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

Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrower and the Lenders of (A)i) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (Bii) the effectiveness of any Benchmark Replacement Conforming Changes, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv) below and (D)y) the commencement of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.07(ge).

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower Company and the Lenders of (A)iA) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date, (B) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (BiiC) the effectiveness of any Benchmark Replacement Conforming Changes, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (xD) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(ivparagraph (v) below and (D)yE) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge), titled “Benchmark Replacement Setting,” including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.07(ge)titled “Benchmark Replacement Setting.”

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A)ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (Biiii) the effectiveness of any Benchmark Replacement Conforming Changes, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (xiii) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv(d) below and (D)yiv) the commencement of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Administrative Agent as set forth in this Section 2.07(ge) 2.18 may be provided, at the option of the Administrative Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, of any amendment which implements any Benchmark Replacement or Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge)2.18, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.07(ge2.18. (d).

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders in writing of (A)ii) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (Biiiii) the effectiveness of any Benchmark Replacement Conforming Changes, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (xiv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv(d) below and (D)yv) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge)2.11, including including, without limitation, any determination with respect to a tenor, rate or adjustment adjustment, or implementation of any Benchmark Replacement Conforming Changes, or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding on all parties hereto absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Transaction Document, except, in each case, as expressly required pursuant to this Section 2.07(ge)2.11 and shall not be a basis of any claim of liability of any kind or nature by any party hereto, all such claims being hereby waived individually be each party hereto.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A)ii) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (Biiiii) the effectiveness of any Benchmark Replacement Conforming Changes, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (xiv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(ivparagraph (e) below and (D)yv) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge), titled “Benchmark Replacement Setting,” including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan DocumentDocument (for the avoidance of doubt, a joint election for the Benchmark Replacement Setting by the Administrative Agent and the Borrower will be required in the event there are outstanding Swap Obligations), except, in each case, as expressly required pursuant to this Section 2.07(ge)titled “Benchmark Replacement Setting.”

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A)ii) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, and (Biiiii) the effectiveness of any Benchmark Replacement Conforming Changes, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv) below and (D)y) the commencement of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Agent orAdministrative Agent, if applicable, any Lender (Lenders or group of Lenders) the Borrower pursuant to this Section 2.07(ge), titled “Effect of Benchmark Transition Event,” including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selectionaction, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Documenthereto, except, in each case, as expressly required pursuant to this Section 2.07(ge)titled “Effect of Benchmark Transition Event.” In no event will the Borrower Loan Trustee be involved in or have any obligation or liability in relation to the determination of Term SOFR, the determination or selection of any Benchmark Replacement or the determination of any equivalent interest rate.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A)ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (Biiii) the effectiveness of any Benchmark Replacement Conforming Changes, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (xiii) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv(d) below and (D)yiv) the commencement of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Administrative Agent as set forth in this Section 2.07(ge) 6.2 may be provided, at the option of the Administrative Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, of any amendment which implements any Benchmark Replacement or Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge)6.2, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.07(ge)6.2.

Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrower Borrowing Agent and the Lenders of (A)ii) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (Biiiii) the effectiveness of any Benchmark Replacement Conforming Changes, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (xiv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(ivparagraph (d) below and (D)yv) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge), titled “Benchmark Replacement Setting,” including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Other Document, except, in each case, as expressly required pursuant to this Section 2.07(ge)titled “Benchmark Replacement Setting”.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A)ii) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (Biiiii) the effectiveness of any Benchmark Replacement Conforming Changes, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (xiv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(ivparagraph (e) below and (D)yv) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Agent Administrative Agent, or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge), titled “Benchmark Replacement Setting,” including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.07(ge)titled “Benchmark Replacement Setting.”

Notices; Standards for Decisions and Determinations. The Agent (acting at the written direction of the Required Lenders) will promptly notify the Borrower and the Lenders of (A)ii) the implementation of any Benchmark Replacement Date or Early Opt-in Election, as applicable, and the related Benchmark Replacement, (Biiii) the effectiveness of any Benchmark Replacement Conforming Changes, (C) Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent (acting at the written direction of the Required Lenders) will notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv2.9(b)(iv) below and (D)yy) the commencement of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth Period in this Section 2.07(geaccordance with clause (v) may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements any Benchmark Replacement or Benchmark Conforming Changesbelow. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge2.9(b), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.07(ge2.9(b).

Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrower and the Lenders of (A)ii) the implementation of (i) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (Biiiii) the effectiveness of any Benchmark Replacement Conforming Changes. , (Civ) in connection with the use, administration, adoption commencement or implementation conclusion of a any Benchmark ReplacementUnavailability Period. The Agent will notify the Borrower of (x) and the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv) below and (D)y) the commencement of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements any Benchmark Replacement or Benchmark Conforming ChangesBenchmark. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or group of Lenders) Lenders pursuant to this Section 2.07(ge)4.9, including including, without limitation, any determination with respect to a tenor, rate or adjustment adjustment, or implementation of any Benchmark Replacement Conforming Changes, the timing of implementation of any Benchmark Replacement or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selectionaction, will be conclusive and binding on all parties hereto absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.07(ge)Section, and shall not be a basis of any claim of liability of any kind or nature by any party hereto, all such claims being hereby waived individually by each party hereto.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower Company and the Lenders of (A)ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (Biiii) the effectiveness of any Benchmark Replacement Conforming Changes, (C) Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv) below and (D)y) the commencement of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Administrative Agent as set forth in this Section 2.07(ge) 2.17 may be provided, at the option of the Administrative Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, of any amendment which implements any Benchmark Replacement or Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge)Section, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selectionaction, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Documenthereto, except, in each case, as expressly required pursuant to this Section 2.07(ge)2.17.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A)ii) any occurrence of a Benchmark Transition Event, a Term RFR Transition Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (Biiiii) the effectiveness of any Benchmark Replacement Conforming Changes, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (xiv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(ivparagraph (e) below and (D)yv) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge), titled “Benchmark Replacement Setting,” including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.07(ge)titled “Benchmark Replacement Setting.”

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A)iA) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date, (B) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (BiiC) the effectiveness of any Benchmark Replacement Conforming Changes, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (xD) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(ivparagraph (v) below and (D)yE) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge), titled “Benchmark Replacement Setting,” including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.07(ge)titled “Benchmark Replacement Setting.”.

Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrower Borrowers and the Lenders of (A)ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (Biiii) the effectiveness of any Benchmark Replacement Conforming Changes, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv) below Changes and (D)yiii) the commencement of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) 2.08 may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, of any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge)2.08, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan DocumentAgreement, except, in each case, as expressly required pursuant to this Section 2.07(ge)2.08.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A)iiA) any occurrence of a Benchmark Transition Event or Early Opt-in Election, (B) the implementation of any Benchmark Replacement Date and the related Benchmark Replacementand, (BiiiiC) the effectiveness of any Benchmark Replacement Conforming Changes, (C) Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv) below and (D)y) the commencement of any Benchmark Unavailability PeriodReplacement Conforming Changes. For the avoidance of doubt, any notice required to be delivered by the Administrative Agent as set forth in this Section 2.07(ge) 3.07 may be provided, at the option of the Administrative Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, of any amendment which implements any Benchmark Replacement or Benchmark Replacement Conforming ChangesChangesand (D) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 3.07(c)(iv) below. 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 2.07(ge3.07(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 heretoto this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.07(ge3.07(c).

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A)iiA) any occurrence of a Benchmark Transition Event, (B) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (BiiiiC) the effectiveness of any Benchmark Replacement Conforming Changes, (Ciii) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of Replacement and (xD) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv(iv) below and (D)yiv) the commencement of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Administrative Agent as set forth in this Section 2.07(ge) 3.07 may be provided, at the option of the Administrative Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, of any amendment which implements any Benchmark Replacement or Benchmark Replacement Conforming ChangesChangesSection 3.07(c)(iv) below. 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 2.07(ge3.07(c), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.07(ge3.07(c).

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A)iA) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date, (B) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (BiiC) the effectiveness of any Benchmark Replacement Conforming Changes, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (xD) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(ivparagraph (v) below below, and (D)yE) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge), Subsection titled “Benchmark Replacement Setting,” including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan DocumentDocuments, except, in each case, as expressly required pursuant to this Section 2.07(ge)Subsection titled “Benchmark Replacement Setting.”

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A)ii) the implementation of any Benchmark Replacement Date Date, and the related Benchmark Replacement, (Biiii) the effectiveness of any Benchmark Replacement Conforming Changes, (Ciii) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(ivclauseSection 2.24(d) below and (D)yivy) the commencement of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Administrative Agent as set forth in this Section 2.07(ge) 2.24 may be provided, at the option of the Administrative Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, of any amendment which implements any Benchmark Replacement or Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge)2.24, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.07(ge)2.24.

Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Administrative Borrower and the Lenders of (A)i1) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (2) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (Bii3) the effectiveness of any Benchmark Replacement Conforming Changes, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (x4) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv2.12(d)(iii)(D) below and (D)y5) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge2.12(d)(iii), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.07(ge2.12(d)(iii).. DM3\7893162.1DM3\7893162.7 (Signature Page to Omnibus Joinder and Third Amendment to Amended and Restated Credit Agreement and Other Loan Documents)

Notices; Standards for Decisions and Determinations. The Agent Initial Lender or the Required Lenders, as the case may be, will promptly notify the Administrative Agent, which will then promptly notify the Borrower and the Lenders of (A)ii) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (Bii) the effectiveness of any Benchmark Replacement Conforming Changes, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (xiii) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv(d) below and (D)yiv) the commencement or conclusion of any Benchmark Unavailability Period. For The Administrative Agent will promptly notify the avoidance of doubt, any notice required to be delivered by Borrower and the Agent as set forth in this Section 2.07(ge) may be provided, at the option Lenders of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements effectiveness of any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or group of Lenders) or the Administrative Agent, if applicable, pursuant to this Section 2.07(ge), 2.10 including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.07(ge).this

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A)i1) any occurrence of a Benchmark Transition Event (other than a Benchmark Transition Event with respect to USD LIBOR resulting from the Cessation Announcements), a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (2) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (Bii3) the effectiveness of any Benchmark Replacement Conforming Changes, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (x4) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(ivparagraph (e) below and (D)y5) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge), titled “Benchmark Replacement Setting,” including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.07(getitled “Benchmark Replacement Setting.” (e).

