Decisions and Determinations. Any determination, decision or election that may be made by the Issuer pursuant to this Section 3.19(c) (or pursuant to any capitalized term used in this Section 3.19(c) or in any such capitalized term), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error, may be made in the Issuer's sole discretion, and, notwithstanding anything to the contrary in the Transaction Documents, will become effective without consent from any other party. None of the Issuer, the Owner Trustee, the Indenture Trustee, the Calculation Agent, the Administrator, the Sponsor, the Depositor or the Servicer will have any liability for any determination made by or on behalf of the Issuer pursuant to this Section 3.19(c) (or pursuant to any capitalized term used in this Section 3.19(c) or in any such capitalized term), and each Noteholder and Note Owner, by its acceptance of a Note or a beneficial interest in a Note, will be deemed to waive and release any and all claims against the Issuer, the Owner Trustee, the Indenture Trustee, the Calculation Agent, the Administrator, the Sponsor, the Depositor and the Servicer relating to any such determinations.
Decisions and Determinations. Any determination, decision or election that may be made by the Administrator pursuant to this Section 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, shall be conclusive and binding absent manifest error, may be made in the Administrator’s sole discretion, and, notwithstanding anything to the contrary in the Transaction Documents, shall become effective without consent from any other party or Noteholder and shall not be subject to any of the amendment provisions of the Transaction Documents (including, without limitation, the provisions under Article IX). None of the Issuer, the Owner Trustee, the Indenture Trustee, the Note Paying Agent, the Administrator, the Sponsor, the Depositor or the Servicer shall have any liability for any determination made by or on behalf of the Administrator in connection with a Benchmark Transition Event or a Benchmark Replacement as set forth above, and each Noteholder, by its acceptance of a Note or a beneficial interest in a Note, shall be deemed to waive and release any and all claims against the Issuer, the Owner Trustee, the Indenture Trustee, the Note Paying Agent, the Administrator, the Sponsor, the Depositor or the Servicer relating to any such determinations. Notwithstanding anything in the Transaction Documents to the contrary, upon the delivery of notice to a Responsible Person of the Indenture Trustee and inclusion in a Monthly Investor Report of the information set forth in clauses (i) and (ii) of Section 3.5(a)(iii) in the Transfer and Servicing Agreement, the relevant Transaction Documents shall be deemed to have been amended to reflect the new Unadjusted Benchmark Replacement, Benchmark Replacement Adjustment and/or Benchmark Replacement Conforming Changes without further compliance with the amendment provisions of the relevant Transaction Documents. Neither the Indenture Trustee nor the Owner Trustee will have any liability or obligation with respect to any determination by the Administrator that a Benchmark Transition Event has occurred or the selection of any replacement index.
Decisions and Determinations. Any determination, decision or election that may be made by the Servicer pursuant to Section 4.9(c) or this Section 5.10(c) (or pursuant to any capitalized term used in this Section 5.10(c) or in any such capitalized term), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error, may be made in the Servicer’s sole discretion, and, notwithstanding anything to the contrary in the Basic Documents, will become effective without consent from any other party. None of the Issuer, the Owner Trustee, the Trustee, the Trust Collateral Agent, the Calculation Agent, the Depositor or the Servicer will have any liability for any determination made by or on behalf of the Servicer pursuant to Section 4.9(c) or this Section 5.10(c) (or pursuant to any capitalized term used in this Section 5.10(c) or in any such capitalized term), and each Noteholder and Note Owner, by its acceptance of a Note or a beneficial interest in a Note, will be deemed to waive and release any and all claims against the Issuer, the Owner Trustee, the Trust Collateral Agent, the Calculation Agent, the Depositor and the Servicer relating to any such determinations. For the avoidance of doubt, none of the Owner Trustee, the Trustee, the Trust Collateral Agent, or the Calculation Agent, in any capacity, will have any obligation to determine whether a Benchmark Transition Event or Benchmark Replacement Date has occurred, or to identify a Benchmark Replacement.
Decisions and Determinations. Any determination, decision or election that may be made by Xxxxxxx Mac pursuant to this Section titled “Effect of Benchmark Transition Event — SOFR,” including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error, may be made in Xxxxxxx Mac’s sole discretion, and, notwithstanding anything to the contrary in the documentation relating to the Debt Securities, shall become effective without consent from any other party.
