) the commencement of any Benchmark Unavailability PeriodSection 2.16(B)(b)(iv). Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d2.16(B)(b)(iv), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this Section 4.7(d2.16(B)(b).

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrowers Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (B) the implementation of any Benchmark Replacement, Replacement and (CB) the effectiveness of any Conforming ChangesChanges in connection with the use, (D) administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower of the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (iv) below and (E) the commencement of any Benchmark Unavailability PeriodSection 2.18(c)(i)(A). Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d2.18(c)(i)(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 Credit Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this Section 4.7(d2.18(c)(i)(A).

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly (and in any event within five (5) Business Days) notify the Borrowers Borrower and the Lenders of (Ai) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement DateEvent, (Bii) the implementation of any Benchmark Replacement, and (Ciii) the effectiveness of any Conforming Changes, (D) . The Administrative Agent will promptly notify the Borrower of the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (iv) below and (E) the commencement of any Benchmark Unavailability PeriodSection 2.13(e). Any determination, decision or election that may be made by the Administrative Agent or, if applicable, or any Lender (or group of Lenders) pursuant to this Section 4.7(d)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 Credit Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this Section 4.7(d)2.13.

Notices; Standards for Decisions and Determinations. Administrative The Agent will promptly notify the Borrowers Guarantor and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (Bi) the implementation of any Benchmark Replacement, Replacement and (Cii) the effectiveness of any Conforming ChangesChanges in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Guarantor of (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (ivSection 2.22(d) below and (Ey) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by Administrative the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d)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 Credit Agreement or any other Loan Document hereto, except, in each case, as expressly required pursuant to this Section 4.7(d)2.22.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrowers Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (Bi) the implementation of any Benchmark Replacement, (Cii) any occurrence of a Term CXXXX Transition Event, and (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph and (iv) below and (E) by delivering a BA Cessation Notice pursuant to Section 18.6.7, its intention to terminate the commencement obligation of any Benchmark Unavailability Periodthe Lenders to make or maintain Bankers’ Acceptances or BA Equivalent Advances. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d)Section, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selectionaction, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document hereto, except, in each case, as expressly required pursuant to this Section 4.7(d).Section. 181

Notices; Standards for Decisions and Determinations. Administrative Agent will promptly notify the Borrowers Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (Bi) the implementation of any Benchmark Replacement, Replacement and (Cii) the effectiveness of any Conforming ChangesChanges in connection with the use, administration, adoption or implementation of a Benchmark Replacement. Administrative Agent will notify Borrower of (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (ivSection 3.04(d) below and (Ey) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d)3.04, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this Section 4.7(d)3.04.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrowers Borrowing Agent and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Conforming Changes, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (iv) below and (E) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d)Section, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document except, in each case, as expressly required pursuant to this Section 4.7(d)Section.

Notices; Standards for Decisions and Determinations. Administrative The Agent will promptly notify the Borrowers Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (Bi) the implementation of any Benchmark Replacement, Replacement and (Cii) the effectiveness of any Conforming ChangesChanges in connection with the use, administration, adoption or implementation of a Benchmark Replacement. Agent will notify Borrower of (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (ivSection 3.08(d) below and (Ey) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d)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 Credit Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this Section 4.7(d)3.08.

Notices; Standards for Decisions and Determinations. Administrative The Agent will promptly notify the Borrowers Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (B) the implementation of any Benchmark Replacement, and (CB) the effectiveness of any Conforming ChangesChanges in connection with the use, administration, adoption, or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (iv) below and (Ey) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by Administrative the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d)Section, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document except, in each case, as expressly required pursuant to this Section 4.7(dSection. (iv).

Notices; Standards for Decisions and Determinations. Administrative The Agent will promptly notify the Borrowers Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (Bi) the implementation of any Benchmark Replacement, and (Cii) the effectiveness of any Conforming ChangesChanges in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of, (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (ivd) below and (Ey) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by Administrative the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d)Section, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Other Document except, in each case, as expressly required pursuant to this Section 4.7(d)3.8.2.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrowers Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (Bi) the implementation of any Benchmark Replacement, and (Cii) the effectiveness of any Benchmark Replacement Conforming ChangesChanges in connection with the use, (D) administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower of the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (iv) below and (E) the commencement of any Benchmark Unavailability PeriodSubsection 3.2.3(d). Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d)Subsection 3.2.3, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement hereto or any other Loan Document Document, except, in each case, as expressly required pursuant to this Section 4.7(d)Subsection 3.2.3.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrowers Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (Bi) the implementation of any Benchmark Replacement, (Cii) any occurrence of a Term CXXXX Transition Event, and (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph and (iv) below and (E) by delivering a BA Cessation Notice pursuant to Section 18.6.7, its intention to terminate the commencement obligation of any Benchmark Unavailability Periodthe Lenders to make or maintain Bankers' Acceptances or BA Equivalent Advances. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d)Section, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selectionaction, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document hereto, except, in each case, as expressly required pursuant to this Section 4.7(d)Section.

