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 or the Required Lenders, as the case may be, Administrative Agent will promptly notify the Administrative Agent, which will then promptly notify the Borrower Seller and the Lenders Group Agents of (i) any occurrence of a Benchmark Transition Event or 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, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause paragraph (de) 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 any Lender (or group of Lenders) or the Administrative AgentAgent or, if applicable, any Group Agent (or Majority Group Agents) pursuant to this Section 2.10 5.06 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 2.105.06. (d) Notwithstanding anything to the contrary contained herein, if at any time the Successor Rate is less than zero, at such times, such rate shall be deemed to be zero for purposes of this Agreement. Unavailability of Tenor of Benchmark. Notwithstanding anything to the(e) contrary herein or in this Agreement to the contraryany other Transaction 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), (i) if the then-current Benchmark is a term rate (including Term SOFR or USD LIBOR) and either (A) 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 (B) the regulatory supervisor for the impact administrator of such Benchmark Replacement Conforming Changeshas provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, nor then the Administrative Agent may modify the definition of “Yield Period” 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 (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the failure of the Required Lenders to cooperate in good faith in connection with the determination of any Benchmark Replacement Conforming Changes.Administrative Agent may modify 55 742466544 16518096

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 (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) (v)