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

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

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

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A)i1) the implementation of any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (2) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (Bii3) the effectiveness of any Benchmark Replacement Conforming Changes, (C) Changes in connection with the use, administration, adoption or implementation of Term SOFR or a Benchmark Replacement, and (43) 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 clause Section 2.07(e)(iv2.10(g)(iv) below and (D)yy) the commencement of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent oror the, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge2.10(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 heretoto this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.07(ge2.10(g).

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A)ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (Biiii) the effectiveness of any Benchmark Replacement Conforming Changes, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (xiii) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv(d) below and (D)yiv) the commencement of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Administrative Agent as set forth in this Section 2.07(ge) titled “Benchmark Replacement Setting” may be provided, at the option of the Administrative Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, of any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge), [2.13] 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 Documentthe Borrower, except, in each case, as expressly required pursuant to this Section 2.07(ge)[2.13] titled “Benchmark Replacement Setting.”

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

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

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

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

Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrower Borrowing Agent and the Lenders of (A)ii) the any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date, (ii) thethe implementation of any Benchmark Replacement Date and the related Benchmark Replacement, and (Biiiiiii ) the effectiveness of any Benchmark Replacement Conforming Changes, (Civ) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower Borrowing Agent of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(ivparagraph (d) below and (D)yvy) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender [PHI Group] Revolving Credit, Term Loan and Security Agreement (or group of Lenders) pursuant to this Section 2.07(ge)3.8.2, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Otherother Loan Document, except, in each case, as expressly required pursuant to this Section 2.07(ge)3.8.2.

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

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

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A)iA) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (Bii) B the effectiveness of any Benchmark Replacement Conforming Changes, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv(iv) below and (D)yD) the commencement of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Administrative Agent as set forth in this Section 2.07(ge) titled “Benchmark Replacement Setting” may be provided, at the option of the Administrative Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, of any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge6.8(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, except, in each case, as expressly required pursuant to this Section 2.07(ge6.8(c).

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

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

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

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders in writing of (A)ii) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii)of the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (Biiiii) and the effectiveness of any Benchmark Replacement Conforming Changes, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacementiv). The Administrative Agent will notify the Borrower of (x) and the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv(d) below and (D)yv) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge)titled “Benchmark Replacement Setting,”2.22, including including, without limitation, any determination with respect to a tenor, rate or adjustment adjustment, or implementation of any Benchmark Replacement Conforming Changes, or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding on all parties hereto absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan DocumentDocumenthereto, except, in each case, as expressly required pursuant to this Section 2.07(ge)titled “Benchmark Replacement Setting” and shall not be a basis of any claim of liability of any kind or nature by any party hereto, all such claims being hereby waived individually be each party hereto2.22.

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

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

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

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

Notices; Standards for Decisions and Determinations. The Agent will promptly notify the US Borrower and the Lenders Banks of (A)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, (Bi) the implementation of any Benchmark Replacement Date and the related relevant Benchmark Replacement, and (BiiCii) the effectiveness of any Benchmark Replacement Replacementrelevant Conforming Changes, (C) Changes in connection with the use, administration, adoption or implementation of a any relevant Benchmark Replacement. The Agent will notify the US Borrower of (x) the removal or reinstatement of any tenor of a any relevant Benchmark pursuant to clause Section 2.07(e)(iv2.03(d)(iv) below and (D)yDy) the commencement or conclusion of any Benchmark Unavailability Period. For , provided that the avoidance failure to give such notice under this clause (D) shall not affect the commencement or conclusion of doubt, anyof any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements any applicable relevant Benchmark Replacement or Benchmark Conforming ChangesUnavailability Period. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender Bank (or group of LendersBanks) pursuant to this Section 2.07(ge2.03(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 heretoto this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.07(ge2.03(d).. 270034751 270134563

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

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

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

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

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

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

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

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower Borrower, the Collateral Agent and the Lenders of (A)ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (Biiii) the effectiveness of any Benchmark Replacement Conforming Changes, (C) Changes in connection with the use, administration, adoption or implementation of a Benchmark ReplacementReplacement Conforming Changes, (iii). The Administrative Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv(d) below and (D)yiv) the commencement of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Administrative Agent as set forth in this Section 2.07(ge) titled “Benchmark Replacement Setting” may be provided, at the option of the Administrative Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, of any amendment which implements any Benchmark Replacement or Benchmark Conforming ChangesChangesSection 2.13(d). Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge), [2.13] 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 the Borrowerany other party to this Agreement or any other Loan Transaction Document, except, in each case, as expressly required pursuant to this Section 2.07(ge)[2.13] titled “Benchmark Replacement Setting.”

Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrower CompanyBorrower and the Lenders of (A)ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, and (Biiii) the effectiveness of any Benchmark Replacement Conforming Changes, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (xiii) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv(d) below and (D)yiv) the commencement of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) titled “LIBOR Successor Rate”2.21 may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, of any amendment which implements any Benchmark Replacement or Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge)titled “LIBOR Successor Rate,”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 DocumentNote, except, in each case, as expressly required pursuant to this Section 2.07(ge)titled “LIBOR Successor Rate.”2.21.

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

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

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

Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Administrative Borrower and the Lenders of (A)i1) <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, (2) >the implementation of any Benchmark Replacement Date Replacement<,> and the related Benchmark Replacement, (Bii<3>2) the effectiveness of any <Benchmark Replacement >Conforming Changes, (C) <,> in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Administrative Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv2.12(d)(iii)(D) below and (D)y<4>y) the commencement <or conclusion >of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge2.12(d)(iii), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party <hereto>to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.07(ge2.12(d)(iii).

Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrower Company and the Lenders of (A)ii) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, and (Biiiii) the effectiveness of any Benchmark Replacement Conforming Changes, (C) Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower Company of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv2.22(d) below and (D)yivy ) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Agent oror Required Lenders, in each case with the consent of the Company (such consent not to be unreasonably withheld or delayed),, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge)2.22, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to heretoto this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.07(ge)2.22.

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

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

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

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

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

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

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

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

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

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

Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrower Company and the Lenders of (A)ii) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable with respect to any Available Currency, and itsBenchmark Replacement Date and the related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (Biiiii), (ii) the effectiveness of any Benchmark Replacement Conforming Changes, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (xiii) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv(d) below and (D)yiv) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) 2.21 may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, of any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Agent oror the, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge)2.21, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to heretoto this Agreement or any other Loan DocumentAgreement, except, in each case, as expressly required pursuant to this Section 2.07(ge)2.21.

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

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

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

Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrower Seller, Purchasers and the Lenders Purchaser Agents of (A)ii) any occurrence of a Benchmark Transition Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date, (ii) (i) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (Biiiii) and (ii) the effectiveness of any Benchmark Replacement Conforming Changes, (C) Changes in connection with the use, administration, adoption or implementation of a Benchmark ReplacementReplacement Conforming Changes, (iv) . The Agent will notify the Borrower Seller of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv(eSection 4.5(d) below and (D)yv) (y) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender PurchasersPurchaser or the Purchaser Agents (or group groups of LendersPurchasers or Purchaser Agents) pursuant to this Section 2.07(ge)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 Transaction Document, except, in each case, as expressly required pursuant to this Section 2.07(ge)4.5.

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

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

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

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

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

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

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

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

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

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

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

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A)ii) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (Biiiii) the effectiveness of any Benchmark Replacement Conforming Changes, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (xiv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(ivparagraph (d) below and (D)yv) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge), titled “Benchmark Replacement Setting,” including any determination with respect to a tenor, rate or adjustment or of the 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 60 may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.07(ge)titled “Benchmark Replacement Setting.”

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

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

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower Transferor and the Lenders Series 2017-VFN Noteholders of (A)ii) the any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its relatedthe implementation of any Benchmark Replacement Date Date,and the related Benchmark Replacement, (Biiii) the effectiveness of any Benchmark Replacement Conforming Changes, (C) Changes in connection with the use, administration, adoption or implementation of a anya Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes,. The Administrative Agent will notify the Borrower Transferor of (xivx) the removal or reinstatement of any tenor of a Benchmark pursuant to clause this Section 2.07(e)(iv2.8(dc) below and (D)yvy) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender theany Series 2017-VFN Noteholder (or group of LendersSeries 2017-VFN Noteholders) pursuant to this Section 2.07(ge)2.8, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Transaction Document, except, in each case, as expressly required pursuant to this Section 2.07(ge)2.8.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A)ii) the implementation of any occurrence of a Benchmark Transition Event or an Early Optin Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (Biiiii) the effectiveness of any Benchmark WORKAMER\37666573.v3 56 Replacement Conforming Changes, (C) in Changes andin connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Borrower of (xivx) the removal commencementremoval or reinstatement conclusionreinstatement of any tenor of a Benchmark pursuant Unavailability Period, provided that the failure to give such notice under this clause (iii) shall not affectpursuant to Section 2.07(e)(iv3.03(e) below and (D)yy) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge3.03(a), 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 heretoto this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.07(ge3.03(a).

