Common use of Standards for Decisions and Determinations Clause in Contracts

Standards for Decisions and Determinations. The Initial Lender or the Required Lenders, as the case may be, will promptly notify the Administrative Agent, which will then promptly notify the Borrower and the Lenders of (i) 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, (iii) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (iv) the commencement or conclusion of any Benchmark Unavailability Period. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by any Lender (or group of Lenders) or the Administrative Agent, if applicable, pursuant to this Section 2.10 including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.10. Notwithstanding anything in this Agreement to the contrary, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, any determination made by it in connection with the adoption of Benchmark Replacement Conforming Changes or for the impact of such Benchmark Replacement Conforming Changes, nor for the failure to adopt any Benchmark Replacement Conforming Changes due to the failure of the Required Lenders to cooperate in good faith in connection with the determination of any Benchmark Replacement Conforming Changes.

Standards for Decisions and Determinations. The Initial Lender Notwithstanding anything to the contrary in this Agreement or the Required Lendersin any other Transaction Document, as the case may be, will promptly notify the Administrative Agent, which will then promptly notify the Borrower and the Lenders of (i) 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, (iii) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (iv) the commencement or conclusion of any Benchmark Unavailability Period. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by any Lender (or group of Lenders) or the Administrative Agent, if applicable, Purchaser pursuant to this Section 2.10 including Article 6(b), including, but not limited to, any determination of any Benchmark Transition Event, any election to replace the then-current Benchmark (or published component used in the calculation thereof) with a Benchmark Replacement, any Benchmark Notice or any selection of the Benchmark Replacement, the related Benchmark Replacement Adjustment or any related Conforming Changes or any other determination, decision or election with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will shall be conclusive and binding absent manifest error and may may, subject to the express terms of this Agreement, be made in its or their the sole discretion and of Purchaser without consent from the Seller. (i) Any and all payments by or on account of any obligation of Seller under any Transaction Document shall be made without deduction or withholding for any Taxes, except as prescribed by a Requirement of Law. If any Requirement of Law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any payment by Seller, then such deduction or withholding shall be made and the amount so deducted or withheld shall be timely paid to the relevant Governmental Authority in accordance with the applicable Requirement of Law and, if such Tax is an Indemnified Tax, then the sum payable by Seller shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this paragraph (c)) the applicable Purchaser receives an amount equal to the sum it would have received had no such deduction or withholding been made. Seller shall indemnify each Purchaser, within ten (10) days after demand therefor, for the full amount, without duplication, of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this paragraph (c)) payable or paid by such Purchaser or required to be withheld or deducted from a payment to such Purchaser and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to Seller by a Purchaser shall be conclusive absent manifest error. (ii) Any Purchaser or assignee that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Document shall deliver to Seller, at the time or times reasonably requested by Seller, such properly completed and executed documentation reasonably requested by Seller as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Purchaser or assignee, if reasonably requested by Seller, shall deliver such other documentation prescribed by a Requirement of Law or reasonably requested by Seller as will enable Seller to determine whether or not such Purchaser or assignee is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (c)(ii)(A), (c)(ii)(B) and (c)(ii)(D) of this Article) shall not be required if in the Purchaser’s or assignee’s reasonable judgment such completion, execution or submission would subject such Purchaser or assignee to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser or assignee. (A) Any Purchaser or assignee that is a U.S. Person shall deliver to Seller on or prior to the date on which such Purchaser or assignee becomes a Purchaser or assignee under this Agreement (and from time to time thereafter upon the reasonable request of Seller), executed copies of IRS Form W-9 certifying that such Purchaser or assignee is exempt from U.S. federal backup withholding tax. (B) Any Purchaser or assignee that is not a U.S. Person (a “Non-U.S. Purchaser”) shall, to the extent it is legally entitled to do so, deliver to Seller (in such number of copies as shall be requested by Seller) on or prior to the date on which such Non-U.S. Purchaser becomes a Purchaser or assignee under this Agreement (and from time to time thereafter upon the reasonable request of Seller) whichever of the following is applicable: (a) in the case of a Non-U.S. Purchaser claiming the benefits of an income tax treaty to which the United States is a party, (1) with respect to payments of interest under any Transaction Document, executed copies of IRS Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (2) with respect to any other party applicable payments under any Transaction Document, IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (b) executed