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

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (d) below and (E) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive 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.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A) any the occurrence of a Benchmark Transition Event and its related Benchmark Replacement Transition Start Date, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark ReplacementChanges, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (dSection 12.18(d) below and (E) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any or Lender (or group of Lenders) pursuant to this SectionSection 12.18, 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 Transaction Document, except, in each case, as expressly required pursuant to this SectionSection 12.18.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (Bi) the implementation of any Benchmark Replacement, Replacement and (Cii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement, . The Administrative Agent will (Dx) promptly notify the Borrower of the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (dSection 2.20(d) below and (Ey) notify the Borrower promptly following the Administrative Agent’s knowledge of 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 SectionSection 2.20, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this SectionSection 2.20.

Notices; Standards for Decisions and Determinations. The Administrative Agent Designated Party will promptly notify the Borrower each other party hereto (and the Lenders each other “Liquidity Provider” under each other Liquidity Facility) of (Ai) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark ReplacementChanges, (Div) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph clause (d) below and (Ev) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) Designated Party pursuant to this Section2.11, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document except, in each case, as expressly required pursuant to this SectionSection 2.11 (and the definitions used herein).

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

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower Company and the Lenders of (Ai) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (d) below and (Eiv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent oror Required Lenders, if applicablein each case with the consent of the Company (such consent not to be unreasonably withheld or delayed), any Lender (or group of Lenders) pursuant to this SectionSection 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 selectionaction, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document hereto, except, in each case, as expressly required pursuant to this SectionSection 2.22.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (Ai) 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, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark ReplacementChanges, (Div) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph clause (de) below and (Ev) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this SectionSection 2.20, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this SectionSection 2.20.

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

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A1) any occurrence of a Benchmark Transition Event Event, a Term SOFR Transition Event, an Early Opt-in Election, or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date, (B2) the implementation of any Benchmark Replacement, (C3) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark ReplacementChanges, (D4) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (dv) below and (E5) 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, Section titled “Benchmark Replacement Setting,” including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this SectionSection titled “Benchmark Replacement Setting.”

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower Borrower, the Collateral Manager, the Collateral Custodian and the Lenders of (A) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark ReplacementChanges, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (dSection 12.1(a)(4) below and (E) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) Lenders pursuant to this SectionSection 12.1, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document Transaction Document, except, in each case, as expressly required pursuant to this SectionSection 12.1.

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

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (Ai) any the occurrence of a Benchmark Transition Event and its related Benchmark Replacement DateEvent, (Bii) the implementation of any Benchmark Replacement, Replacement and (Ciii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement, . The Administrative Agent will promptly notify the Borrower of (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (dclause(d) below and (Ey) 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 SectionSection 2.20, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this SectionSection 2.20.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (Ai) any occurrence of (A) a Benchmark Transition Event or, as the case may be, an Early Opt-in Election and its related (B) the Benchmark Replacement DateDate with respect thereto, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark ReplacementChanges, (Div) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph clause (d) below and (Ev) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its (or their their) sole discretion and without consent from any other party to this Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this SectionSection 2.21.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower Holdings and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (Bi) the implementation of any USD Benchmark Replacement, Replacement and (Cii) the effectiveness of any USD Benchmark Replacement Conforming Changes Changes. For the avoidance of doubt, any notice required to be delivered by the Administrative Agent as set forth in connection this Section 2.14 may be provided, at the option of the Administrative Agent with the useconsent of Holdings (not to be unreasonably withheld), administrationin one or more notices and may be delivered together with, adoption or implementation of a Benchmark Replacement, (D) the removal or reinstatement as part of any tenor of a amendment which implements any USD Benchmark pursuant to paragraph (d) below and (E) the commencement of any Replacement or USD Benchmark Unavailability PeriodReplacement 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, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selectionaction, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document hereto, except, in each case, as expressly required pursuant to this SectionSection 2.14.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (Ai) any occurrence of a Benchmark Transition Event Event, a Term SOFR Transition Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark ReplacementChanges, (Div) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (de) below and (Ev) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section, Section titled “Benchmark Replacement Setting,” including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document (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 SectionSection titled “Benchmark Replacement Setting.”

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (Ai) any the occurrence of a Benchmark Transition Event and its related Benchmark Replacement DateEvent, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement, Replacement and (Div) 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 paragraph (d) below and (E) the commencement of any Benchmark Unavailability PeriodSection 1.07(d). Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this SectionSection 1.07, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this SectionSection 1.07.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (Ai) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement DateEvent, (Bii) the implementation of any Benchmark Replacement, Replacement and (Ciii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement, . Administrative Agent will promptly notify Borrower of (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph clause (de) below and (Ey) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this SectionSection 4.03, 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 Credit Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this SectionSection 4.03.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower Borrower, the Lenders, the Servicer and the Lenders Equityholder (with a copy to the Collateral Agent) of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (Bi) the implementation of any Benchmark Replacement, Replacement and (Cii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Borrower of, (DA) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (d) below this Section 2.18 and (EB) 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 SectionSection 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 Facility Document, except, in each case, as expressly required pursuant to this SectionSection 2.18.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (Ai) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark ReplacementChanges, (Div) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph clause (d) below and (Ev) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive 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 Agreement, except, in each case, as expressly required pursuant to this Section.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event Event, a Term SOFR Transition Event, or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark ReplacementChanges, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph clause (div) below and (E) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section, Section 2.17(b) including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this SectionSection 2.17(b).

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

Notices; Standards for Decisions and Determinations. The Administrative Agent (in consultation with the Borrower) will promptly notify the Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (B) the implementation of any Benchmark Replacement, and (CB) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement, . The Administrative Agent will notify the Borrower of (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (div) below and (Ey) 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 SectionSection 3.03(b), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document except, in each case, as expressly required pursuant to this SectionSection 3.03(b).

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (B1) the implementation of any Benchmark Replacement, (C2) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of Term SOFR or a Benchmark Replacement, and (D3) the commencement or conclusion of any Benchmark Unavailability Period. The Administrative Agent will notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (dSection 2.10(g)(iv) below and (Ey) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this SectionSection 2.10(g), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this SectionSection 2.10(g).

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (Ai) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark ReplacementChanges, (Div) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph clause (d) below and (Ev) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this SectionSection 2.17, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this SectionSection 2.17.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower Borrower, the Lenders, the Collateral Manager, the Collateral Agent and the Lenders Equityholder of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (Bi) the implementation of any Benchmark Replacement, Replacement and (Cii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement, . The Administrative Agent will notify the Borrower of (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (dSection 2.18(f) below and (Ey) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this SectionSection 2.18(e), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence nonoccurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document Facility Document, except, in each case, as expressly required pursuant to this SectionAgreement.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (Bi) the implementation of any Benchmark Replacement, Replacement and (Cii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement, . The Agent will notify the Borrower of (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (dSection 2.07(e)(iv) below and (Ey) 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(e) 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 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 SectionSection 2.07(e), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive 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 Document, except, in each case, as expressly required pursuant to this SectionSection 2.07(e).

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (Ai) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (B) Date and the implementation of any related Benchmark Replacement, (Cii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark ReplacementChanges, (Diii) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph clause (div) below and (Eiv) 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 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 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 SectionSection 3.07, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this SectionSection 3.07.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event Event, a Term SOFR Transition Event, or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark ReplacementChanges, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph clause (div) below below, and (E) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section, Section 2.17(b) including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this SectionSection 2.17(b).

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders in writing of (Ai) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (d) below and (Eiv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) Lenders pursuant to this SectionSection 2.16(c) including, including without limitation, any determination with respect to a tenor, comparable replacement rate or adjustment adjustment, or implementation of any Benchmark Replacement Rate Conforming Changes, or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selectionaction, will be conclusive and binding on all parties hereto absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document hereto, except, in each case, as expressly required pursuant to this SectionSection titled “Effect of Benchmark Transition Event” 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 (Ai) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event and its related Benchmark Replacement Dateor an Early Opt-in Election, as applicable, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark ReplacementChanges, (Div) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph clause (df) below and (Ev) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section, Section 2.14 including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this SectionSection 2.14.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (Ai) any occurrence implementation of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the useChanges, administration, adoption or implementation of a Benchmark Replacement, and (Div) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph clause (d) below and (E) the commencement of any Benchmark Unavailability Periodbelow. Any determination, decision or election that may be made by the Administrative Agent Agent, the Borrower or, if applicable, any Lender (or group of Lenders) pursuant to this SectionSection 2.14, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this SectionSection 2.14.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event Replacement Date and its the related Benchmark Replacement DateReplacement, (B) the implementation effectiveness of any Benchmark ReplacementReplacement Conforming Changes, (C) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph clause (div) below and (ED) 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(g) 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 SectionSection 2.07(g), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this SectionSection 2.07(g).

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark ReplacementChanges, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (dSection 2.14(c)(iv) below and (E) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this SectionSection 2.14(c), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole reasonable discretion and without consent from any other party to this Agreement or any other Loan Document Agreement, except, in each case, as expressly required pursuant to this SectionSection 2.14(c).

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower Borrowers and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (Bi) the implementation of any Benchmark Replacement, Replacement and (Cii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement, . The Administrative Agent will notify the Borrowers of (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (dSection 2.16(d) below and (Ey) the commencement of any Benchmark Unavailability Period. Any notice required to be delivered by the Administrative Agent as set forth in this Section 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 any amendment which implements any Benchmark Replacement or 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 SectionSection 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 Document Document, except, in each case, as expressly required pursuant to this SectionSection 2.16.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower Agent and the Lenders of (Ai) any occurrence of a Benchmark Transition Event or a Term SOFR Transition Event, as applicable, and its related Benchmark Replacement Date, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark ReplacementChanges, (Div) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph subsection (de) below and (Ev) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive 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 of the Loan Document Documents, except, in each case, as expressly required pursuant to this SectionSection 2.17.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (Ai) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark ReplacementChanges, (Div) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph clause (d) below and (Ev) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this SectionSection 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 Document, except, in each case, as expressly required pursuant to this SectionSection 2.18.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower Borrower, the Lenders, the Investment Advisor, the Collateral Agent and the Lenders Equityholder of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (B) the implementation of any Benchmark Replacement, Replacement and (CB) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement, . The Administrative Agent will notify the Borrower of (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (d) below this Section 2.18 and (Ey) 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 SectionSection 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 Facility Document, except, in each case, as expressly required pursuant to this SectionSection 2.18.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower Borrower, the Lenders, the Servicer, the Equityholder and the Lenders and the Equityholder (with a copy to the Collateral Agent) of (Ai) 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 and Benchmark Transition Start Date, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacementand, (Div) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph clause (df) below and (Ev) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this SectionSection 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 heretoto this Agreement or any other Loan Document Facility Document, except, in each case, as expressly required pursuant to this SectionSection 2.18.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (Ai) any the occurrence of a Benchmark Transition Event and its related Benchmark Replacement DateEvent, (Bii) the implementation of any Benchmark Replacement, Replacement and (Ciii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement, . The Administrative Agent will promptly notify the Borrower of (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph clause (d) below and (Ey) 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 SectionSection 2.20, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this SectionSection 2.20.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower Representative and the Lenders of (Ai) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark ReplacementChanges, (Div) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph clause (de) below and (Ev) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this SectionSection 3.3, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this SectionSection 3.3.

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

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower Company and the Lenders of (Ai) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (B) Date and the implementation of any related Benchmark Replacement, (Cii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark ReplacementChanges, (Diii) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph clause (d) below and (Eiv) 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 2.18 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 Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this SectionSection 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 Agreement, except, in each case, as expressly required pursuant to this SectionSection 2.18.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (Ai) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (d) below and (Eiv) the commencement or conclusion of any Benchmark Unavailability Period, provided that the failure to give such notice under this clause (iv) shall not affect the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent oror Lenders, if applicablein each case in consultation with the Borrower, any Lender (or group of Lenders) pursuant to this SectionSection 2.17(b), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selectionaction, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document hereto, except, in each case, as expressly required pursuant to this SectionSection 2.17(b).

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Parent Borrower and the Lenders of (Ai) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark ReplacementChanges, (Div) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph clause (de) below and (Ev) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicableAgent, any Lender (or group of Lenders) and/or the Parent Borrower, as applicable, pursuant to this SectionSection 1.10, 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 Document, except, in each case, as expressly required pursuant to this SectionSection 1.10.

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

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

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Administrative Borrower and the Lenders of (A1) 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, (B2) the implementation of any Benchmark Replacement, (C3) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark ReplacementChanges, (D4) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (dSection 2.12(d)(iii)(D) below and (E5) 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 SectionSection 2.12(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 Document, except, in each case, as expressly required pursuant to this SectionSection 2.12(d)(iii).

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Lead Borrower and the Lenders of (Ai) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark ReplacementChanges, (Div) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph clause (de) below and (Ev) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this SectionSection 2.14, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this SectionSection 2.14.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders each Lender of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (B) the implementation of any Benchmark Replacement, Replacement and (CB) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement, . The Agent will notify the Borrower of (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph Section 2.8(c)(iv) (dUnavailability of Tenor of Benchmark) below and (Ey) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Borrower or the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this SectionSection 2.8(c) (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 Document hereto, except, in each case, as expressly required pursuant to this SectionSection 2.8(c) (Benchmark Replacement Setting).

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (d) below and (E) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive 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.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower Borrowers and the Lenders of (Ai) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (B) Date and the implementation of any related Benchmark Replacement, (Cii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark ReplacementChanges, (Diii) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph clause (d) below and (Eiv) 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 2.21 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 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 SectionSection 2.21, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document Agreement, except, in each case, as expressly required pursuant to this SectionSection 2.21.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (Ai) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark ReplacementChanges, (Div) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (dSection 2.14(c)(iv) below and (Ev) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this SectionSection 2.14(c), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selectionaction, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this SectionSection 2.14(c).

Notices; Standards for Decisions and Determinations. The Administrative Agent (acting at the direction of the Required Lenders) will promptly notify the Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (Bi) the implementation of any Benchmark Replacement, Replacement and (Cii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement, . The Administrative Agent will notify the Borrower of (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (dclause 3.03(h) below and (Ey) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent in consultation with the Borrower or, if applicable, any Lender (or group of Lenders) pursuant to this Sectionthe Benchmark Replacement Setting Clauses, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole reasonable discretion and without consent from any other party to this Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this SectionAgreement.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower Borrower, the Lenders, the Servicer, the Collateral Agent and the Lenders Equityholder of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (Bi) the implementation of any Benchmark Replacement, Replacement and (Cii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement, . The Administrative Agent will notify the Borrower of (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (dSection 2.18(f) below and (Ey) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this SectionSection 2.18(e), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence nonoccurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document Facility Document, except, in each case, as expressly required pursuant to this SectionAgreement.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (Bi) the implementation of any Benchmark Replacement, and (Cii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of, (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to [Innovex] 2nd A&R Credit Agreement 84 paragraph (div) below and (Ey) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this SectionSection 3.8(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 Other Document except, in each case, as expressly required pursuant to this SectionSection 3.8(b).

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (Ai) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark ReplacementChanges, (Div) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph clause (d) below and (Ev) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this SectionSection 3.10, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document Credit Document, except, in each case, as expressly required pursuant to this SectionSection 3.10.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event Event, a Term SOFR Transition Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date, (B) the thethe implementation of any Benchmark Replacement, and (CCB) the effectiveness of any Benchmark Replacement Conforming Changes Changes, (D) in connection with the use, administration, adoption or implementation of a Benchmark Replacement, (D) . The Administrative Agent will promptly notify the Borrower of the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (dSection 4.8(c)(iv) below and (E) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this SectionSection 4.8(c), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this SectionSection 4.8(c).

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower Borrowers and the Lenders of (Ai) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (B) Date and the implementation of any related Benchmark Replacement, (Cii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark ReplacementChanges, (Diii) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph clause (de) below and (Eiv) 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 1.08 may be provided, at the option of the Administrative Agent (in its reasonable 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, in consultation with Xxxx. 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 SectionSection 1.08, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole reasonable discretion and without consent from any other party to this Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this SectionSection 1.08.

Notices; Standards for Decisions and Determinations. The Administrative Agent (acting at the direction of the Majority Lenders) will promptly notify the Borrower and the Lenders (with a copy to all Lenders) of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (Bi) the implementation of any Benchmark Replacement, (Cii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement, (Diii) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (dSection 2.11(d) below and (Eiv) 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 SectionSection 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, (x) in the case of any determination, decision or election by the Administrative Agent pursuant to this Section 2.11, will be made at the written direction of the Majority Lenders, and (y) in the case of any determination, decision or election by any Lender (or group of Lenders), if applicable, pursuant to this Section 2.11, may be made in its or their sole discretion, and, in each case, will be conclusive 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 Document, except, in each case, as expressly required pursuant to this SectionSection 2.11.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of the implementation of (Ai) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date and Benchmark Transition Start Date, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark ReplacementChanges, (Div) the commencement or conclusion of any Benchmark Unavailability Period. The Agent will notify the Borrower and the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (d) below and (E) the commencement of any Benchmark Unavailability PeriodBenchmark. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) Lenders pursuant to this SectionSection 4.9, including including, without limitation, any determination with respect to a tenor, rate or adjustment or implementation of any 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 Document, except, in each case, as expressly required pursuant to this 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 and the applicable Lenders of (Aw) 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, (Cx) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark ReplacementChanges, (Dy) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph clause (div) below and (Ez) 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 2.17(a) may be provided, at the option of the Administrative Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this SectionSection 2.17(a), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this SectionSection 2.17(a).

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower Borrowers and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (Bi) the implementation of any Benchmark Replacement, Replacement and (Cii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement, . The Administrative Agent will notify the Borrowers of (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (dSection 2.24(d) below and (Ey) the commencement of any Benchmark Unavailability Period. Any notice required to be delivered by the Administrative Agent as set forth in this Section 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 any amendment which implements any Benchmark Replacement or 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 SectionSection 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 Document, except, in each case, as expressly required pursuant to this SectionSection 2.24.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (Ai) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark ReplacementChanges, (Div) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph clause (d) below and (Ev) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this SectionSection 2.14, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this SectionSection 2.14.

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

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark ReplacementChanges, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (dSection 10.6(b)(iv) below and (E) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this SectionSection 10.6(b), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this SectionSection 10.6(b).

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Administrative Borrower and the Lenders of the written notice by the Required Lenders of (A1) 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, (B2) the implementation of any Benchmark Replacement, and (C32) the effectiveness of any Benchmark Replacement Conforming Changes in connection with Changes, and (4) the use, administration, adoption commencement or implementation conclusion of a any Benchmark Replacement, (D) Unavailability Period. Agent will promptly notify Borrower of the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (d) below and (E) the commencement of any Benchmark Unavailability PeriodSection 2.8(d)(iii)(D). Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) Required Lenders pursuant to this Section, Section 2.8(d)(iii) including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to heretoto this Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this SectionSection 2.8(d)(iii).

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

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (Bi) the implementation of any Benchmark Replacement, Replacement and (Cii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement, . The Administrative Agent will notify the Borrower of (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph Section 2.25(d) (dBenchmark Replacement Setting) below and (Ey) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this SectionSection 2.25 (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 Document, except, in each case, as expressly required pursuant to this SectionSection 2.25 (Benchmark Replacement Setting).

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders Banks of (A) 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, (C) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark ReplacementChanges, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph clause (dv) below and (E) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender Bank (or group of LendersBanks) pursuant to this SectionSection 5.2(b), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this SectionSection 5.2(b).

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (Ai) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark ReplacementChanges, (Div) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph clause (d) below and (Ev) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this SectionSection 3.10, 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 Loan Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this SectionSection 3.10.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders Lender of (Ai) any occurrence of a Benchmark Transition Event Event, a Term SOFR Transition Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark ReplacementChanges, (Div) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (dSection 4.06(e) below and (Ev) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any applicable the Lender (or group of Lenders) pursuant to this SectionSection 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 Document Transaction Document, except, in each case, as expressly required pursuant to this SectionSection 4.06.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower Seller and the Lenders Purchasers of (Ai) any occurrence of a Benchmark Transition Event Event, a Term SOFR Transition Event, an Early Opt-in Election or Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark ReplacementChanges, (Div) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph clause (de) below and (Ev) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this SectionSection 4.5, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive 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 the Seller, except, in each case, as expressly required pursuant to this SectionSection 4.5.

Notices; Standards for Decisions and Determinations. The Administrative Agent Buyer will promptly notify the Borrower and the Lenders Seller of (Ai) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark ReplacementChanges, (Div) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph clause (d) below and (Ev) the commencement or conclusion of any Benchmark Unavailability Period. Upon its receipt of such notice, Seller shall, at its option and in its sole and absolute discretion, either (1) terminate all of the Transactions and repurchase all of the Purchased Assets without being required to pay any Non-Use Fees or (2) agree to such Benchmark Replacement. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) Buyer pursuant to this SectionSection 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 Buyer’s 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 Sectionabsolute discretion.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (Ai) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark ReplacementChanges, (Div) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph clause (d) below and (Ev) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section, Section 11.6 including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this SectionSection 11.6.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower Borrowers and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (Bi) the implementation of any Benchmark Replacement, Replacement and (Cii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (d) below and (E) the commencement of any Benchmark Unavailability PeriodChanges. 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 SectionSection 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 their, as applicable, sole discretion and without consent from any other party to this Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this 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 and the Lenders of (A) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark ReplacementChanges, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph clause (div) below and (E) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this SectionSection 2.14(b), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this SectionSection 2.14(b).

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (Ai) 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, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark ReplacementChanges, (Div) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (dSection 4.06(d) below and (Ev) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) the Majority Group Agents pursuant to this SectionSection 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 Document Transaction Document, except, in each case, as expressly required pursuant to this SectionSection 4.06.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower Company and the Lenders of (Ai) any the occurrence of a Benchmark Transition Event Event, (ii) the implementation of any Benchmark Replacement and its related Benchmark Replacement Date, (B) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement, Replacement and (Div) the commencement or conclusion of any Benchmark Unavailability Period. The Administrative Agent will promptly notify the Company of the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (d) below and (E) the commencement of any Benchmark Unavailability PeriodSection 1.12(d). Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this SectionSection 1.12, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this SectionSection 1.12.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (Ai) 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, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark ReplacementChanges, (Div) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph clause (de) below and (Ev) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this SectionSection 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 Document, except, in each case, as expressly required pursuant to this SectionSection 2.13.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (Ai) 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, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark ReplacementChanges, (Div) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph clause (dg) below and (Ev) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section, Section 2.10 including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document Credit Document, except, in each case, as expressly required pursuant to this SectionSection 2.10.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (Ai) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark ReplacementChanges, (Div) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph clause (df) below and (Ev) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to clauses (b) through (g) of this SectionSection 3.03, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to clauses (b) through (g) of this SectionSection 3.03.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (Ai) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark ReplacementChanges, (Div) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph clause (d) below and (Ev) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this SectionSection 2.14(b), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this SectionSection 2.14(b).

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders Group Agents of (Ai) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark ReplacementChanges, (Div) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph clause (d) below and (Ev) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender Group Agent (or group of LendersGroup Agents) pursuant to this SectionSection 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 Document Transaction Document, except, in each case, as expressly required pursuant to this SectionSection 4.06.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower Borrowers’ Agent and the Lenders of (Ai) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark ReplacementChanges, (Div) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph clause (d) below and (Ev) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this SectionSection 4.15, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this SectionSection 4.15.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Parent Borrower and the Lenders of (Ai) 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, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark ReplacementChanges, (Div) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (de) below and (Ev) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this SectionSection 3.08, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this SectionSection 3.08.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Lead Borrower and the Lenders of (Aa) any occurrence implementation of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (Bb) the implementation of any Benchmark Replacement, (Cc) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the useChanges, administration, adoption or implementation of a Benchmark Replacement, and (Dd) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph clause (da)(iv) below and (E) the commencement of any Benchmark Unavailability Periodbelow. Any determination, decision or election that may be made by the Administrative Agent Agent, the Lead Borrower or, if applicable, any Lender (or group of Lenders) pursuant to this SectionSection 2.14, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this SectionSection 2.14.

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

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders in writing of (Ai) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (d) below and (Eiv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) Lenders pursuant to this SectionSection 2.18, 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 Document hereto, except, in each case, as expressly required pursuant to this SectionSection 2.18 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) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (Bi) the implementation of any Benchmark Replacement, Replacement and (Cii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (d) below and (E) the commencement of any Benchmark Unavailability PeriodChanges. 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 SectionSection 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 their, as applicable, sole discretion and without consent from any other party to this Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this 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 and the Lenders of (A) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark ReplacementChanges, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (dSection 8.21(d) below and (E) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this SectionSection 8.21, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this SectionSection 8.21.

Notices; Standards for Decisions and Determinations. The Applicable Administrative Agent will promptly notify the Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (Bi) the implementation of any XXXXX Benchmark Replacement, Replacement and (Cii) the effectiveness of any XXXXX Conforming Changes in connection with the use, administration, adoption or implementation of a XXXXX Benchmark Replacement, . The Applicable Administrative Agent will notify the Borrower of (Dx) the removal or reinstatement of any tenor of a XXXXX Benchmark pursuant to paragraph (dSection 3.03(d)(iv) below and (Ey) the commencement of any XXXXX Benchmark Unavailability Period. Any determination, decision or election that may be made by the Applicable Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section, Section 3.03(d) including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this SectionSection 3.03(d).

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (Ai) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark ReplacementChanges, (Div) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph clause (d) below and (Ev) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this SectionSection 2.19, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this SectionSection 2.19.

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

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (Ai) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark ReplacementChanges, (Div) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph clause (d) below and (Ev) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this SectionSection 1.6, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this SectionSection 1.6.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower Borrowers and the Lenders of (Ai) any occurrence of a Benchmark Transition Event Event, a Term SOFR Transition Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date, (Bii) the implementation of any Benchmark Replacement, and (Ciii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark ReplacementChanges, (Div) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (d) Section 3.4.4.5 below and (Ev) the commencement or conclusion of any Benchmark Unavailability Period. The Administrative Agent will notify the Borrowers of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 3.4.4.5 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, Section 3.4.4 including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this SectionSection 3.4.4.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (Ai) 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, (Bii) the implementation of any Benchmark Replacement, (Ciii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark ReplacementChanges, (Div) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph clause (d) below and (Ev) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this SectionSection 2.27, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-non- occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this SectionSection 2.27.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark ReplacementChanges, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (dSection 2.14(e) below and (E) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this SectionSection 2.14, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this SectionSection 2.14.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower Borrower, the Lenders, the Collateral Manager and the Lenders Equityholder of (AAi) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (B, (ii) the implementation of any Benchmark Replacement, (CCiii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacementand (D, (Div) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph clause (dD) below and (Ev) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) Lenders pursuant to this SectionSection 2(p), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their theirthe Administrative Agent's sole discretion and without consent from any other party to this Agreement or any other Loan Document hereto, except, in each case, as expressly required pursuant to this SectionSection 2(p).

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (Ai) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement DateEvent, (Bii) the implementation of any Benchmark Replacement, Replacement and (Ciii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement, . The Administrative Agent will notify the Borrower of (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (dSection 3.07(d) below and (Ey) 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 SectionSection 3.07, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document Document, except, in each case, as expressly required pursuant to this SectionSection 3.07.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Term Lenders of (Ai) any the occurrence of a an Other Benchmark Transition Event Election and its related Benchmark Replacement Date, (Bii) the implementation of any Benchmark Replacement, Replacement and (Ciii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement, . The Administrative Agent will notify the Borrower of (Dx) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (dSection 3.09(d) below and (Ev) the commencement of any Benchmark Unavailability PeriodPeriod with respect to the Term B Facility. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) the Term B Lenders pursuant to this SectionSection 3.09, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document except, in each case, as expressly required pursuant to this Section.114