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A)ii) 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, (iix) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, and (Biiiiix) the effectiveness of any Benchmark Replacement Conforming Changes, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (xiv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv2.12(c)(v) below and (D)yv) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge2.12(c), including any determination with respect to Benchmark Replacement Conforming Changes, a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.07(ge2.12(c).. (vi) (v)

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower Company and the Lenders of (A)ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (Biiii) the effectiveness of any Benchmark Replacement Conforming Changes. For the avoidance of doubt, (C) any notice required to be delivered by the in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv) below and (D)y) the commencement of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Administrative Agent as set forth in this Section 2.07(ge7.03(c) may be provided, at the option of the Administrative Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements any Benchmark Replacement or Benchmark Replacement Conforming ChangesChangeswill notify the Company of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 7.03(d)(iv) and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge7.03(cd), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to heretoto this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.07(ge7.03(cd).

Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrower Agent and the Lenders of (A)iA) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event, or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (B) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, and (BiiCB) the effectiveness of any Benchmark Replacement Conforming Changes, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will promptly notify the Borrower Agent of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv2.3(j)(iv) below and (D)yDy) the commencement of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge2.3(j) may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, of any amendment which implements any Benchmark Replacement or Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge2.3(j), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.07(ge2.3(j).

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders in writing of (A)ii) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (Biiiii) the effectiveness of any Benchmark Replacement Conforming Changes, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (xiv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv(d) below and (D)yv) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge)3.07, including including, without limitation, any determination with respect to a tenor, rate or adjustment adjustment, or implementation of any Benchmark Replacement Conforming Changes, or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding on all parties hereto absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.07(ge)3.07 and shall not be a basis of any claim of liability of any kind or nature by any party hereto, all such claims being hereby waived individually be each party hereto.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders in writing of (A)ii) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (Biiiii) the effectiveness of any Benchmark Replacement Conforming Changes, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (xiv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv(d) below and (D)yv) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge)titled “Benchmark Replacement Setting,” including, including without limitation, any determination with respect to a tenor, rate or adjustment adjustment, or implementation of any Benchmark Replacement Conforming Changes, or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding on all parties hereto absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.07(ge)titled “Benchmark Replacement Setting” and shall not be a basis of any claim of liability of any kind or nature by any party hereto, all such claims being hereby waived individually be each party hereto.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders LC Bank of (A)iiA) any occurrence of a Benchmark Transition Event , a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (iiB) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (BiiiiiC) the effectiveness of any Benchmark Replacement Conforming Changes, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (xivD) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(ivparagraph (div) below and (D)yvE) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) the LC Bank pursuant to this Section 2.07(ge5.065.04(c), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Transaction Document, except, in each case, as expressly required pursuant to this Section 2.07(ge5.065.04(c).. (div) Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Transaction Document, at any time (including in connection with the implementation of a Benchmark Replacement), (iA) if the then-current Benchmark is a term rate (including Term SOFR or USD LIBOR) and either (AI) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A)ii) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-In Election, as applicable, its related(ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (Biiii, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (xiiiiv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(ivparagraphclause (df) below and (D)yivv) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of ​ doubt, any notice required to be delivered by the Administrative Agent as set forth in this Section 2.07(ge) 4.6 may be provided, at the option of the Administrative Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, of any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge)4.6, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Transaction Document, except, in each case, as expressly required pursuant to this Section 2.07(ge)4.6.

Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrower and the Lenders in writing of (A)ii) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (Biiiii) the effectiveness of any Benchmark Replacement Conforming ChangesChanges and, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (xiv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv(d) below and (D)yv) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge)§4.15,4.16 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 selection, will be conclusive and binding on all parties hereto or to the other Loan Documents absent manifest error and may be made in its or their sole discretion and without consent from any other party to heretoto this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.07(ge)§4.154.16 and shall not be a basis of any claim of liability of any kind or nature by any party hereto or thereto, all such claims being hereby waived individually bybe each party hereto and thereto.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower Borrower, the Lenders, the Servicer, the Collateral Agent and the Equityholder 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, (BServicer and the Lenders of (A)ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, and (BiiCii) the effectiveness of any Benchmark Replacement Conforming Changes, (CD) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(ivclauseSection 2.18(vd) below and (D)yEy) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge)2.18, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Facility Document, except, in each case, as expressly required pursuant to this Section 2.07(ge)2.18.

Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrower and the Lenders in writing of (A)iA) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (B) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (BiiC) the effectiveness of any Benchmark Replacement Conforming Changes, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (xD) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv(iv) below and (D)yE) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge)titled “Benchmark Replacement Setting,” including, including without limitation, any determination with respect to a tenor, rate or adjustment adjustment, or implementation of any Benchmark Replacement Conforming Changes, or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding on all parties hereto absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.07(ge)titled “Benchmark Replacement Setting” and shall not be a basis of any claim of liability of any kind or nature by any party hereto, all such claims being hereby waived individually be each party hereto.

Notices; Standards for Decisions and Determinations. The Deal Agent will promptly notify the Borrower of (i) any occurrence of a Benchmark Transition Event or a Term SOFR Transition Event, as applicable, and its related Benchmark Replacement Date, (ii) theand the Lenders of (A)ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, and (Biiiiiii) the effectiveness of any Benchmark Replacement Conforming Changes, (Civ) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Deal Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv2.11(d) below and (D)yvy) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Agent Deal Agent, or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge)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 the Borrower or any other party to heretoto this Agreement or any other Loan Transaction Document, except, in each case, as expressly required pursuant to this Section 2.07(ge)2.11.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower Representative and the Lenders of (A)ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (Biiii) the effectiveness of any Benchmark Replacement Conforming Changes, (C) Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv) below and (D)y) the commencement of any Benchmark Unavailability PeriodReplacement Conforming Changes. For the avoidance of doubt, any notice required to be delivered by the the. The Administrative Agent as set forth in this Section 2.07(ge) 2.23 may be provided, at the option of the Administrative Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, of any amendment which implements any Benchmark Replacement or Benchmark Replacement Conforming ChangesChangeswill notify the Borrower Representative and the Lenders of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 2.23(d) and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge)2.23, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Documenthereto, except, in each case, as expressly required pursuant to this Section 2.07(ge)2.23.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A)ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (Biiii) the effectiveness of any Benchmark Replacement Conforming Changes, (C) Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of , (xiii) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv(d) below and (D)yiv) the commencement of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Administrative Agent as set forth in this Section 2.07(ge2.20 (Benchmark Replacement Setting) may be provided, at the option of the Administrative Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, of any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge2.20 (Benchmark Replacement Setting), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.07(ge2.20 (Benchmark Replacement Setting).

Notices; Standards for Decisions and Determinations. The Administrative Agent will shallwill promptly notify the Borrower and the Lenders (and obtain the consent of any such Persons, if required by the terms of this Agreement) of (A)ii) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) theof (i) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (Biiiiiii) the effectiveness of any Benchmark Replacement Conforming Changes, (Civ) in connection with the use, administration, adoption or implementation of a Benchmark ReplacementReplacement and (iii) the commencement or conclusion of any Benchmark Unavailability Period. The Administrative Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv(d) below and (D)yv) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) may be provided, at the option of the Agent (in its sole discretionPeriodSection 3.03(d), in one or more notices and may be delivered together with, or as part of, any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge)3.033.03 , including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Financing Document, except, in each case, as expressly required pursuant to this Section 2.07(ge)AgreementSection 3.03.

Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrower and the Lenders in writing of (A)ii) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (Biiiii) the effectiveness of any Benchmark Replacement Conforming Changes, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (xiv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv(d) below and (D)yv) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge)§4.16, including including, without limitation, any determination with respect to a tenor, rate or adjustment adjustment, or implementation of any Benchmark Replacement Conforming Changes, or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding on all parties hereto absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.07(ge)§4.16 and shall not be a basis of any claim of liability of any kind or nature by any party hereto, all such claims being hereby waived individually be each party hereto.

Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrower and the Lenders of (A)ii) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (Biiiii) the effectiveness of any Benchmark Replacement Conforming Changes, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (xiv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(ivparagraph (e) below and (D)yv) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge), titled “Benchmark Replacement Setting,” including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Other Document, except, in each case, as expressly required pursuant to this Section 2.07(ge)titled “Benchmark Replacement Setting.”

Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrower Borrowers and the Lenders of (A)ii) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (Biiiii) the effectiveness of any Benchmark Replacement Conforming Changes, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (xiv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(ivparagraph (e) below and (D)yv) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge), titled “Benchmark Replacement Setting,” including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Other Document, except, in each case, as expressly required pursuant to this Section 2.07(ge)titled “Benchmark Replacement Setting.”

