Notices; Standards for Decisions and Determinations. The Administrative Agent will 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, (iii) 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 (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 2.11, including, without limitation, any determination with respect to a tenor, rate or 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 Transaction Document, except, in each case, as expressly required pursuant to this Section 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.
Appears in 3 contracts
Sources: Third Amendment to Credit Agreement (Runway Growth Finance Corp.), Credit Agreement (Runway Growth Finance Corp.), Credit Agreement (Runway Growth Credit Fund Inc.)
Notices; Standards for Decisions and Determinations. The Administrative Agent will 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, (iiA)i) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (iiiBii) the effectiveness of any Benchmark Replacement Conforming Changes, (ivC) 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 (dSection 2.07(e)(iv) below and (vD)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 Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.112.07(ge), including, without limitation, including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction Loan Document, except, in each case, as expressly required pursuant to this Section 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 hereto2.07(ge).
Appears in 3 contracts
Sources: Credit Agreement (DTE Electric Co), Five Year Credit Agreement (DTE Electric Co), Credit Agreement (DTE Electric Co)
Notices; Standards for Decisions and Determinations. The Administrative Agent will 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) Date and the implementation of any related Benchmark Replacement, (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes, (iviii) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (viv) 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 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 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 2.11, including, without limitation, [2.13] titled “Benchmark Replacement Setting,” including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction Documentthe Borrower, except, in each case, as expressly required pursuant to this Section 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[2.13] titled “Benchmark Replacement Setting.”
Appears in 2 contracts
Sources: Loan and Security Agreement (Oaktree Specialty Lending Corp), Loan and Security Agreement (Oaktree Strategic Income II, Inc.)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders in writing of (iA) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) Date and the implementation of any related Benchmark Replacement, (iii) B the effectiveness of any Benchmark Replacement Conforming Changes, (ivC) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (div) below and (vD) 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 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 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 2.116.8(c), including, without limitation, including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction Loan Document, except, in each case, as expressly required pursuant to this Section 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 hereto6.8(c).
Appears in 2 contracts
Sources: Term Loan Credit Agreement (Beacon Roofing Supply Inc), Term Loan Credit Agreement (Beacon Roofing Supply Inc)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower Company and the Lenders in writing of (iA) 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, (iiB) the implementation of any Benchmark Replacement, (iiiC) the effectiveness of any Benchmark Replacement Conforming Changes, (ivD) the removal or reinstatement of any tenor of a Benchmark pursuant to clause paragraph (dv) below and (vE) 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 2.11, including, without limitation, titled “Benchmark Replacement Setting,” including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction Loan Document, except, in each case, as expressly required pursuant to this Section 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 heretotitled “Benchmark Replacement Setting.”
Appears in 2 contracts
Sources: Credit Agreement (Worthington Industries Inc), Credit Agreement (Worthington Industries Inc)
Notices; Standards for Decisions and Determinations. The Administrative Agent CBNA will promptly notify the Borrower Company 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) Date and the implementation of any related Benchmark Replacement, (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes, (iviii) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (viv) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by CBNA as set forth in this Section titled “Benchmark Replacement Setting” may be provided, at the option of CBNA (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 CBNA or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.11, including, without limitation, titled “Benchmark Replacement Setting,” including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction Loan Document, except, in each case, as expressly required pursuant to this Section 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 heretotitled “Benchmark Replacement Setting.”
Appears in 2 contracts
Sources: Five Year Competitive Advance and Revolving Credit Facility Agreement (Bristol Myers Squibb Co), Five Year Competitive Advance and Revolving Credit Facility Agreement (Bristol Myers Squibb Co)
Notices; Standards for Decisions and Determinations. The Administrative Credit Facility Agent will 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 and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement, and (iiiiiiii) the effectiveness of any Benchmark Replacement Conforming ChangesChanges in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Credit Facility Agent will promptly notify the Borrower of (ivA) the removal or reinstatement of any tenor of a Benchmark pursuant to clause Section 5.07(d) (d) below Unavailability of Tenor Benchmark), and (vivB) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Credit Facility Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.11, including, without limitation, 5.07 (Effect ofReplacement Benchmark Transition EventSetting) including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 heretoto this Agreement or any other Transaction Finance Document, except, in each case, as expressly required pursuant to this Section 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 hereto5.07 (Effect ofReplacement Benchmark Transition EventSetting).
Appears in 2 contracts
Sources: Credit Facility Agreement (Venture Global, Inc.), Credit Facility Agreement (Venture Global, Inc.)