Decisions and Determinations. Any determination, decision or election that may be made by the Issuer or the Benchmark Transition Designee pursuant to this Condition 13.02(c)(ii), including any determination with respect to tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, in each case, solely with respect to any U.S. dollar denominated Floating Rate Covered Bonds calculated by reference to a USD Benchmark:
(i) will be conclusive and binding absent manifest error;
(ii) if made by the Issuer, will be made in the Issuer’s sole discretion;
(iii) if made by the Benchmark Transition Designee, will be made after consultation with the Issuer, and the Benchmark Transition Designee will not make any such determination, decision or election to which the Issuer objects; and
(iv) shall become effective without consent from any other party (including Covered Bondholders), except with respect to Secured Creditors as otherwise provided in this Condition 13.02(c)(ii). Any determination, decision or election pursuant to the benchmark replacement provisions not made by the Benchmark Transition Designee will be made by the Issuer on the basis as described above. The Benchmark Transition Designee shall have no liability for not making any such determination, decision or election absent bad faith or fraud.
Decisions and Determinations. Any determination, decision or election that may be made by the Company or its designee pursuant to the benchmark replacement provisions set forth in this Section 3.05, including any determination with respect to tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection:
(i) will be conclusive and binding absent manifest error;
(ii) if made by the Company, will be made in its sole discretion;
(iii) if made by the Company’s designee, will be made after consultation with the Company, and such designee will not make any such determination, decision or election to which the Company objects; and
(iv) notwithstanding anything to the contrary in the Supplemental Indenture or the Notes, shall become effective without consent from the Holders of the Notes or any other party.
Decisions and Determinations. Any determination, decision or election that may be made by the Required Investors pursuant to the benchmark replacement provisions described in this Section 3(h), including any determination with respect to tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection: (1) will be conclusive and binding absent manifest error; (2) if made by the Required Investors, will be made in its sole discretion; and (3) shall become effective without consent from any other party.
Decisions and Determinations. Any determination, decision or election that may be made by the Issuer or its designee pursuant to this Condition 3(b)(ix), including (without limitation) any determination with respect to a tenor, rate or adjustment or of the occurrence or non- occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error, may be made in the Issuer's or its designee's sole discretion (as applicable), and, notwithstanding anything to the contrary in these Conditions, shall become effective without any requirement for the consent or approval of Noteholders, Couponholders or any other party. Neither the Agent nor the Calculation Agent (if applicable) shall have any responsibility to make any such determinations or exercise discretion with respect to the foregoing. In connection with any Benchmark Replacement Conforming Changes in accordance with this Condition 3(b)(ix), if and for so long as the Notes are admitted to trading and listed on the official list of a stock exchange, the Issuer shall comply with the rules of that stock exchange. The Agent and the Calculation Agent (if applicable) shall be entitled to conclusively rely on any determination made by the Issuer or its designee and, in the absence of fraud, negligence or wilful default, will have no liability for actions taken at the direction of the Issuer or its designee.
Decisions and Determinations. Any determination, decision or election that may be made by Xxxxxxx Mac pursuant to this Section titled “Effect of Benchmark Transition Event - LIBOR,” including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error, may be made in Xxxxxxx Mac’s sole discretion, and, notwithstanding anything to the contrary in the documentation relating to the Debt Securities, shall become effective without consent from any other party. For purposes of whether a Benchmark Replacement or Benchmark Replacement Adjustment can be determined by Xxxxxxx Mac, if a Benchmark Replacement or Benchmark Replacement Adjustment alternative is, in the sole judgement of Xxxxxxx Mac, not administratively feasible, whether due to technical, administrative or operational issues, then such alternative shall be deemed not to be determinable.
Decisions and Determinations. Any determination, decision or election that may be made by the Company or its designee pursuant to the benchmark replacement provisions described herein, including any determination with respect to tenor, rate or adjustment, or the occurrence or non-occurrence of 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 the beneficial owners and Holders of the Notes, the Calculation Agent, the Paying Agent and the Trustee absent manifest error; • if made by the Company, will be made in the Company’s sole discretion; • if made by the Company’s designee (which may be the Company’s affiliate), will be made after consultation with the Company, and such designee (which may be the Company’s affiliate) will not make any such determination, decision or election to which the Company reasonably objects; and • notwithstanding anything to the contrary in the Indenture or the Notes, shall become effective without consent from beneficial owners or the Holders of the Notes, the Calculation Agent, the Paying Agent, the Trustee or any other party. Any determination, decision or election pursuant to the benchmark replacement provisions shall be made by the Company or its designee (which may be the Company’s affiliate) on the basis as described above, and in no event shall the Calculation Agent, the Paying Agent, or the Trustee be responsible for making any such determination, decision or election. As used in this “Effect of Benchmark Transition Event” section with respect to any Benchmark Transition Event and implementation of the applicable Benchmark Replacement and Benchmark Replacement Conforming Changes:
