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

Notices; Standards for Decisions and Determinations. The Deal Agent will promptly notify the Borrower and the Lender of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Deal Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to this Section 2.17 and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Deal Agent or, if applicable, the Lender pursuant to this Section 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 Transaction Document, except, in each case, as expressly required pursuant to this Section 2.17.

Notices; Standards for Decisions and Determinations. The Deal Administrative Agent will promptly notify the Borrower and the Lender Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement and Replacement, (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Deal Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to this Section 2.17 and (yiv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Deal Administrative Agent or, if applicable, the Lender or Lenders pursuant to this Section 2.17Section, including any determination with respect to a tenor, rate or adjustment or of 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 shall be made in good faith and shall be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Transaction Documenthereto, except, in each case, as expressly required pursuant to this Section 2.17Section.

Notices; Standards for Decisions and Determinations. The Deal Administrative Agent will shall promptly notify the Borrower and the Lender Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement and Replacement, (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Deal Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to this Section 2.17 and (yiv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Deal Administrative Agent or, if applicable, or the Lender Requisite Lenders pursuant to this Section 2.17Exhibit J, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selectionaction, will shall be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Transaction Documenthereto, except, in each case, as to the prior written approval of the Borrower and as otherwise expressly required pursuant to the provision of this Section 2.17.Exhibit J.

Notices; Standards for Decisions and Determinations. The Deal Administrative Agent will promptly notify the Borrower and the Lender Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement and Replacement, (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Deal Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to this Section 2.17 and (yiv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Deal Administrative Agent or, if applicable, the Lender or Lenders pursuant to this Section 2.178.01(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 Transaction Documenthereto, except, in each case, as expressly required pursuant to this Section 2.178.01(b).

Notices; Standards for Decisions and Determinations. The Deal Administrative Agent will promptly notify the Borrower and the Lender Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement and Replacement, (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Deal Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to this Section 2.17 and (yiv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Deal Administrative Agent or, if applicable, the Lender or Lenders pursuant to this Section 2.1710.03, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selectionaction, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Transaction Documenthereto, except, in each case, as expressly required pursuant to this Section 2.1710.03.

Notices; Standards for Decisions and Determinations. The Deal Administrative Agent will promptly notify the Borrower and the Lender Term Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement and Replacement, (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Deal Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to this Section 2.17 and (yiv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Deal Administrative Agent or, if applicable, the Lender or Term Lenders pursuant to this Section 2.172.19, 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 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 Transaction Documenthereto, except, in each case, as expressly required pursuant to this Section 2.172.19.

Notices; Standards for Decisions and Determinations. The Deal Administrative Agent will promptly notify the Borrower Seller, the Servicer and the Lender each Purchaser Agent of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement and Replacement, (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the useChanges, administration, adoption or implementation of a Benchmark Replacement. The Deal Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to this Section 2.17 and (yiv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Deal Administrative Agent or, if applicable, and the Lender Seller pursuant to this Section 2.172.5, 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 selectionaction, will be conclusive and binding absent manifest error and may be made in its or their the Administrative Agent’s sole discretion and without consent from any other party to this Agreement Purchaser Agent, any Purchaser or any other Transaction Documentthe Servicer, except, in each case, as expressly required pursuant to this Section 2.172.5.

Notices; Standards for Decisions and Determinations. The Deal Administrative Agent will shall promptly notify the Borrower and the Lender Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement and Replacement, (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Deal Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to this Section 2.17 and (yiv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Deal Administrative Agent or, if applicable, or the Lender Requisite Lenders pursuant to this Section 2.17Exhibit M, including any determination with respect to a tenor, rate or adjustment or of 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 shall be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Transaction Documenthereto, except, in each case, as to the prior written approval of the Borrower and as otherwise expressly required pursuant to the provision of this Section 2.17.Exhibit M.