Notices; Standards for Decisions and Determinations. The Administrative Agent will 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 and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement, and (iii) 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 (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent orAgent, if applicable, any Lender (Lenders or group of Lenders) the Borrower pursuant to this Section 2.11, including, without limitation, titled “Effect of Benchmark Transition Event,” including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction Documenthereto, except, in each case, as expressly required pursuant to this Section 2.11 and shall not titled “Effect of Benchmark Transition Event.” In no event will the Borrower Loan Trustee be a basis involved in or have any obligation or liability in relation to the determination of Term SOFR, the determination or selection of any claim of liability Benchmark Replacement or the determination of any kind or nature by any party hereto, all such claims being hereby waived individually be each party heretoequivalent interest rate.
Appears in 2 contracts
Sources: Credit Agreement (CURO Group Holdings Corp.), Credit Agreement (CURO Group Holdings Corp.)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower Borrowing Agent and the Lenders in writing 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 thethe implementation of any Benchmark Replacement, and (iiiiiiii ) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrowing Agent of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause paragraph (d) below and (vvy) 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 [PHI Group] Revolving Credit, Term Loan and Security Agreement (or group of Lenders) pursuant to this Section 2.113.8.2, including, without limitation, including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction Otherother Loan Document, except, in each case, as expressly required pursuant to this Section 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 hereto3.8.2.
Appears in 2 contracts
Sources: Revolving Credit, Term Loan and Security Agreement (PHI Group, Inc./De), Revolving Credit, Term Loan and Security Agreement (PHI Group, Inc./De)
Notices; Standards for Decisions and Determinations. The Administrative Agent will 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) Date and the implementation of any related Benchmark Replacement, (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes, (iviii) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (viv) 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 2.18 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 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 2.112.18, including, without limitation, including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction Loan Document, except, in each case, as expressly required pursuant to this Section 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 hereto2.18.
Appears in 2 contracts
Sources: Term Loan Agreement (FMC Corp), Credit Agreement (FMC Corp)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower Borrowing Agent and the Lenders in writing 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 (d) 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 2.11, including, without limitation, titled “Benchmark Replacement Setting,” including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction Other Document, except, in each case, as expressly required pursuant to this Section 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 heretotitled “Benchmark Replacement Setting”.
Appears in 2 contracts
Sources: Revolving Credit and Security Agreement (Quantum Corp /De/), Revolving Credit and Security Agreement (Quantum Corp /De/)
Notices; Standards for Decisions and Determinations. The Administrative Agent will 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, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iviii) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (viv) 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 2.08 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 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 2.112.08, including, without limitation, including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction Loan Document, except, in each case, as expressly required pursuant to this Section 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 hereto2.08.
Appears in 2 contracts
Sources: First Lien Credit Agreement (Gannett Co., Inc.), Credit Agreement (Gannett Co., Inc.)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders in writing of (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, (ii2) the implementation of any Benchmark Replacement, (iii3) the effectiveness of any Benchmark Replacement Conforming ChangesChanges in connection with the use, administration, adoption or implementation of Term SOFR or a Benchmark Replacement, and (iv43) 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 (dSection 2.10(g)(iv) below and (vy) the commencement or conclusion of any Benchmark Unavailability Period. 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 2.112.10(g), including, without limitation, including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 heretoto this Agreement or any other Transaction Loan Document, except, in each case, as expressly required pursuant to this Section 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 hereto2.10(g).
Appears in 2 contracts
Sources: Asset Based Loan Credit Agreement (Express, Inc.), Asset Based Term Loan Agreement (Express, Inc.)
Notices; Standards for Decisions and Determinations. The Administrative Agent will 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) Date and the implementation of any related Benchmark Replacement, (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes, (iviii) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (viv) 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 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 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 2.116.2, including, without limitation, including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction Loan Document, except, in each case, as expressly required pursuant to this Section 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 hereto6.2.
Appears in 2 contracts
Sources: Revolving Credit Agreement (AerCap Holdings N.V.), Revolving Credit Agreement (AerCap Holdings N.V.)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower Transferor and the Lenders in writing Series 2017-VFN Noteholders 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 relatedthe implementation of any Benchmark Replacement Date, ,and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of any anya Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, ,. The Administrative Agent will notify the Transferor of (ivivx) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (dthis Section 2.8(dc) below and (vvy) 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 theany Series 2017-VFN Noteholder (or group of LendersSeries 2017-VFN Noteholders) pursuant to this Section 2.112.8, including, without limitation, including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction Document, except, in each case, as expressly required pursuant to this Section 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 hereto2.8.