Notices; Standards for Decisions and Determinations. The Deal Agent will promptly notify the Borrower of (i) any occurrence of a Benchmark Transition Event or a Term SOFR Transition Event, as applicable, and its related Benchmark Replacement Date, (ii) theand the Lenders of (A)ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, and (Biiiiiii) the effectiveness of any Benchmark Replacement Conforming Changes, (Civ) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Deal Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv2.11(d) below and (D)yvy) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Agent Deal Agent, or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge)2.11, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from the Borrower or any other party to heretoto this Agreement or any other Loan Transaction Document, except, in each case, as expressly required pursuant to this Section 2.07(ge)2.11.

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

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

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

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders in writing of (A)ii) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii)of the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (Biiiii) and the effectiveness of any Benchmark Replacement Conforming Changes, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacementiv). The Administrative Agent will notify the Borrower and the Lenders of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv(d) below and (D)yv) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge)titled “Benchmark Replacement Setting2.22,” including, including without limitation, any determination with respect to a tenor, rate or adjustment adjustment, or implementation of any Benchmark Replacement Conforming Changes, or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding on all parties hereto absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan DocumentDocumenthereto, except, in each case, as expressly required pursuant to this Section 2.07(ge)titled “Benchmark Replacement Setting” and shall not be a basis of any claim of liability of any kind or nature by any party hereto, all such claims being hereby waived individually be each party hereto2.22.

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

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

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

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

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

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A)ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (Biiii) the effectiveness of any Benchmark Replacement Conforming Changes, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Borrower of (xy) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv2.13(d) below and (D)yz) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Administrative Agent as set forth in this Section 2.07(ge) 2.13 may be provided, at the option of the Administrative Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, of any amendment which implements any Benchmark Replacement or Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge)2.13, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selectionaction, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Documenthereto, except, in each case, as expressly required pursuant to this Section 2.07(ge)2.13.

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

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

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

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

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

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

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

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

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

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A)ii) the any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) thethe implementation of any Benchmark Replacement Date and the related Benchmark Replacement, and (Biiiiiii) the effectiveness of any Benchmark Replacement Conforming Changes, (Civ) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower and the Lenders of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(ivparagraph (e) below and (D)yv) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) may be provided, at the option of the Agent (in its sole discretionPeriodSection 4.2.(b)(iv), 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 clauses (b) through (f) of this Section 2.07(ge)4.2., including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any 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 clausesclause (b) through (f) of this Section 2.07(ge4.2 (including in the definitions of defined terms used in such clauses).

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A)ii) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, and (Biiiiiii) the effectiveness of any Benchmark Replacement Conforming Changes, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Borrower of (xivx) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv(div) below and (D)yvy) the commencement or conclusion of any Benchmark Unavailability Period. For , provided that the avoidance failure to give such notice under this clause (v) shall not affect the commencement or conclusion of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements any Benchmark Replacement or Benchmark Conforming ChangesUnavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07(ge)2.13(b)3.8, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Credit Document, except, in each case, as expressly required pursuant to this Section 2.07(ge2.13(b).

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

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

Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrower and the Lenders in writing of (A)ii) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (Biiiii) the effectiveness of any Benchmark Replacement Conforming Changes, (C) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 2.07(e)(iv) below Changes and (D)yiv) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.07(ge) may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of, any amendment which implements any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or group of Lenders) Lenders pursuant to this Section 2.07(geSections 2.10(g) through (k), 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 Documenthereto, except, in each case, as expressly required pursuant to this Section 2.07(ge)Sections 2.10(g) through (k) and shall not be a basis of any claim of liability of any kind or nature by any party hereto, all such claims being hereby waived individually be each party hereto.

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

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