Notices; Standards for Decisions and Determinations. The Deal Administrative Agent will promptly notify the Borrower and the Lender Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Deal Administrative Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to this Section 2.17 3.04(c) and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Deal Administrative Agent or, if applicable, the Lender pursuant to this Section 2.173.04(c), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Transaction Loan Document, except, in each case, as expressly required pursuant to this Section 2.173.04(c)(iii).

Notices; Standards for Decisions and Determinations. The Deal Administrative Agent will promptly notify the Borrower and the Lender Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement and Replacement, (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Deal Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to this Section 2.17 and (yiv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Deal Administrative Agent or, if applicable, the Lender or Lenders pursuant to clauses (b) – (e) of this Section 2.17, 5.2. including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selectionaction, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Transaction Documenthereto, except, in each case, as expressly required pursuant to this Section 2.17Section.

Notices; Standards for Decisions and Determinations. The Deal Administrative Agent will promptly notify the Borrower and the Lender Lenders of (iA) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (B) the implementation of any Benchmark Replacement and Replacement, (iiC) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Deal Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to this Section 2.17 and (yD) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Deal Administrative Agent or, if applicable, the Lender or Lenders pursuant to this Section 2.17clause (b)(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 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 Transaction Documenthereto, except, in each case, as expressly required pursuant to this Section 2.17clause (b)(iii).

Notices; Standards for Decisions and Determinations. The Deal Administrative Agent will shall promptly notify the Borrower and the Lender Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement and Replacement, (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Deal Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to this Section 2.17 and (yiv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Deal Administrative Agent or, if applicable, the Lender or Lenders pursuant to this Section 2.17Exhibit N, including any determination with respect to a tenor, rate or adjustment or of 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 shall be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Transaction Documenthereto, except, in each case, as expressly required pursuant to the provision of this Section 2.17.Exhibit N.

Notices; Standards for Decisions and Determinations. The Deal Term Agent will promptly notify the Borrower Representative and the Lender Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement and Replacement, (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Deal Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to this Section 2.17 and (yiv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Deal Term Agent or, if applicable, the Lender or Term Lenders pursuant to this Section 2.179.4, 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 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 Transaction Documenthereto, except, in each case, as expressly required pursuant to this Section 2.179.4.

Notices; Standards for Decisions and Determinations. The Deal Administrative Agent will promptly notify the Borrower and the Lender Lenders of (iw) any occurrence of a Benchmark Transition Event, or an Early Opt-in Election, as applicable, (x) the implementation of any Benchmark Replacement and Replacement, (iiy) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Deal Agent will promptly notify the Borrower of and (xz) the removal or reinstatement of any tenor of a Benchmark pursuant to this Section 2.17 and clause (yvi) the commencement of any Benchmark Unavailability Periodbelow. Any determination, decision or election that may be made by the Deal Administrative Agent or, if applicable, the any Lender (or group of Lenders) pursuant to this Section 2.172.12(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 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 Transaction Loan Document, except, in each case, as expressly required pursuant to this Section 2.17.2.12(d). (vi)

Notices; Standards for Decisions and Determinations. The Deal Administrative Agent will promptly notify the Borrower and the Lender Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement Replacement, (iii) and (ii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Deal Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to this Section 2.17 and (yiv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Deal Administrative Agent or, if applicable, the Lender or Lenders pursuant to this Section 2.173.08, 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 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 Transaction Documenthereto, except, in each case, as expressly required pursuant to clauses (b) through (e) of this Section 2.173.08 (including in the definitions of defined terms used in such clauses).

Notices; Standards for Decisions and Determinations. The Deal Administrative Agent will promptly notify the Borrower and the Lender Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement and Replacement, (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Deal Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to this Section 2.17 and (yiv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Deal Administrative Agent or, if applicable, the Lender or Lenders pursuant to this Section 2.174.2., including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selectionaction, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Transaction Documenthereto, except, in each case, as expressly required pursuant to clauses (b) through (e) of this Section 2.174.2 (including in the definitions of defined terms used in such clauses).