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower PMI and the Lenders of (A)ii) any occurrence of a Benchmark Transition Event, Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related and its Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (Biiiii) the effectiveness of any Benchmark Replacement Conforming Changes, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (xiv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv(f) below and (D)yv) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, PMI or any Lender (or group of Lenders) pursuant to this Section 2.07(ge)2.7, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan DocumentAgreement, except, in each case, as expressly required pursuant to this Section 2.07(ge2.7. For the avoidance of doubt, any notice required to be delivered by the Administrative Agent as set forth in this Section 2.7 may be provided, at the option of the Administrative Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of any amendment which implements any Benchmark Replacement or Conforming Changes.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A)ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (Biiii) the effectiveness of any Benchmark Replacement Conforming Changes, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (xiii) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv(d) below and (D)yiv) the commencement of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Administrative Agent as set forth in this Section 2.07(ge) 2.24 may be provided, at the option of the Administrative Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, of any amendment which implements any Benchmark Replacement or Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge)2.24, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.07(ge)2.24.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders in writing of (A)ii) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (Biiiii) the effectiveness of any Benchmark Replacement Conforming Changes, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (xiv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv(d) below and (D)yv) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge)2.17, including including, without limitation, any determination with respect to a tenor, rate or adjustment adjustment, or implementation of any Benchmark Replacement Conforming Changes, or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding on all parties hereto absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Facility Document, except, in each case, as expressly required pursuant to this Section 2.07(ge)2.17 and shall not be a basis of any claim of liability of any kind or nature by any party hereto, all such claims being hereby waived individually be each party hereto.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A)ii) the implementation of any Benchmark Replacement Date Transition Event and the its related Benchmark Replacement, Replacement and (Biiii) the effectiveness of any Benchmark Replacement Conforming Changes, (C) Changes in connection with the use, administration, adoption or implementation of a Benchmark ReplacementReplacement Conforming Changes,. The Administrative Agent will notify the Borrower of (xiiix) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv2.08(d) below and (D)yivy) the commencement of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Administrative Agent as set forth in this Section 2.07(ge) 2.08 may be provided, at the option of the Administrative Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, of any amendment which implements any Benchmark Replacement or Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge)2.08, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.07(ge)2.08.

Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrower Company and the Lenders of (A)ii) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, and (Biiiii) the effectiveness of any Benchmark Replacement Conforming Changes, (C) Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower Company of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv2.22(d) below and (D)yivy ) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Agent oror Required Lenders, in each case with the consent of the Company (such consent not to be unreasonably withheld or delayed),, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge)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 heretoto this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.07(ge)2.22.

Notices; Standards for Decisions and Determinations. The Facility Agent will promptly notify the Borrower PMI and the Lenders of (A)ii) any occurrence of a Benchmark Transition Event, Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its relatedand its Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (Biiiii) the effectiveness of any Benchmark Replacement Conforming Changes, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (xiv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv(e) below and (D)yv) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Facility Agent or, if applicable, PMI or any Lender (or group of Lenders) pursuant to this Section 2.07(ge)2.8, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan DocumentAgreement, except, in each case, as expressly required pursuant to this Section 2.07(ge2.8. For the avoidance of doubt, any notice required to be delivered by the Facility Agent as set forth in this Section 2.8 may be provided, at the option of the Facility Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of any amendment which implements any Benchmark Replacement or Conforming Changes.

Notices; Standards for Decisions and Determinations. The Facility Agent will promptly notify the Borrower PMI and the Lenders of (A)ii) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (Biiiii) the effectiveness of any Benchmark Replacement Conforming Changes, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (xiv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv(e) below and (D)yv) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Agent Facility Agent, or, if applicable, PMI or any Lender (or group of Lenders) pursuant to this Section 2.07(ge)2.8, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan DocumentAgreement, except, in each case, as expressly required pursuant to this Section 2.07(ge2.8. For the avoidance of doubt, any notice required to be delivered by the Facility Agent as set forth in this Section titled “Alternate Rate of Interest” may be provided, at the option of the Facility Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of any amendment which implements any Benchmark Replacement or Benchmark Replacement Conforming Changes.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A)ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (Biiii) the effectiveness of any Benchmark Replacement Conforming Changes, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (xiii) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv(d) below and (D)yiv) the commencement of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Administrative Agent as set forth in this Section 2.07(ge2.20 (Benchmark Replacement Setting) may be provided, at the option of the Administrative Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, of any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge2.20 (Benchmark Replacement Setting), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.07(ge2.20 (Benchmark Replacement Setting).. AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders Group Agents of (A)ii) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, and (Biiiiiii) the effectiveness of any Benchmark Replacement Conforming Changes, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacementiv). The Agent will notify the Borrower of (x) For the removal or reinstatement reinstatementavoidance of doubt, any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv(d) below and (D)yv) the commencement of any Benchmark Unavailability Period. For the avoidance of doubt, any notice commencementnotice required to be delivered by the Administrative Agent as set forth in this Section 2.07(ge) 4.06 may be provided, at the option of the Administrative Agent (in its sole discretion), in one or more notices and may be delivered together with, or as conclusionas part of, of any amendment Benchmark Unavailability Periodamendment which implements any Benchmark Replacement or Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender Group Agent (or group of LendersGroup Agents) pursuant to this Section 2.07(ge)4.06, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Transaction Document, except, in each case, as expressly required pursuant to this Section 2.07(ge)4.06.

Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrower and the Lenders of (A)ii) the implementation of any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (Biiiii) the effectiveness of any Benchmark Replacement Conforming Changes, (C) Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will shall notify the Borrower of (x) the removal or reinstatement of if any tenor of a Benchmark is not being used pursuant to clause Section 2.07(e)(iv10.17(D) below and (D)yivy) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or group of Lenders) Lenders pursuant to this Section 2.07(ge)10.17, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement hereto or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.07(ge)10.17.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Parent Borrower and the Lenders of (A)ii) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, and (Biiiiiii) the effectiveness of any Benchmark Replacement Conforming Changes, (C) Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Parent Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv2.14(e) below and (D)yivy) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) or the Parent Borrower pursuant to this Section 2.07(ge2.14 (and any relevant defined terms), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.07(ge)2.14.

Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrower Company and the Lenders of (A)ii) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable with respect to any Available Currency, and itsBenchmark Replacement Date and the related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (Biiiii), (ii) the effectiveness of any Benchmark Replacement Conforming Changes, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (xiii) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv(d) below and (D)yiv) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) 2.21 may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, of any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Agent oror the, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge)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 heretoto this Agreement or any other Loan DocumentAgreement, except, in each case, as expressly required pursuant to this Section 2.07(ge)2.21.

Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrower and Seller and, the Lenders Purchasers of (A)ii) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) theServicer and each Company of (i) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, and (Biiiiiii) the effectiveness of any Benchmark Replacement Conforming Changes, (Civ) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower Seller of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv3.6(d) below and (D)yvy) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender Purchaser (or group of LendersPurchasers) pursuant to this Section 2.07(ge3.6(c), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or making any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Transaction Document, except, in each case, as expressly required pursuant to this Section 2.07(ge3.6(c).. FOURTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Lead Borrower and the Lenders of (A)ii) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, and (Biiiii) the effectiveness of any Benchmark Replacement Conforming Changes, (C) Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Lead Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv2.14(e) below and (D)yivy) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Lead Borrower, Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge2.14 (and any relevant defined terms), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.07(ge)2.14.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A)ii) the implementation any occurrence of any a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-In Election, as applicable, its related Benchmark Replacement Date and the related Benchmark Replacement, (Biiii) the effectiveness of any Benchmark Replacement Conforming Changes, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (xiii) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(ivparagraph (d) below and (D)yiv) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Administrative Agent as set forth in this Section 2.07(ge) 4.6 may be provided, at the option of the Administrative Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, of any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge)4.6, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Transaction Document, except, in each case, as expressly required pursuant to this Section 2.07(ge)4.6.

Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrower and the Lenders of (A)ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (Biiii) the effectiveness of any Benchmark Replacement Conforming Changes, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (xiii) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv(d) below and (D)yiv) the commencement of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) 2.22 may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements any Benchmark Replacement or Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge)2.22, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan DocumentAgreement, except, in each case, as expressly required pursuant to this Section 2.07(ge)2.22.

Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrower and the Lenders in writing of (A)ii) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (Biiiii) the effectiveness of any Benchmark Replacement Conforming Changes, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (xiv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv(d) below and (D)yv) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge)§4.16 including, including without limitation, any determination with respect to a tenor, rate or adjustment adjustment, or implementation of any Benchmark Replacement Conforming Changes, or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding on all parties hereto absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.07(ge)§4.16 and shall not be a basis of any claim of liability of any kind or nature by any party hereto, all such claims being hereby waived individually by each party hereto.

Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrower and the Lenders in writing of (A)ii) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (Biiiii) the effectiveness of any Benchmark Replacement Conforming Changes, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (xiv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv(d) below and (D)yv) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge)4.9 including, including without limitation, any determination with respect to a tenor, rate or adjustment adjustment, or implementation of any Benchmark Replacement Conforming Changes, or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding on all parties hereto absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.07(ge)4.9 and shall not be a basis of any claim of liability of any kind or nature by any party hereto, all such claims being hereby waived individually be each party hereto.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A)ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (Biiii) the effectiveness of any Benchmark Replacement Conforming Changes, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (xiii) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv(d) below and (D)yiv) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any Any notice required to be delivered by the Administrative Agent as set forth in this Section 2.07(ge) 2.13 may be provided, at the option of the Administrative Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, of any amendment which implements any Benchmark Replacement or Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge)2.13, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.07(ge)2.13.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A)ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (Biiii) the effectiveness of any Benchmark Replacement Conforming Changes, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv) below and (D)y) the commencement of any Benchmark Unavailability Period. For the avoidance of doubt, unless otherwise expressly provided for in this Section 1.09, any notice required to be delivered by the Administrative Agent as set forth in this Section 2.07(ge) titled “Benchmark Replacement Setting” may be provided, at the option of the Administrative Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, of any amendment which implements any Benchmark Replacement or Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge), titled “Benchmark Replacement Setting” including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selectionaction, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Documenthereto, except, in each case, as expressly required pursuant to this Section 2.07(getitled “Benchmark Replacement Setting”. (d).

Notices; Standards for Decisions and Determinations. The Agent Lead Lender will promptly notify the Borrower and the Lenders Administrative Agent (who shall then give notice to the Lenders) of (A)ii) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (Biiiii) the effectiveness of any Benchmark Replacement Conforming Changes, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (xiv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv(d) below and (D)yv) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge), titled “Benchmark Replacement Setting,” including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.07(ge)titled “Benchmark Replacement Setting.”