Appears in 1 contract
Sources: Omnibus Amendment to Indenture and Note Purchase Agreement (United States Cellular Corp)
Notices; Standards for Decisions and Determinations. The Administrative Agent (acting at the written direction of the Required Lenders) will promptly notify the Borrower and the Lenders in writing of (i) the implementation of any occurrence of a Benchmark Transition Event Replacement or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement Conforming Changes, Replacement. Agent (ivacting 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 (dSection 2.9(b)(iv) below and (vy) the commencement or conclusion of any Benchmark Unavailability PeriodPeriod in accordance with clause (v) 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 2.112.9(b), including, without limitation, including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction Loan Document, except, in each case, as expressly required pursuant to this Section 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 hereto2.9(b).
Appears in 1 contract
Sources: Senior Loan and Security Agreement (Doma Holdings, Inc.)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Lead 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 and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement, and (iii) the effectiveness of any Benchmark Replacement Conforming ChangesChanges in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Lead Borrower of (ivx) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (dSection 2.14(e) below and (vivy) the commencement or conclusion of any Benchmark Unavailability Period. 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 2.112.14 (and any relevant defined terms), including, without limitation, including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction Loan Document, except, in each case, as expressly required pursuant to this Section 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 hereto2.14.
Appears in 1 contract
Sources: Abl Credit Agreement (Ecovyst Inc.)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders in writing of (ii1) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement DateEvent, (ii2) the implementation of any Benchmark Replacement, (iiiii3) the effectiveness of any Benchmark Replacement Conforming Changes, (iv4) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (df) below and (viii5) the commencement or conclusion of any Benchmark Unavailability Period. 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 2.115.06, including, without limitation, including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 on all parties hereto absent manifest error and may be made in its or their sole solereasonable discretion and without consent from any other party to this Agreement or any other Transaction Documenthereto, except, in each case, as expressly required pursuant to this Section 2.11 5.06after consultation with the Borrower.
(e) 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), (1) if the then-current Benchmark is the Term SOFR Rate and shall 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 administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be a basis of any claim of liability of any kind or nature by any party heretono longer representative, all such claims being hereby waived individually be each party hereto.then the Administrative Agent may modify the definition
Appears in 1 contract
Sources: Receivables Financing Agreement (Syneos Health, Inc.)
Notices; Standards for Decisions and Determinations. The Administrative Facility Agent will promptly notify the Borrower PMI and the Lenders in writing of (i) any occurrence of a Benchmark Transition Event, Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related relatedand its 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 (de) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Facility Agent or, if applicable, PMI or any Lender (or group of Lenders) pursuant to this Section 2.112.8, including, without limitation, including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction DocumentAgreement, except, in each case, as expressly required pursuant to this Section 2.11 2.8. 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 shall not may be a basis delivered together with, or as part of any claim of liability of amendment which implements any kind Benchmark Replacement or nature by any party hereto, all such claims being hereby waived individually be each party heretoConforming Changes.
Appears in 1 contract
Sources: Credit Agreement (Philip Morris International Inc.)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders in writing of (i) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or or, 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 (dde) 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 2.112.30 titled “Benchmark Replacement Setting,”, including, without limitation, including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction Loan Document, except, in each case, as expressly required pursuant to this Section 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 hereto2.30 titled “Benchmark Replacement Setting.”.
Appears in 1 contract
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders in writing of (i) any occurrence of a Benchmark Transition Event or 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, (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 (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 2.11, including, without limitation, titled “Benchmark Replacement Setting,” including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction Loan Document, except, in each case, as expressly required pursuant to this Section 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 heretotitled “Benchmark Replacement Setting.”
Appears in 1 contract
Sources: Credit Agreement (Integral Ad Science Holding Corp.)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders in writing of (iA) 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, (iiB) the implementation of any Benchmark Replacement, (iiiC) the effectiveness of any Benchmark Replacement Conforming Changes, (ivD) the removal or reinstatement of any tenor of a Benchmark pursuant to clause paragraph (dv) below and (vE) 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 2.11, including, without limitation, titled “Benchmark Replacement Setting,” including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction Loan Document, except, in each case, as expressly required pursuant to this Section 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 heretotitled “Benchmark Replacement Setting.”.
Appears in 1 contract
Sources: Term Loan Agreement (Easterly Government Properties, Inc.)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower Representative 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, Replacement and (iiiii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement Conforming Changes. For the avoidance of doubt, any notice required to be delivered by the. The Administrative Agent as set forth in this Section 2.23 may be provided, at the option of the Administrative Agent (ivin 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 Changeswill notify the Borrower Representative and the Lenders of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (dSection 2.23(d) below and (vy) 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 2.112.23, including, without limitation, including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction Documenthereto, except, in each case, as expressly required pursuant to this Section 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 hereto2.23.