Notices; Standards for Decisions and Determinations. The Deal Administrative Agent will promptly notify the Borrower and the Lender Lenders of (iA) the implementation of any Benchmark Replacement and (iiB) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Deal Administrative Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to this Section 2.17 and (y) the commencement of any Benchmark Unavailability Period3.10(c)(iv). Any determination, decision or election that may be made by the Deal Administrative Agent or, if applicable, the any Lender (or group of Lenders) pursuant to this Section 2.173.10(c), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Transaction Credit Document, except, in each case, as expressly required pursuant to this Section 2.173.10(c).

Notices; Standards for Decisions and Determinations. The Deal Administrative Agent will promptly notify the Borrower and the Lender Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement and Replacement, (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Deal Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to this Section 2.17 and (yiv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Deal Administrative Agent or, if applicable, the Lender or Lenders pursuant to this Section 2.172.11(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 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 Transaction Documenthereto, except, in each case, as expressly required pursuant to this Section 2.172.11(g).

Notices; Standards for Decisions and Determinations. The Deal US Administrative Agent will promptly notify the Borrower Borrowers and the Lender Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement and Replacement, (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Deal Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to this Section 2.17 and (yiv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Deal US Administrative Agent or, if applicable, the Lender or Lenders pursuant to this Section 2.172.4(c)(xiv), including any determination with respect to a tenor, rate or adjustment or of 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 Transaction Documenthereto, except, in each case, as expressly required pursuant to this Section 2.172.4(c)(xiv).

Notices; Standards for Decisions and Determinations. The Deal Agent Lender will promptly notify the Borrower and the Lender of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement and Replacement, (iiiii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Deal Agent will promptly notify the Borrower of , (xiv) the removal or reinstatement of any tenor of a Benchmark pursuant to this Section 2.17 4.8.4, and (yv) the commencement of any Benchmark Unavailability Period. Any reasonable determination, decision or election that may be made by the Deal Agent or, if applicable, the Lender pursuant to this Section 2.174.8.3, 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 Transaction Loan Document, except, in each case, as expressly required pursuant to this Section 2.174.8.3.

Notices; Standards for Decisions and Determinations. The Deal Agent will promptly notify the Borrower Guarantor and the Lender Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable with respect to any Available Currency, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement and Replacement, (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Deal Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to this Section 2.17 and (yiv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Deal Agent or, if applicable, or the Lender Lenders pursuant to this Section 2.17, 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 Transaction Documenthereto, except, in each case, as expressly required pursuant to this Section 2.172.22.

Notices; Standards for Decisions and Determinations. The Deal Administrative Agent will promptly notify the Borrower and the Lender Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Deal Administrative Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to this Section 2.17 2.24(d) and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Deal Administrative Agent or, if applicable, the Lender pursuant to this Section 2.172.24, 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 Transaction Loan Document, except, in each case, as expressly required pursuant to this Section 2.172.24.

Notices; Standards for Decisions and Determinations. The Deal Administrative Agent will promptly notify the Borrower Borrowers and the Lender Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement and Replacement, (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Deal Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to this Section 2.17 and (yiv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Deal Administrative Agent or, if applicable, the Lender or Lenders pursuant to this Section 2.178.01(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 Transaction Documenthereto, except, in each case, as expressly required pursuant to this Section 2.178.01(b).

Notices; Standards for Decisions and Determinations. The Deal Administrative Agent will promptly notify the Borrower and the Lender Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement and Replacement, (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Deal Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to this Section 2.17 and (yiv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Deal Administrative Agent or, if applicable, or the Lender Lenders pursuant to this Section 2.172.15(h), including any determination with respect to a tenor, rate or adjustment or of 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 Transaction Documenthereto, except, in each case, as expressly required pursuant to this Section 2.172.15(h).

Notices; Standards for Decisions and Determinations. The Deal Administrative Agent will promptly notify the Borrower and the Lender Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement and Replacement, (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Deal Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to this Section 2.17 and (yiv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Deal Administrative Agent or, if applicable, the Lender or Lenders pursuant to this Section 2.172.09(h), including any determination with respect to a tenor, rate or adjustment or of 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 Transaction Documenthereto, except, in each case, as expressly required pursuant to this Section 2.172.09(h).

Notices; Standards for Decisions and Determinations. The Deal Administrative Agent will promptly notify the Borrower and the Lender Lenders of (iA) the implementation of any Benchmark Replacement and (iiB) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Deal Administrative Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to this Section 2.17 and (y) the commencement of any Benchmark Unavailability Period2.11(c)(iv). Any determination, decision or election that may be made by the Deal Administrative Agent or, if applicable, the any Lender (or group of Lenders) pursuant to this Section 2.172.11(c), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Transaction Credit Document, except, in each case, as expressly required pursuant to this Section 2.172.11(c).

Notices; Standards for Decisions and Determinations. The Deal Administrative Agent will promptly notify the Borrower and the Lender Lenders in writing of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement and Replacement, (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Deal Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to this Section 2.17 and (yiv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Deal Administrative Agent or, if applicable, the Lender or Lenders pursuant to this Section 2.173.3(b), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selectionaction, will be conclusive and binding absent manifest error and may be made in its or their sole commercially reasonable discretion and without consent from any other party to this Agreement or any other Transaction Documenthereto, except, in each case, as expressly required pursuant to this Section 2.173.3(b), including providing required notices to Borrower.

Notices; Standards for Decisions and Determinations. The Deal Administrative Agent will promptly notify the Borrower and the Lender Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement and Replacement, (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Deal Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to this Section 2.17 and (yiv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Deal Administrative Agent or, if applicable, the Lender or Lenders pursuant to this Section 2.17, Sections 4.2.(b)-(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 Transaction Documenthereto, except, in each case, as expressly required pursuant to this Section 2.17Sections 4.2.(b)-(e).

Notices; Standards for Decisions and Determinations. The Deal Administrative Agent will promptly notify the Borrower and the Lender Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Event, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement and Replacement, (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Deal Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to this Section 2.17 and (yiv) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Deal Agent or, if applicableAdministrative Agent, the Lender Lenders or the Majority Group Agents pursuant to this Section 2.17, 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 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 Transaction Documenthereto, except, in each case, as expressly required pursuant to this Section 2.174.06.

Notices; Standards for Decisions and Determinations. The Deal Administrative Agent will promptly notify the Borrower and the Lender Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement and Replacement, (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Deal Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to this Section 2.17 and (yiv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Deal Administrative Agent or, if applicable, the Lender or Lenders pursuant to this Section 2.17, Sections 3.03(b) through 3.03(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 Transaction Documenthereto, except, in each case, as expressly required pursuant to this Section 2.17Sections 3.03(b) through 3.03(e).

Notices; Standards for Decisions and Determinations. The Deal Administrative Agent will promptly notify the Borrower Borrowers and the Lender Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement and Replacement, (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Deal Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to this Section 2.17 and (yiv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Deal Administrative Agent or, if applicable, the Lender or Lenders pursuant to this Section 2.172.11(b), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any 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 Transaction Documenthereto, except, in each case, as expressly required pursuant to this Section 2.172.11(b).

Notices; Standards for Decisions and Determinations. The Deal Administrative Agent will promptly notify all the Borrower and the Lender parties hereto in writing in advance (if feasible) of (i) any occurrence of (A) an Indexa Benchmark Transition Event or, as the case may be, an Early Opt-in Election and (B) the Benchmark Replacement Index Date with respect thereto, (ii) the implementation of any Benchmark Replacement Index, and (iiiii) the effectiveness of any Benchmark Replacement Index Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Deal Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to this Section 2.17 and (y) the commencement of any Benchmark Unavailability PeriodChanges. Any determination, decision or election that may be made by the Deal Administrative Agent or, if applicable, the Lender pursuant to this Section 2.1712.01(c)-(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 and, except as expressly provided herein, may be made in its or their the USActive 55323723.458318056.5 29 Administrative Agent’s sole discretion and without consent from any other party to this Agreement or any other Transaction Document, except, in each case, as expressly required pursuant to this Section 2.17.

Notices; Standards for Decisions and Determinations. The Deal Administrative Agent will promptly notify the Borrower and the Lender Lenders of (iA) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (B) the implementation of any Benchmark Replacement and Replacement, (iiC) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Deal Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to this Section 2.17 and (yD) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Deal Administrative Agent oror Lenders, if as applicable, the Lender pursuant to this Section 2.173.03(c), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selectionaction, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Transaction Documenthereto, except, in each case, as expressly required pursuant to this Section 2.173.03(c).

Notices; Standards for Decisions and Determinations. The Deal Administrative Agent will promptly notify the Borrower Borrowers and the Lender Lenders of (iA) the implementation of any Benchmark Replacement and (iiB) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Deal Administrative Agent will promptly notify the Borrower Borrowers of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to this Section 2.17 and (y) the commencement of any Benchmark Unavailability Period2.11(c)(iv). Any determination, decision or election that may be made by the Deal Administrative Agent or, if applicable, the any Lender (or group of Lenders) pursuant to this Section 2.172.11(c), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Transaction Loan Document, except, in each case, as expressly required pursuant to this Section 2.17herein.

Notices; Standards for Decisions and Determinations. The Deal Administrative Agent will promptly notify the Borrower and the Lender Lenders of (iA) the implementation of any Benchmark Replacement and (iiB) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Deal Administrative Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to this Section 2.17 and (y) the commencement of any Benchmark Unavailability Period2.14(c)(iv). Any determination, decision or election that may be made by the Deal Administrative Agent or, if applicable, the any Lender (or group of Lenders) pursuant to this Section 2.172.14(c), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Transaction Credit Document, except, in each case, as expressly required pursuant to this Section 2.172.14(c).

Notices; Standards for Decisions and Determinations. The Deal Administrative Agent will promptly notify the Borrower and the Lender Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement and Replacement, (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Deal Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to this Section 2.17 and (yiv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Deal Agent or, if applicableAdministrative Agent, the Lender Borrower or the Lenders pursuant to this Section 2.172.15(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 Transaction Documenthereto, except, in each case, as expressly required pursuant to this Section 2.172.15(b).

Notices; Standards for Decisions and Determinations. The Deal Administrative Agent will promptly notify the Borrower and the Lender Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement and Replacement, (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Deal Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to this Section 2.17 and (yiv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Deal Administrative Agent or, if applicable, the Lender or Lenders pursuant to this Section 2.173.08, 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 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 Transaction Documenthereto, except, in each case, as expressly required pursuant to this Section 2.17.3.08. 

Notices; Standards for Decisions and Determinations. The Deal Administrative Agent will promptly notify the Borrower and the Lender Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement and Replacement, (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the useChanges, administration, adoption or implementation of a Benchmark Replacement. The Deal Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to this Section 2.17 and (yiv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Deal Administrative Agent or, if applicable, the Lender or Lenders pursuant to this Section 2.172.11(a), including any determination with respect to a tenor, rate rate, or adjustment adjustment, or of the occurrence or non-occurrence of an event, circumstance 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 Transaction Documenthereto, except, in each case, as expressly required pursuant to this Section 2.172.11(a).

Notices; Standards for Decisions and Determinations. The Deal Administrative Agent will promptly notify the Borrower and the Lender Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement and Replacement, (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the useChanges, administration, adoption or implementation of a Benchmark Replacement. The Deal Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to this Section 2.17 and (yiv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Deal Administrative Agent or, if applicable, the Lender or Lenders pursuant to this Section 2.17, including any determination with respect to a tenor, rate rate, or adjustment adjustment, or of the occurrence or non-occurrence of an event, circumstance 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 Transaction Documenthereto, except, in each case, as expressly required pursuant to this Section 2.17.

Notices; Standards for Decisions and Determinations. The Deal Agent will promptly notify the Borrower and the Lender Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement and Replacement, (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Deal Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to this Section 2.17 and (yiv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Deal Agent or, if applicable, or Lenders (in consultation with the Lender Borrower) pursuant to this Section 2.172.16, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selectionaction, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Transaction Documenthereto, except, in each case, as expressly required pursuant to this Section 2.172.16.

Notices; Standards for Decisions and Determinations. The Deal Administrative Agent will promptly notify the Administrative Borrower and the Lender Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt‐in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement and Replacement, (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Deal Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to this Section 2.17 and (yiv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Deal Administrative Agent or, if applicable, the Lender or Lenders pursuant to this Section 2.172.06, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence non‐occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selectionaction, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Transaction Documenthereto, except, in each case, as expressly required pursuant to this Section 2.172.06.

Notices; Standards for Decisions and Determinations. The Deal Administrative Agent will promptly notify the Borrower and the Lender Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Deal Administrative Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to this Section 2.17 3.04(c) and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Deal Administrative Agent or, if applicable, the Lender pursuant to this Section 2.173.04(c), 135 including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Transaction Loan Document, except, in each case, as expressly required pursuant to this Section 2.173.04(c)(iii).

Notices; Standards for Decisions and Determinations. The Deal Administrative Agent will promptly notify the Borrower and the Lender Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement and Replacement, (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Deal Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to this Section 2.17 and (yiv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Deal Administrative Agent or, if applicable, the Lender or Lenders pursuant to this Section 2.172.16(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 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 Transaction Documenthereto, except, in each case, as expressly required pursuant to this Section 2.172.16(g).

Notices; Standards for Decisions and Determinations. The Deal Administrative Agent will promptly notify the Lead Borrower and the Lender Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement and Replacement, (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Deal Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to this Section 2.17 and (yiv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Deal Administrative Agent or, if applicable, the Lender or Lenders pursuant to this Section 2.17SECTION 2.10(b), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any 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 Transaction Documenthereto, except, in each case, as expressly required pursuant to this Section 2.17SECTION 2.10(b).

Notices; Standards for Decisions and Determinations. The Deal Administrative Agent will promptly notify the Borrower and the Lender of Lenders of: (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date; (ii) the implementation of any Benchmark Replacement and Replacement; (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Deal Agent will promptly notify the Borrower of Changes; and (x) the removal or reinstatement of any tenor of a Benchmark pursuant to this Section 2.17 and (yiv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Deal Administrative Agent or, if applicable, the Lender or Lenders pursuant to this Section 2.172.12(3), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selectionaction, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Transaction Documenthereto, except, in each case, as expressly required pursuant to this Section 2.172.12(3).

Notices; Standards for Decisions and Determinations. The Deal Administrative Agent will promptly notify the Borrower Borrowers and the Lender Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement and Replacement, (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the useChanges, administration, adoption or implementation of a Benchmark Replacement. The Deal Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to this Section 2.17 and (yiv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Deal Administrative Agent or, if applicable, the Lender or Lenders pursuant to this Section 2.175.2(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 Transaction Documenthereto, except, in each case, as expressly required pursuant to this Section 2.175.2(e).

Notices; Standards for Decisions and Determinations. The Deal Administrative Agent will promptly notify the Borrower and the Lender Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement and Replacement, (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the useChanges, administration, adoption or implementation of a Benchmark Replacement. The Deal Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to this Section 2.17 and (yiv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Deal Administrative Agent or, if applicable, the Lender or Lenders pursuant to this Section 2.173.03(b), including any determination with respect to a tenor, rate rate, or adjustment adjustment, or of the occurrence or non-occurrence of an event, circumstance 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 Transaction Documenthereto, except, in each case, as expressly required pursuant to this Section 2.173.03(b).