Notices; Standards for Decisions and Determinations. Administrative Agent The Administrator will promptly notify the Borrowers and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (B) the implementation of any Benchmark Replacement, Replacement and (CB) the effectiveness of any Conforming ChangesChanges in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrator will notify the Borrowers of (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (iv) below and (Ey) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by Administrative Agent the Administrator or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d)Section, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Transaction Document except, in each case, as expressly required pursuant to this Section 4.7(d)Section.

Notices; Standards for Decisions and Determinations. Administrative The Agent will promptly notify the Borrowers Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (Bi) the implementation of any Benchmark Replacement, Replacement and (Cii) the effectiveness of any Conforming ChangesChanges in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (ivSection 5.9(3)(d) below and (Ey) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by Administrative the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d5.9(3), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selectionaction, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this Section 4.7(d5.9(3).

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrowers Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Conforming Changes, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (iv) below and (E) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d)Section, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document except, in each case, as expressly required pursuant to this Section 4.7(d)Section.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrowers Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Conforming Changes, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (iv) below and (E) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d)Section, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Transaction Document except, in each case, as expressly required pursuant to this Section 4.7(d)Section.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrowers Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (Bi) the implementation of any Benchmark Replacement, (Cii) any occurrence of a Term XXXXX Transition Event, and (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph and (iv) below and by delivering a BA Cessation Notice pursuant to clause (Eg) of this Section, its intention to terminate the commencement obligation of any Benchmark Unavailability Periodthe Lenders to make or maintain Bankers’ Acceptances. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d2.12(3), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selectionaction, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this Section 4.7(d2.12(3).

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrowers and the Lenders in writing of (Ai) 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, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Benchmark Replacement Conforming Changes, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph Changes and (iv) below and (E) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) Lenders pursuant to this Section 4.7(d)2.23, including including, without limitation, any determination with respect to a tenor, comparable replacement rate or adjustment adjustment, or implementation of any Benchmark Replacement Rate Conforming Changes, or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selectionaction, will be conclusive and binding on all parties hereto absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document hereto, except, in each case, as expressly required pursuant to this Section 4.7(d)2.23.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrowers Company and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (B) the implementation of any Benchmark Replacement, (CB) the effectiveness of any Benchmark Replacement Conforming ChangesChanges in connection with the use, administration, adoption or implementation of a Benchmark Replacement, (DC) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (iv) below and (ED) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d2.11(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 Credit Agreement or any other Loan Document except, in each case, as expressly required pursuant to this Section 4.7(d2.11(b).

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrowers Borrower and the Revolving Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (Bi) the implementation of any Benchmark Replacement, Replacement and (Cii) the effectiveness of any Conforming ChangesChanges in connection with the use, (D) administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower of the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (iv) below and (E) the commencement of any Benchmark Unavailability PeriodSection 2.12(II)(e). Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Revolving Lender (or group of Revolving Lenders) pursuant to this Section 4.7(d2.12(II), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this Section 4.7(d2.12(II).

Notices; Standards for Decisions and Determinations. Administrative The Agent will promptly notify the Borrowers Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (Bi) the implementation of any Benchmark Replacement, and (Cii) the effectiveness of any Conforming ChangesChanges in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of, (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (ivd) below and (Ey) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by Administrative the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d)Section, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan LoanOther Document except, in each case, as expressly required pursuant to this Section 4.7(d)Section.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrowers Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement DateEvent, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Benchmark Replacement Conforming Changes, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph clause (iv) below and (E) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d4.8(c), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this Section 4.7(d4.8(c).