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower Borrowers and the Lenders of (A)i1) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event, an Early Opt-in Election, or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date, (2) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (Bii3) the effectiveness of any Benchmark Replacement Conforming Changes, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (x4) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(ivparagraph (v) below and (D)y5) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge), titled “Benchmark Replacement Setting,” including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.07(ge)titled “Benchmark Replacement Setting.”

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A)iA) the any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date, (B) thethe implementation of any Benchmark Replacement Date and the related Benchmark Replacement, and (BiiCB) the effectiveness of any Benchmark Replacement Conforming Changes, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (xD) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(ivparagraph (v) below and (D)yE) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge), titled “Benchmark Replacement Setting,” including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.07(ge)titled “Benchmark Replacement Setting.”.

Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrower Borrowers and the Lenders of (A)ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (Biiii) the effectiveness of any Benchmark Replacement Conforming Changes, (C) Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower Borrowers of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv) below and (D)y) the commencement of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) 2.08 may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, of any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge)2.08, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan DocumentAgreement, except, in each case, as expressly required pursuant to this Section 2.07(ge)2.08.

Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrower and the Lenders in writing of (A)ii) any occurrence of a Benchmark 102175686\V-9 102175686\V-9 US_Active\114487228114490487\V-17 Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (Biiiii) the effectiveness of any Benchmark Replacement Conforming Changes, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv) below Changes and (D)yiv) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or group of Lenders) Lenders pursuant to this Section 2.07(ge)§4.15, 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 or to the other Loan Documents absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Documenthereto, except, in each case, as expressly required pursuant to this Section 2.07(ge)§4.15 and shall not be a basis of any claim of liability of any kind or nature by any party hereto or thereto, all such claims being hereby waived individually by each party hereto and thereto.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A)iiA) anythe 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, (iiB) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (BiiiiiC) the effectiveness of any Benchmark Replacement Conforming Changes, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (xD) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv12.18(d) below and (D)yivE ) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any or Lender (or group of Lenders) pursuant to this Section 2.07(ge), titled “Effect of Benchmark Transition Event12.18,” including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to heretoto this Agreement or any other Loan Transaction Document, except, in each case, as expressly required pursuant to this Section 2.07(ge)titled “Effect12.18.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A)ii) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (Biiiii) the effectiveness of any Benchmark Replacement Conforming Changes, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (xiv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(ivparagraph (de) below and (D)yv) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge)2.30 titled “Benchmark Replacement Setting,”, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.07(ge)2.30 titled “Benchmark Replacement Setting.”.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders in writing of (A)ii) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (Biiiii) the effectiveness of any Benchmark Replacement Conforming Changes, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (xiv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv(e) below and (D)yv) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge), 3.03 including any determination with respect to a tenor, rate or adjustment adjustment, or implementation of any Benchmark Replacement Conforming Changes, or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding on all parties hereto absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.07(ge)3.03 and shall not be a basis of any claim of liability of any kind or nature by any party hereto, all such claims being hereby waived individually be each party hereto.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower Borrowing Agent and the Lenders of (A)i1) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date, (2) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (Bii3) the effectiveness of any Benchmark Replacement Conforming Changes, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (x4) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(ivparagraph (v) below and (D)y5) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge), titled “Benchmark Replacement Setting,” including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.07(ge)titled “Benchmark Replacement Setting.”