Notices; Standards for Decisions and Determinations. The Deal Administrative Agent will promptly notify the Borrower and the Lender Lenders of (iA) 733301099 15483412 any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (B) the implementation of any Benchmark Replacement and Replacement, (iiC) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Deal Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to this Section 2.17 and (yD) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Deal Administrative Agent or, if applicable, the Lender or Lenders pursuant to this Section 2.172.09(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 Transaction Documenthereto, except, in each case, as expressly required pursuant to this Section 2.172.09(e).

Notices; Standards for Decisions and Determinations. The Deal Administrative Agent will promptly notify the Borrower and the Lender Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement and Replacement, (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Deal Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to this Section 2.17 and (yiv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Deal Administrative Agent or, if applicable, the Lender or Lenders pursuant to this Section 2.172.14(b), 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 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 Transaction Documenthereto, except, in each case, as expressly required pursuant to this Section 2.172.14(b).

Notices; Standards for Decisions and Determinations. The Deal Agent Facility Servicer will promptly notify the Administrative Agent, the Borrower and the Lender Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement and Replacement, (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Deal Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to this Section 2.17 and (yiv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Deal Agent or, if applicable, the Lender Facility Servicer or Lenders pursuant to this Section 2.172.15, 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 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 Transaction Documenthereto, except, in each case, as expressly required pursuant to this Section 2.172.15.

Notices; Standards for Decisions and Determinations. The Deal Agent will promptly notify the Borrower and the Lender of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Deal Administrative Agent will promptly notify the Borrower of (xi) any occurrence of a Benchmark Transition, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to this Section 2.17 clause (d) below and (yv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Deal Administrative Agent or, if applicable, the Lender pursuant to this Section 2.171.07, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Transaction Documentthe Borrower, except, in each case, as expressly required pursuant to this Section 2.171.07.

Notices; Standards for Decisions and Determinations. The Deal Administrative Agent will promptly notify the Borrower Sellers and the Lender Purchaser Agents of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement and Replacement, (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the useChanges, administration, adoption or implementation of a Benchmark Replacement. The Deal Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to this Section 2.17 and (yiv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Deal Administrative Agent or, if applicable, the Lender or Purchaser Agents pursuant to this Section 2.172.5, 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 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 Transaction Documenthereto, except, in each case, as expressly required pursuant to this Section 2.172.5.

Notices; Standards for Decisions and Determinations. The Deal Administrative Agent will promptly notify the Borrower and the Lender Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement and Replacement, (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Deal Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to this Section 2.17 and (yiv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Deal Administrative Agent or, if applicable, or the Lender Lenders pursuant to this Section 2.172.14(f), including any determination with respect to a tenor, rate or adjustment or of 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 Transaction Documenthereto, except, in each case, as expressly required pursuant to this Section 2.172.14(f).

Notices; Standards for Decisions and Determinations. The Deal Administrative Agent will shall promptly notify the Borrower and the Lender Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement and Replacement, (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Deal Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to this Section 2.17 and (yiv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Deal Administrative Agent or, if applicable, the Lender or Lenders pursuant to this Section 2.17Exhibit J, including any determination with respect to a tenor, comparable replacement rate or adjustment or of 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 shall be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Transaction Documenthereto, except, in each case, as expressly required pursuant to the provision of this Section 2.17.Exhibit J.

Notices; Standards for Decisions and Determinations. The Deal Administrative Agent will promptly notify the Borrower and the Lender Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement and Replacement, (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Deal Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to this Section 2.17 and (yiv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Deal Administrative Agent or, if applicable, the Lender or Lenders pursuant to this Section 2.172.12(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 Transaction Documenthereto, except, in each case, as expressly required pursuant to this Section 2.172.12(b).

Notices; Standards for Decisions and Determinations. The Deal Administrative Agent will promptly notify the Borrower and the Lender Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement and Replacement, (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Deal Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to this Section 2.17 and (yiv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Deal Administrative Agent or, if applicable, the Lender or Lenders pursuant to this Section 2.17Error! Reference source not found., including any determination with respect to a tenor, rate or adjustment or of 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 Transaction Documenthereto, except, in each case, as expressly required pursuant to this Section 2.17.Error! Reference source not found.. 45