Standards for Decisions and Determinations. The Agent will promptly notify the Dealers 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 and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Agent or Lenders pursuant to this Section 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, 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, except, in each case, as expressly required pursuant to this Section titled “Effect of Benchmark Transition Event.”
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Samples: Loan and Security Agreement (Marinemax Inc), Loan and Security Agreement (Marinemax Inc), Inventory Financing Agreement (OneWater Marine Inc.)
Standards for Decisions and Determinations. The Agent will promptly notify the Dealers Administrative 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 and Benchmark Transition Start Date, (ii1) the implementation of any Benchmark Replacement, Replacement and (iii2) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. Agent will promptly notify Administrative Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 2.13(d)(iii)(D) and (ivy) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or Lenders group of Lenders) pursuant to this Section titled “Effect of Benchmark Transition Event,” 2.13(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 actionaction 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 heretoto this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section titled “Effect of Benchmark Transition Event2.13(d)(iii).”
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Standards for Decisions and Determinations. The Agent will promptly notify the Dealers BorrowerBorrowers and the Lenders of (i) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (iiiiA) the implementation of any Benchmark Replacement, and (iiiiiiB) the effectiveness of any Benchmark Replacement Conforming Changes Changes, in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrowers of (ivx) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (eiv) below and (ivvy) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or Lenders group of Lenders) pursuant to this Section titled “Effect of Benchmark Transition EventReplacement 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 actionaction 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, except, in each case, as expressly required pursuant to this Section titled “Effect of Benchmark Transition Event.”Agreement
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Samples: Revolving Credit and Security Agreement (Virco MFG Corporation)