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A)ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (Biiii) the effectiveness of any Benchmark Replacement Conforming Changes, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (xiii) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv(d) below and (D)yiv) the commencement of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Administrative Agent as set forth in this Section 2.07(ge) 2.16 may be provided, at the option of the Administrative Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, of any amendment which implements any Benchmark Replacement or Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge), 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 selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Credit Document, except, in each case, as expressly required pursuant to this Section 2.07(ge)2.16.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower Borrowers and the Lenders of (A)ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (Biiii) the effectiveness of any Benchmark Replacement Conforming Changes, (Ciii) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Borrower Company of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv2.17(d) below and (D)yivy) the commencement of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Administrative Agent as set forth in this Section 2.07(ge) 2.17 may be provided, at the option of the Administrative Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, of any amendment which implements any Benchmark Replacement or Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge)2.17, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan DocumentAgreement, except, in each case, as expressly required pursuant to this Section 2.07(ge)2.17.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower Representative and the Lenders of (A)ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (Biiii) the effectiveness of any Benchmark Replacement Conforming Changes, (C) Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv) below and (D)y) the commencement of any Benchmark Unavailability PeriodReplacement Conforming Changes. For the avoidance of doubt, any notice required to be delivered by the the. The Administrative Agent as set forth in this Section 2.07(ge) 2.24 may be provided, at the option of the Administrative Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, of any amendment which implements any Benchmark Replacement or Benchmark Replacement Conforming ChangesChangeswill notify the Borrower Representative and the Lenders of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 2.23(d) and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge)2.242.23, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Documenthereto, except, in each case, as expressly required pursuant to this Section 2.07(ge)2.242.23.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders Group Agents of (A)ii) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement(ii, (Biiiii) the effectiveness of any Benchmark Replacement Conforming Changes, (C) Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv) below and (D)y) the commencement of any Benchmark Unavailability PeriodReplacement Conforming Changes. For the avoidance of doubt, any notice required to be delivered by the Administrative Agent as set forth in this Section 2.07(ge) 4.06 may be provided, at the option of the Administrative Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, of any amendment which implements any Benchmark Replacement or Benchmark Replacement Conforming ChangesChangesand (iv) the commencement or conclusion 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 clause (d) below. 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 2.07(ge)4.06, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Transaction Document, except, in each case, as expressly required pursuant to this Section 2.07(ge)4.06.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A)ii) the (i)(i)any occurrence of a Benchmark Transition Event, (ii)(ii)the implementation of any Benchmark Replacement Date and the related Benchmark Replacement(ii), (Bii) the iii)(iii)the effectiveness of any Benchmark Replacement Conforming Changes, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv) below and (D)y) the commencement of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Administrative Agent as set forth in this Section 2.07(ge) 2.13 may be provided, at the option of the Administrative Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, of any amendment which implements any Benchmark Replacement or Benchmark Replacement Conforming Changes, (iv)(iv)the removal or reinstatement of any tenor of a Benchmark pursuant to clause (f) below and (v)(v)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 2.07(ge)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 heretoto this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.07(ge)2.13.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower Parent Borrowers and the Lenders of (A)ii) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt- in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, and (Biiiii) the effectiveness of any Benchmark Replacement Conforming Changes, (Civ) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Parent Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv2.26(d) below and (D)yvy) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge)titled “Benchmark Replacement,”2.26, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.07(getitled “Benchmark Replacement.”2.26. (d).

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A)ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (Biiii) the effectiveness of any Benchmark Replacement Conforming Changes, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (xiii) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv(d) below and (D)yiv) the commencement of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Administrative Agent as set forth in this Section 2.07(ge) 2.08 may be provided, at the option of the Administrative Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, of any amendment which implements any Benchmark Replacement or Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge)2.08, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.07(ge)2.08.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower Borrowers and the Lenders Banks of (A)ii) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (Biiiii) the effectiveness of any Benchmark Replacement Conforming Changes, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (xiv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(ivparagraph (e) below and (D)yv) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. 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 2.07(ge), titled “Benchmark Replacement Setting,” including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.07(getitled “Benchmark Replacement Setting.” (v).

Notices; Standards for Decisions and Determinations. The Facility Agent will promptly notify the Borrower PMI and the Lenders of (A)ii) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (Biiiii) the effectiveness of any Benchmark Replacement Conforming Changes, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (xiv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv(e) below and (D)yv) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Agent Facility Agent, or, if applicable, PMI or any Lender (or group of Lenders) pursuant to this Section 2.07(ge)2.8, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan DocumentAgreement, except, in each case, as expressly required pursuant to this Section 2.07(ge2.8. For the avoidance of doubt, any notice required to be delivered by the Facility Agent as set forth in this Section 2.8 may be provided, at the option of the Facility Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of any amendment which implements any Benchmark Replacement or Conforming Changes.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A)ii) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (Biiiii) the effectiveness of any Benchmark Replacement Conforming Changes, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (xiv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(ivparagraph (e) below and (D)yv) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge), titled “Benchmark Replacement Setting,” including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.07(ge)titled “Benchmark Replacement Setting.”

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower Borrowers and the Lenders of (A)ii) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (Biiiii) the effectiveness of any Benchmark Replacement Conforming Changes, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (xiv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(ivparagraph (e) below and (D)yv) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge)4.6 [Benchmark Replacement Setting], including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.07(ge).4.6 [Benchmark Replacement Setting]. ​ ​ ​

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower Agent and the Lenders of (A)ii) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (Biiiii) the effectiveness of any Benchmark Replacement Conforming Changes, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (xiv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(ivparagraph (e) below and (D)yv) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge), titled “Benchmark Replacement Setting,” including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.07(ge)titled “Benchmark Replacement Setting.”

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A)ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (Biiii) the effectiveness of any Benchmark Replacement Conforming Changes, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv) below and (D)y) the commencement of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge)4.15 including, including without limitation, any determination with respect to a tenor, rate or adjustment adjustment, or implementation of any Benchmark Replacement Conforming Changes, the timing of implementation of any Benchmark Replacement or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selectionaction, will be conclusive and binding on all parties hereto absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.07(ge4.15, and shall not be a basis of any claim of liability of any kind or nature by any party hereto, all such claims being hereby waived individually by each party hereto. (e) Unavailability of Tenor of Benchmark. At any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or USD LIBOR), then the Administrative Agent may remove any tenor of such Benchmark that is unavailable or non-representative for such Benchmark (including any Benchmark Replacement) settings and (ii) if such tenor becomes available or representative, the Administrative Agent may reinstate any previously removed tenor for such Benchmark (including any Benchmark Replacement) settings.