copies of IRS Form W-8ECI; (c) in the case of a Non-U.S. Purchaser claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (1) a certificate, reasonably satisfactory to Seller, to the effect that such Non-U.S. Purchaser is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of Seller within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” related to Seller as described in Section 881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and (2) executed copies of IRS Form W-8BEN or W-8BEN-E; or (d) to the extent a Non-U.S. Purchaser is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W 8BEN-E, a U.S. Tax Compliance Certificate in a form reasonably satisfactory to Seller, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Non-U.S. Purchaser is a partnership and one or more direct or indirect partners of such Non-U.S. Purchaser are claiming the portfolio interest exemption, such Non-U.S. Purchaser may provide a U.S. Tax Compliance Certificate, in a form reasonably satisfactory to Seller, on behalf of each such direct and indirect partner. (C) Any Non-U.S. Purchaser shall, to the extent it is legally entitled to do so, deliver to the Seller (in such number of copies as shall be requested by the recipient) on or about the date on which such Non-U.S. Purchaser becomes a Purchaser or assignee under this Agreement (and from time to time thereafter upon the reasonable request of Seller), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit Seller to determine the withholding or deduction required to be made; and (D) If a payment made to a Purchaser or assignee under any Transaction Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Purchaser or assignee were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Purchaser or assignee shall deliver to Seller at the time or times prescribed by law and at such time or times reasonably requested by Seller such documentation prescribed by law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by Seller as may be necessary for Seller to comply with their obligations under FATCA and to determine that such Purchaser or assignee has complied with such Purchaser’s or assignee’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. (E) Each Purchaser or assignee agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify Seller in writing of its legal inability to do so. (i) If any Purchaser or assignee requests compensation under Article 6(a), or requires Seller to pay any Indemnified Taxes or additional amounts to any Purchaser or assignee or any other Loan DocumentGovernmental Authority for the account of any Purchaser or assignee pursuant to Article 6(c), exceptthen such Purchaser or assignee shall (at the request of Seller) use reasonable efforts to designate a different lending office for funding or booking its Transactions hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Purchaser or assignee, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Articles 6(a) or 6(c), as the case may be, in the future, and (ii) would not subject such Purchaser or assignee to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Purchaser or assignee. Seller hereby agrees to pay all reasonable costs and expenses incurred by any Purchaser or assignee in connection with any such designation or assignment. (ii) If any Purchaser or assignee requests compensation under Article 6(a), or if Seller is required to pay any Indemnified Taxes or additional amounts to any Purchaser or assignee or any Governmental Authority for the account of any Purchaser or assignee pursuant to Article 6(c) and, in each case, as expressly such Purchaser or assignee has declined or is unable to designate a different lending office in accordance with paragraph (d)(i) of this Article, then Seller may, at its sole expense and effort, upon notice to such Purchaser or assignee, require such Purchaser or assignee to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Article 19), all of its interests, rights (other than its existing rights to payments pursuant to this Section 2.10. Notwithstanding anything in Articles 6(a) or 6(c)) and obligations under this Agreement and the related Transaction Documents to an assignee that shall assume such obligations (which assignee may be another Purchaser or assignee, if a Purchaser or assignee accepts such assignment); provided that: (A) such Purchaser or assignee shall have received payment of an amount equal to the contraryoutstanding Repurchase Price with respect to its Transactions and all other amounts payable to it hereunder and under the other Transaction Documents from the assignee (to the extent of the outstanding Purchase Price, accrued and unpaid Purchase Price Differential and accrued and unpaid costs and expenses of Purchaser or assignee included in such outstanding Repurchase Price) or Seller (in the case of all other amounts); (B) in the case of any such assignment resulting from a claim for compensation under Article 6(a) or payments required to be made pursuant to Article 6(c), such assignment will result in a reduction in such compensation or payments thereafter; (C) such assignment does not conflict with applicable Requirements of Law; and (D) the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Purchaser or assignee shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Purchaser or assignee or otherwise, the Administrative Agent does not warrant or accept any responsibility for, circumstances entitling Seller to require such assignment and shall not have any liability with respect to, any determination made by it in connection with the adoption of Benchmark Replacement Conforming Changes or for the impact of such Benchmark Replacement Conforming Changes, nor for the failure delegation cease to adopt any Benchmark Replacement Conforming Changes due to the failure of the Required Lenders to cooperate in good faith in connection with the determination of any Benchmark Replacement Conforming Changesapply.