Appears in 1 contract
Sources: Credit Agreement (Aon PLC)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders in writing 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, (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 (d) 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 2.11, including, without limitation, 2.30 titled “Benchmark Replacement Setting,” including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction Loan Document, except, in each case, as expressly required pursuant to this Section 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 hereto2.30 titled “Benchmark Replacement Setting.”
Appears in 1 contract
Notices; Standards for Decisions and Determinations. The Administrative Agent will 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) ii)of the implementation of any Benchmark Replacement, (iii) and the effectiveness of any Benchmark Replacement Conforming Changes, (iv) ). The Administrative Agent will notify the Borrower and the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) 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 2.11titled “Benchmark Replacement Setting,”2.22, including, without limitation, any determination with respect to a tenor, rate or 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 Transaction DocumentLoan Documenthereto, except, in each case, as expressly required pursuant to this Section 2.11 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 heretohereto2.22.
Appears in 1 contract
Notices; Standards for Decisions and Determinations. The Administrative Deal Agent will promptly notify the Borrower and the Lenders in writing of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Electiona Term SOFR Transition Event, as applicable, and its related Benchmark Replacement Date, (ii) theand the Lenders of (i) the implementation of any Benchmark Replacement, and (iiiiiiii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) 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 (dSection 2.11(d) below and (vvy) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent Deal Agent, or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.11, including, without limitation, including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 on all parties hereto 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 Transaction Document, except, in each case, as expressly required pursuant to this Section 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 hereto2.11.
Appears in 1 contract
Sources: Loan and Security Agreement (Credit Acceptance Corp)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders in writing 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, (ii) the thethe implementation of any Benchmark Replacement, and (iiiiiiii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) 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 the removal or reinstatement of any tenor of a Benchmark pursuant to clause paragraph (de) below and (v) the commencement or conclusion of any Benchmark Unavailability PeriodPeriodSection 4.2.(b)(iv). 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 2.114.2., including, without limitation, including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction Loan Document, except, in each case, as expressly required pursuant to clausesclause (b) through (f) of this Section 2.11 and shall not be a basis 4.2 (including in the definitions of any claim of liability of any kind or nature by any party hereto, all defined terms used in such claims being hereby waived individually be each party heretoclauses).
Appears in 1 contract
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders in writing Group Agents 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) ). For the removal or reinstatement reinstatementavoidance of doubt, any tenor of a Benchmark pursuant to clause (d) below and (v) the commencement commencementnotice required to be delivered by the Administrative Agent as set forth in this Section 4.06 may be provided, at the option of the Administrative Agent (in its sole discretion), in one or conclusion more notices and may be delivered together with, or conclusionas part of any Benchmark Unavailability PeriodPeriodamendment 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 2.114.06, including, without limitation, including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction Document, except, in each case, as expressly required pursuant to this Section 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 hereto4.06.
Appears in 1 contract
Sources: Receivables Financing Agreement (PACIFIC GAS & ELECTRIC Co)
Notices; Standards for Decisions and Determinations. The Administrative Facility Agent will promptly notify the Borrower PMI and the Lenders in writing 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 (de) 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 Facility Agent, or, if applicable, PMI or any Lender (or group of Lenders) pursuant to this Section 2.112.8, including, without limitation, including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction DocumentAgreement, except, in each case, as expressly required pursuant to this Section 2.11 2.8. 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 shall not may be a basis delivered together with, or as part of any claim of liability of amendment which implements any kind Benchmark Replacement or nature by any party hereto, all such claims being hereby waived individually be each party heretoBenchmark Replacement Conforming Changes.
Appears in 1 contract
Sources: Credit Agreement (Philip Morris International Inc.)
Notices; Standards for Decisions and Determinations. The Administrative Agent will 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) Date and the implementation of any related Benchmark Replacement, (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes, (iviii) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (viv) 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 2.20 (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 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 2.112.20 (Benchmark Replacement Setting), including, without limitation, including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction Loan Document, except, in each case, as expressly required pursuant to this Section 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.2.20 (Benchmark Replacement Setting). AMENDED AND RESTATED CREDIT AGREEMENT ▇▇▇▇▇ HEALTHCARE CORPORATION
Appears in 1 contract
Notices; Standards for Decisions and Determinations. The Administrative Agent will 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) Date and the implementation of any related Benchmark Replacement, (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes, (iviii) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (viv) 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 2.08 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 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 2.112.08, including, without limitation, including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction Loan Document, except, in each case, as expressly required pursuant to this Section 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 hereto2.08.