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrowers Borrower and the Lenders of (Ai) 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, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Benchmark Replacement Conforming Changes, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph Changes and (iv) below and (E) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) Lenders pursuant to clauses (b)-(e) of this Section 4.7(d)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 Exhibit 10.1 any decision to take or refrain from taking any action or any selectionaction, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document hereto, except, in each case, as expressly required pursuant to clauses (b)-(e) of this Section 4.7(d).3.03

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrowers Borrower and the Lenders of (Ai1) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement DateEvent, (B2) the implementation of any Benchmark Replacement, (Cii3) the effectiveness of any Benchmark Replacement Conforming Changes, (D4) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph clause (ivf) below and (Eiii5) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent oror the, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d)5.06, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole solereasonable discretion and without consent from any other party to this Credit Agreement or any other Loan Document hereto, except, in each case, as expressly required pursuant to this Section 4.7(d)5.06after consultation with the Borrower.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrowers Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement DateEvent, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Conforming ChangesChanges in connection with the use, administration, adoption or implementation of a Benchmark Replacement and (D) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (ivSection 3.07(c)(iv) below and (E) the commencement of any Benchmark Unavailability Periodbelow. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d3.07(c), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this Section 4.7(d3.07(c).. (iv)

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrowers Borrower and the Lenders of (Ai) the implementation of any CDN Benchmark Replacement, (ii) any occurrence of a Benchmark Term XXXXX Transition Event and its related Benchmark Replacement DateEvent, (B) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any CDN Benchmark Replacement Conforming Changes, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph and (iv) below and (E) by delivering a BA Cessation Notice pursuant to Section 3.17(7), its intention to terminate the commencement obligation of any Benchmark Unavailability Periodthe Lenders to make or maintain Bankers’ Acceptances. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d), 3.17 including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selectionaction, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document hereto, except, in each case, as expressly required pursuant to this Section 4.7(d)3.17.

Notices; Standards for Decisions and Determinations. Administrative The Agent will promptly notify the Borrowers Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (Bi) the implementation of any Benchmark Replacement, Replacement and (Cii) the effectiveness of any Conforming ChangesChanges in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (ivSection 2.23(d) below and (Ey) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by Administrative the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d)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 Credit Agreement or any other Loan Document Agreement, except, in each case, as expressly required pursuant to this Section 4.7(d)2.23.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrowers Borrower and the Lenders of (Axi) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement DateEvent, (Bii) the implementation of any Benchmark ReplacementReplacement and, (Cyiii) the effectiveness of any Benchmark Replacement Conforming Changes, (Div) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph clause (ivf) below and (Ev) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this thisthis Section 4.7(d)7.9, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document Credit Document, except, in each case, as expressly required pursuant to this Section 4.7(d)7.9.

Notices; Standards for Decisions and Determinations. Administrative The Agent will promptly notify the Borrowers Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (Bi) the implementation of any Benchmark Replacement, Replacement and (Cii) the effectiveness of any Conforming ChangesChanges in connection with the use, (D) administration, adoption or implementation of a Benchmark Replacement. The Agent will promptly notify the Borrower of the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (ivClause 5.6(e) below and (E) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by Administrative the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(dClause 5.6(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 Credit 44 ‌ Agreement or any other Loan Document Finance Document, except, in each case, as expressly required pursuant to this Section 4.7(d)Clause 5.6.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrowers Company and the Lenders of (Ai) 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, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Benchmark Replacement Conforming Changes, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph Changes and (iv) below and (E) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) Lenders pursuant to this Section 4.7(dSections 1.12 (a) through (d), including any determination with respect to a tenor, rate or 95007615_1 adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selectionaction, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document hereto, except, in each case, as expressly required pursuant to this Section 4.7(d)1.12.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrowers Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement DateEvent, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Benchmark Replacement Conforming Changes, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph clause (ivv) below and (E) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d5.8(c), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this Section 4.7(d5.8(c).

Notices; Standards for Decisions and Determinations. Administrative The Agent will promptly notify the Borrowers and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (Bi) the implementation of any Benchmark Replacement, Replacement or (Cii) the effectiveness of any Conforming ChangesChanges in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrowers of (DA) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (ivSection 12.2(d) below and (EB) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by Administrative the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d)12.2, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this Section 4.7(d)12.2.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrowers Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event 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, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Benchmark Replacement Conforming Changes, ( in connection with the use, administration, adoption or implementation of a Benchmark Replacement, and (D) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (ivSection 4.5(c)(iv) below and (E) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d4.5(c), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this Section 4.7(d4.5(c).. NAI-1532684191v1 ​

Notices; Standards for Decisions and Determinations. Administrative Agent The Initial Lender will promptly notify Borrower, the Borrowers Administrative Agent and the Lenders of (Ai) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Dateor an Early Opt‐in Election, as applicable, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Benchmark Replacement Conforming Changes, Changes and (Div) the removal or reinstatement of any tenor of for a Benchmark pursuant to paragraph (iv) below and (E) the commencement of any Benchmark Unavailability Periodthat is a term rate. Any determination, decision or election that may be made by Administrative Agent the Initial Lender or, if applicable, Borrower or any Lender (or group of Lenders) pursuant to this Section 4.7(d)2.18, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence non‐occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selectionaction, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document hereto, except, in each case, as expressly required pursuant to this Section 4.7(d)2.18.