Standards for Decisions and Determinations. The Initial Lender or the Required Lenders, as the case may be, Agent will promptly notify the Administrative Agent, which will then promptly notify the Borrower and the Lenders in writing of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, and (iiiiiiii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (ivv) the commencement or conclusion of any Benchmark Unavailability Period. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any 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) or the Administrative Agent, if applicable, pursuant to this Section 2.10 including §4.16,Section including, without limitation, any determination with respect to a tenor, rate or adjustment adjustment, or implementation of any Benchmark Replacement Conforming Changes, the timing of implementation of any Benchmark Replacement or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any 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 2.10. Notwithstanding anything in this Agreement to the contrary, the Administrative Agent does not warrant or accept any responsibility for§4.16Section, and shall not have any liability with respect to, any determination made by it in connection with the adoption of Benchmark Replacement Conforming Changes or for the impact of such Benchmark Replacement Conforming Changes, nor for the failure to adopt any Benchmark Replacement Conforming Changes due to the failure of the Required Lenders to cooperate in good faith in connection with the determination be a basis of any Benchmark Replacement Conforming Changesclaim of liability of any kind or nature by any party hereto, all such claims being hereby waived individually beby each party hereto.

Standards for Decisions and Determinations. The Initial Lender or the Required Lenders, as the case may be, will promptly notify the Administrative Agent, which will then promptly notify the Borrower and the Lenders of (i) 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, (iii) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (iv) the commencement or conclusion of any Benchmark Unavailability Period. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by any Lender (or group of Lenders) or the Administrative Agent, if applicable, Agent or Lenders pursuant to this Section 2.10 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 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 2.102.16. Notwithstanding anything For the avoidance of doubt, the Collateral Custodian shall be under no obligation (i) to monitor, determine or verify the unavailability or cessation of the then-applicable Benchmark (or other applicable Benchmark Replacement), or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of, any Benchmark Transition Event, Benchmark Replacement Date or Benchmark Unavailability Period, (ii) to select, determine or designate any Benchmark Replacement, or whether any conditions to the designation of such a rate have been satisfied, (iii) to select, determine or designate any Benchmark Replacement Adjustment, or other modifier to any replacement or successor index, or (iv) to determine whether or what Conforming Changes are necessary or advisable, if any, in connection with any of the foregoing. The Collateral Custodian shall not be liable for any inability, failure or delay on its part to perform any of its duties set forth in this Agreement to as a result of the contraryunavailability of the then-applicable Benchmark (or other applicable Benchmark Replacement) and absence of a designated Benchmark Replacement, including as a result of any inability, delay, error or inaccuracy on the Administrative Agent does not warrant part of any other transaction party, in providing any direction, instruction, notice or accept any responsibility for, information required or contemplated by the terms of this Agreement and shall not have any liability with respect to, any determination made by it in connection with the adoption of Benchmark Replacement Conforming Changes or reasonably required for the impact performance of such Benchmark Replacement Conforming Changes, nor for the failure to adopt any Benchmark Replacement Conforming Changes due to the failure of the Required Lenders to cooperate in good faith in connection with the determination of any Benchmark Replacement Conforming Changes.duties. 71 USActive 60440347.7

Standards for Decisions and Determinations. The Initial Lender or the Required Lenders, as the case may be, will promptly notify the Administrative Agent, which will then promptly notify the Borrower and the Lenders of (i) 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, (iii) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (dc) below and (iv) the commencement or conclusion of any Benchmark Unavailability Period. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by any Lender (or group of Lenders) or the Administrative Agent, if applicable, pursuant to this Section 2.10 including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.10. Notwithstanding anything in this Agreement to the contrary, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, any determination made by it in connection with the adoption of Benchmark Replacement Conforming Changes or for the impact of such Benchmark Replacement Conforming Changes, nor for the failure to adopt any Benchmark Replacement Conforming Changes due to the failure of the Required Lenders to cooperate in good faith in connection with the determination of any Benchmark Replacement Conforming Changes.

Standards for Decisions and Determinations. The Initial Lender or the Required Lenders, as the case may be, Administrative Agent will promptly notify the Administrative Agent, which will then promptly notify the Borrower BorrowersBorrower and the Lenders of (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, (iiB1) the implementation of any Benchmark Replacement, and (iiiC2) the effectiveness of any Benchmark Replacement Conforming Changes, (D) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. Administrative Agent will notify Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (dSection 2.13(gj)(iviii) below below(D) and (ivEy) the commencement or conclusion of any Benchmark Unavailability Period. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any 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) or the Administrative Agent, if applicable, pursuant to this Section 2.10 2.13(gj)(iii), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.102.13(gj)(iii). (D) (iv) Unavailability of Tenor of Benchmark. Notwithstanding anything in this Agreement to the contrarycontrary herein or in any other Loan Document, the Administrative Agent does not warrant or accept at any responsibility for, and shall not have any liability with respect to, any determination made by it time (including in connection with the adoption implementation of a Benchmark Replacement Conforming Changes Replacement), (A1) if the then-current Benchmark is a term rate (including the Term SOFR or USD LIBORReference Rate) and either (1I) 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 discretion or (2II) the regulatory supervisor for the impact administrator of such Xxxxxxxxx has provided a public statement or publication of information announcing that any tenor for such Benchmark Replacement Conforming Changesis not or will be no longernot be representative, nor then the Administrative Agent may in consultation with the Borrowers modify the definition of “Interest Period” (or any similar or analogous definition) for the failure to adopt any Benchmark Replacement Conforming Changes due settings at or after such time to remove such unavailable or non-representative tenor and (B2) if a tenor that was removed pursuant to clause (A1) above either (1I) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (2II) is not, or is no longer, subject to an announcement that it is not or will no longernot be representative for a Benchmark (including a Benchmark Replacement), then the failure Administrative Agent may modify the definition of the Required Lenders “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to cooperate in good faith in connection with the determination of any Benchmark Replacement Conforming Changes.reinstate such previously removed tenor. (E)