Decisions and Determinations Clause Samples

Decisions and Determinations. Any determination, decision or election that may be made by the Administrator pursuant to this Section 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, shall be conclusive and binding absent manifest error, may be made in the Administrator’s sole discretion, and, notwithstanding anything to the contrary in the Transaction Documents, shall become effective without consent from any other party or Noteholder and shall not be subject to any of the amendment provisions of the Transaction Documents (including, without limitation, the provisions under Article IX). None of the Issuer, the Owner Trustee, the Indenture Trustee, the Note Paying Agent, the Administrator, the Sponsor, the Depositor or the Servicer shall have any liability for any determination made by or on behalf of the Administrator in connection with a Benchmark Transition Event or a Benchmark Replacement as set forth above, and each Noteholder, by its acceptance of a Note or a beneficial interest in a Note, shall be deemed to waive and release any and all claims against the Issuer, the Owner Trustee, the Indenture Trustee, the Note Paying Agent, the Administrator, the Sponsor, the Depositor or the Servicer relating to any such determinations. Notwithstanding anything in the Transaction Documents to the contrary, upon the delivery of notice to a Responsible Person of the Indenture Trustee and inclusion in a Monthly Investor Report of the information set forth in clauses (i) and (ii) of Section 3.5(a)(iii) in the Transfer and Servicing Agreement, the relevant Transaction Documents shall be deemed to have been amended to reflect the new Unadjusted Benchmark Replacement, Benchmark Replacement Adjustment and/or Benchmark Replacement Conforming Changes without further compliance with the amendment provisions of the relevant Transaction Documents. Neither the Indenture Trustee nor the Owner Trustee will have any liability or obligation with respect to any determination by the Administrator that a Benchmark Transition Event has occurred or the selection of any replacement index.

Decisions and Determinations. Any determination, decision or election that may be made by the Servicer pursuant to Section 4.9(c) or this Section 5.10(c) (or pursuant to any capitalized term used in this Section 5.10(c) or in any such capitalized term), 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, may be made in the Servicer’s sole discretion, and, notwithstanding anything to the contrary in the Basic Documents, will become effective without consent from any other party. None of the Issuer, the Owner Trustee, the Trustee, the Trust Collateral Agent, the Calculation Agent, the Depositor or the Servicer will have any liability for any determination made by or on behalf of the Servicer pursuant to Section 4.9(c) or this Section 5.10(c) (or pursuant to any capitalized term used in this Section 5.10(c) or in any such capitalized term), and each Noteholder and Note Owner, by its acceptance of a Note or a beneficial interest in a Note, will be deemed to waive and release any and all claims against the Issuer, the Owner Trustee, the Trust Collateral Agent, the Calculation Agent, the Depositor and the Servicer relating to any such determinations. For the avoidance of doubt, none of the Owner Trustee, the Trustee, the Trust Collateral Agent, or the Calculation Agent, in any capacity, will have any obligation to determine whether a Benchmark Transition Event or Benchmark Replacement Date has occurred, or to identify a Benchmark Replacement.

Decisions and Determinations. Any determination, decision or election that may be made by ▇▇▇▇▇▇▇ Mac pursuant to this Section titled “Effect of Benchmark Transition Event — SOFR,” 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, may be made in ▇▇▇▇▇▇▇ Mac’s sole discretion, and, notwithstanding anything to the contrary in the documentation relating to the Debt Securities, shall become effective without consent from any other party.

Decisions and Determinations. Any determination, decision or election that may be made by the Issuer or the Benchmark Transition Designee pursuant to this Condition 13.02(c)(ii), including any determination with respect to 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, in each case, solely with respect to any U.S. dollar denominated Floating Rate Covered Bonds calculated by reference to a USD Benchmark: (i) will be conclusive and binding absent manifest error; (ii) if made by the Issuer, will be made in the Issuer’s sole discretion; (iii) if made by the Benchmark Transition Designee, will be made after consultation with the Issuer, and the Benchmark Transition Designee will not make any such determination, decision or election to which the Issuer objects; and (iv) shall become effective without consent from any other party (including Covered Bondholders), except with respect to Secured Creditors as otherwise provided in this Condition 13.02(c)(ii). Any determination, decision or election pursuant to the benchmark replacement provisions not made by the Benchmark Transition Designee will be made by the Issuer on the basis as described above. The Benchmark Transition Designee shall have no liability for not making any such determination, decision or election absent bad faith or fraud.

Decisions and Determinations. Any determination, decision or election that may be made by the Required Investors pursuant to the benchmark replacement provisions described in this Section 3(h), including any determination with respect to 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: (1) will be conclusive and binding absent manifest error; (2) if made by the Required Investors, will be made in its sole discretion; and (3) shall become effective without consent from any other party.

Decisions and Determinations. Any determination, decision or election that may be made by the Company or its designee pursuant to the benchmark replacement provisions set forth in this Section 3.05, including any determination with respect to 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: (i) will be conclusive and binding absent manifest error; (ii) if made by the Company, will be made in its sole discretion; (iii) if made by the Company’s designee, will be made after consultation with the Company, and such designee will not make any such determination, decision or election to which the Company objects; and (iv) notwithstanding anything to the contrary in the Supplemental Indenture or the Notes, shall become effective without consent from the Holders of the Notes or any other party.

Decisions and Determinations. Any determination, decision or election that may be made by the Company or the Company’s Designee pursuant to clause (b)(2) of the definition of three-month LIBOR or these Benchmark Transition Provisions, including any determination with respect to 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, will be made in the Company’s or the Company’s Designee’s sole discretion, and, notwithstanding anything to the contrary in the documentation relating to the Securities of this series, shall become effective without consent from the Holders of the Securities of this series or any other party. In connection with any determination, decision or election pursuant to clause (b)(2) in the definition of three-month LIBOR or these Benchmark Transition Provisions, the Company may, in the Company’s sole discretion, designate any affiliate or agent of the Company, any affiliate of the Company’s agent or any other person (other than the Trustee or the Calculation Agent) to make one or more determinations, decisions or elections on a temporary or permanent basis, and the Company may, in the Company’s sole discretion, revoke any such designation. Any person so designated in accordance with the immediately preceding sentence will be a “Designee” for purposes of these Benchmark Transition Provisions for so long as such designation remains in effect. The Trustee shall not be (i) responsible or liable for making the decisions, elections and determinations in connection with (a) clause b(2) of the definition of three-month LIBOR or (b) a Benchmark Transition Event or (ii) named as or deemed to be the Designee. The Calculation Agent shall not be (i) responsible or liable for making the decisions, elections and determinations in connection with (a) clause b(2) of the definition of three-month LIBOR or (b) a Benchmark Transition Event or (ii) named as or deemed to be the Designee unless the Calculation Agent consents in writing to such appointment. The Company shall notify the Trustee and the Calculation Agent in writing of the party that has been appointed as the Designee.

Decisions and Determinations. Any determination, decision or election that may be made by the Asset Manager pursuant to this Section 8.8, 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, may be made in the Asset Manager’s sole discretion, and, notwithstanding anything to the contrary in this Indenture, shall become effective without consent from any other party.

Decisions and Determinations. Any determination, decision or election that may be made by the Company (or its Designee) pursuant to this subsection “—Effect of a Benchmark Transition Event,” including any determination with respect to 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, will be made in our (or its Designee’s) sole discretion, and, notwithstanding anything to the contrary in the transaction documents relating to the notes, shall become effective without consent from the holders of the notes or any other party. For purposes of this subsection “—Effect of a Benchmark Transition Event,” the following terms have the following meanings.