Notices; Standards for Decisions and Determinations. Administrative The Agent will promptly notify the Borrowers Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (Bi) the implementation of any Benchmark Replacement, Replacement and (Cii) the effectiveness of any Conforming ChangesChanges in connection with the use, (D) administration, adoption or implementation of a Benchmark Replacement. The Agent will promptly notify the Borrower of the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (ivClause 5.6(e) below and (E) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by Administrative the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(dClause 5.6(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 Credit Agreement or any other Loan Document Finance Document, except, in each case, as expressly required pursuant to this Section 4.7(d)Clause 5.6.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrowers Borrower and the Lenders of (A) 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, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Benchmark Replacement Conforming Changes, Changes and (D) the removal commencement or reinstatement of any tenor of a Benchmark pursuant to paragraph (iv) below and (E) the commencement conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d3.03(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 heretoto this Credit Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this Section 4.7(d3.03(c).

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrowers Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (B) the implementation of any Benchmark Replacement, (CB) the effectiveness of any Conforming ChangesChanges in connection with the use, administration, adoption or implementation of a Benchmark Replacement, (DC) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (ivSection 2.14(b)(iv) below and (ED) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d2.14(b), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selectionaction, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document hereto, except, in each case, as expressly required pursuant to this Section 4.7(d2.14(b).

Notices; Standards for Decisions and Determinations. The applicable Administrative Agent will promptly notify the applicable Borrowers and the Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The applicable Administrative Agent will promptly notify the Borrowers and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Conforming Changes, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (iv) below and (E) the commencement of any Benchmark Unavailability PeriodSection 2.16(b)(iv). Any determination, decision or election that may be made by the applicable Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d2.16(b), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to heretoto this Credit Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this Section 4.7(d2.16(b).

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrowers Borrower and the Lenders of (Ai) 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, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Benchmark Replacement Conforming Changes, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph Changes and (iv) below and (E) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) Lenders pursuant to clauses (b)-(e) of this Section 4.7(d)3.03, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selectionaction, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document hereto, except, in each case, as expressly required pursuant to clauses (b)-(e) of this Section 4.7(d)3.03.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrowers Borrower Representative and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (B) the implementation of any Benchmark Replacement, Replacement and (CB) the effectiveness of any Conforming ChangesChanges in connection with the use, (D) administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower Representative of the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (iv) below and (E) the commencement of any Benchmark Unavailability Periodsubsection 4.7(c)(iv). Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(dsubsection 4.7(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 Credit Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this Section 4.7(dsubsection 4.7(c).

Notices; Standards for Decisions and Determinations. Administrative The Agent will promptly notify the Borrowers and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (B) the implementation of any Benchmark Replacement, and (CB) the effectiveness of any Conforming ChangesChanges in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrowers of (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (iv) below and (Ey) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by Administrative the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d)Section, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document except, in each case, as expressly required pursuant to this Section 4.7(d)Section.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrowers Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (B) the implementation of any Benchmark Replacement, Replacement and (CB) the effectiveness of any Benchmark Replacement Conforming ChangesChanges in connection with the use, (D) administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower of the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (ivSection 13.19(b)(iv) below and (E) the commencement of any Benchmark Unavailability Periodbelow. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d13.19(b), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document Credit Document, except, in each case, as expressly required pursuant to this Section 4.7(d13.19(b).

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrowers Borrower and the Lenders of (A) 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, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Benchmark Replacement Conforming Changes, Changes and (D) the removal commencement or reinstatement of any tenor of a Benchmark pursuant to paragraph (iv) below and (E) the commencement conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) Lenders pursuant to this Section 4.7(d2.18(e), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selectionaction, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document hereto, except, in each case, as expressly required pursuant to this Section 4.7(d2.18(e).

Notices; Standards for Decisions and Determinations. Administrative The Agent will promptly notify the Borrowers and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (Bi) the implementation of any Benchmark Replacement, Replacement and (Cii) the effectiveness of any Conforming ChangesChanges in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrowers of (DA) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (ivSection 13.4(d) below and (EB) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by Administrative the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d)13.4, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this Section 4.7(d)13.4.

Notices; Standards for Decisions and Determinations. Administrative Agent The Facility Servicer will promptly notify the Borrowers Borrower, the Administrative Agent and the Lenders of (Ai) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Dateor an Early Opt-in Election, as applicable, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Benchmark Replacement Conforming Changes, Changes and (Div) the removal or reinstatement of any tenor of for a Benchmark pursuant to paragraph (iv) below and (E) the commencement of any Benchmark Unavailability Periodthat is a term rate. Any determination, decision or election that may be made by Administrative Agent the Facility Servicer or, if applicable, the Borrower or any Lender (or group of Lenders) pursuant to this Section 4.7(d)2.16, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selectionaction, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document hereto, except, in each case, as expressly required pursuant to this Section 4.7(d)2.16 and the related definitions.

Notices; Standards for Decisions and Determinations. the Administrative Agent will promptly notify the Borrowers Borrower and the Lenders Lenders/Participants of (A) 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, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Benchmark Replacement Conforming Changes, Changes and (D) the removal commencement or reinstatement of any tenor of a Benchmark pursuant to paragraph (iv) below and (E) the commencement conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of the Lenders) /Participants pursuant to this Section 4.7(d3.03(c), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selectionaction, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document hereto, except, in each case, as expressly required pursuant to this Section 4.7(d3.03(c).

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrowers Company and the Lenders Banks of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (Bi) the implementation of any Benchmark Replacement, Replacement and (Cii) the effectiveness of any Conforming ChangesChanges in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Company of (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (ivSection 3.20(d) below and (Ey) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender Bank (or group of LendersBanks) pursuant to this Section 4.7(d)3.20, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document Agreement, except, in each case, as expressly required pursuant to this Section 4.7(d)3.20.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrowers Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Conforming Changes, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (iv) below and (E) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) the Majority Lenders pursuant to this Section 4.7(d3.04(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 Credit Agreement or any other Loan Transaction Document except, in each case, as expressly required pursuant to this Section 4.7(d3.04(d).

Notices; Standards for Decisions and Determinations. Administrative The Agent will promptly notify the Borrowers Company and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (Bi) the implementation of any Benchmark Replacement, Replacement and (Cii) the effectiveness of any Conforming ChangesChanges in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Company of (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (ivSection 2.24(d) below and (Ey) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by Administrative the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d)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 Credit Agreement or any other Loan Document Agreement, except, in each case, as expressly required pursuant to this Section 4.7(d)2.24.

Notices; Standards for Decisions and Determinations. Administrative The Agent will promptly notify the Borrowers Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (Bi) the implementation of any Benchmark Replacement, Replacement and (Cii) the effectiveness of any Conforming ChangesChanges in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (ivSection 2.15(d) below and (Ey) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by Administrative the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d)2.15, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this Section 4.7(d)2.15.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrowers Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (Bi) the implementation of any US Benchmark Replacement, and (Cii) the effectiveness of any US Benchmark Replacement Conforming ChangesChanges in connection with the use, (D) administration, adoption or implementation of a US Benchmark Replacement. The Administrative Agent will promptly notify the Borrower and the Lenders of the removal or reinstatement of any tenor of a US Benchmark pursuant to paragraph (ivSection 3.18(4) below and (E) the commencement of any Benchmark Unavailability Periodbelow. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d)3.18, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this Section 4.7(d3.18. (4).

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrowers Company and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (Bi) the implementation of any Benchmark Replacement, Replacement and (Cii) the effectiveness of any Conforming ChangesChanges in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Company of (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (ivSection 3.8(d) below and (Ey) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d)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 Credit Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this Section 4.7(d)3.8.

Notices; Standards for Decisions and Determinations. Administrative The Agent will promptly notify the Borrowers Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (Bi) the implementation of any Benchmark Replacement, Replacement and (Cii) the effectiveness of any Conforming ChangesChanges in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph Section (ivd) below and (Ey) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by Administrative the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d), 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 Credit Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this Section 4.7(d).2.14. LEGAL_1:81779606.19 BMO – BNS - Berkshire –Credit Agreement

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrowers Borrower and the Lenders of (Ai) 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, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Benchmark Replacement Conforming Changes, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph Changes and (iv) below and (E) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) Lenders pursuant to clauses (b)-(e) of this Section 4.7(d)4.2., including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selectionaction, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document hereto, except, in each case, as expressly required pursuant to clauses (b)-(e) of this Section 4.7(d)4.2.

Notices; Standards for Decisions and Determinations. Administrative Agent will promptly notify the Borrowers Borrower Representative and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (B) the implementation of any Benchmark Replacement, (CB) the effectiveness of any Conforming ChangesChanges in connection with the use, administration, adoption or implementation of a Benchmark Replacement, (DC) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph clause (iv) below and (ED) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.7(d3.3(b), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this Section 4.7(d3.3(b).