Appears in 1 contract
Sources: Credit Agreement (Cloudera, Inc.)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower Borrowers and the Lenders in writing Banks 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 (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 Bank (or group of LendersBanks) pursuant to this Section 2.11, including, without limitation, titled “Benchmark Replacement Setting,” including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction Loan Document, except, in each case, as expressly required pursuant to this Section 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 heretotitled “Benchmark Replacement Setting.” (v)
Appears in 1 contract
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders in writing Group Agents of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement DateEvent, (ii) the implementation of any Benchmark ReplacementReplacement and (ii, (iii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement Conforming Changes. For the avoidance of doubt, any notice required to be delivered by the Administrative Agent as set forth in this Section 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 any amendment which implements any Benchmark Replacement or Benchmark Replacement Conforming Changesand (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 and (v) the commencement or conclusion of any Benchmark Unavailability Periodbelow. 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 2.114.06, including, without limitation, including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction Document, except, in each case, as expressly required pursuant to this Section 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 hereto4.06.
Appears in 1 contract
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower Representative 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, Replacement and (iiiii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement Conforming Changes. For the avoidance of doubt, any notice required to be delivered by the. The Administrative Agent as set forth in this Section 2.24 may be provided, at the option of the Administrative Agent (ivin 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 Changeswill notify the Borrower Representative and the Lenders of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (dSection 2.23(d) below and (vy) 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 2.112.242.23, including, without limitation, including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction Documenthereto, except, in each case, as expressly required pursuant to this Section 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 hereto2.242.23.
Appears in 1 contract
Sources: Credit Agreement (Aon PLC)
Notices; Standards for Decisions and Determinations. The Administrative Agent will 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, (iii) 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 (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 2.112.17, including, without limitation, any determination with respect to a tenor, rate or 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 Transaction Facility Document, except, in each case, as expressly required pursuant to this Section 2.11 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.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Capitala Finance Corp.)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower Agent and the Lenders in writing of (iA) any occurrence of a Benchmark Transition Event 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, and (iiiCB) the effectiveness of any Benchmark Replacement Conforming Changes, in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will promptly notify Borrower Agent of (ivx) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (dSection 2.3(j)(iv) below and (vDy) 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 2.3(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 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 2.112.3(j), including, without limitation, including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction Loan Document, except, in each case, as expressly required pursuant to this Section 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 hereto2.3(j).
Appears in 1 contract
Sources: Credit Agreement (Team Inc)
Notices; Standards for Decisions and Determinations. The Administrative Agent will 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) Date and the implementation of any related Benchmark Replacement, (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes, (iviii) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (viv) the commencement or conclusion of any Benchmark Unavailability Period. Any notice required to be delivered by the Administrative Agent as set forth in this Section 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 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 2.112.13, including, without limitation, including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction Loan Document, except, in each case, as expressly required pursuant to this Section 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 hereto2.13.
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (BlackRock Capital Investment Corp)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders in writing of (iA) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) Date and the implementation of any related Benchmark Replacement, (iiiB) the effectiveness of any Benchmark Replacement Conforming Changes, (ivC) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (div) below and (vD) 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 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 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 2.11, including, without limitation, titled "Benchmark Replacement Setting," including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction Loan Document, except, in each case, as expressly required pursuant to this Section 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 heretotitled "Benchmark Replacement Setting."
Appears in 1 contract
Sources: Credit Agreement (Team Inc)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders in writing of (iiA) any anythe 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, (iiiiB) the implementation of any Benchmark Replacement, (iiiiiiC) the effectiveness of any Benchmark Replacement Conforming Changes, (ivD) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (dSection 12.18(d) below and (vivE ) 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 or Lender (or group of Lenders) pursuant to this Section 2.11, including, without limitation, titled “Effect of Benchmark Transition Event12.18,” including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 heretoto this Agreement or any other Transaction Document, except, in each case, as expressly required pursuant to this Section 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 heretotitled “Effect12.18.
Appears in 1 contract
Notices; Standards for Decisions and Determinations. The Administrative Agent will 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, (iii) 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 (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 2.11, titled “Benchmark Replacement Setting,” including, without limitation, any determination with respect to a tenor, rate or 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 Transaction Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 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.
Appears in 1 contract
Sources: Credit Agreement (SmartStop Self Storage REIT, Inc.)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders in writing LC Bank of (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, (iiiiB) the implementation of any Benchmark Replacement, (iiiiiiC) the effectiveness of any Benchmark Replacement Conforming Changes, (ivivD) the removal or reinstatement of any tenor of a Benchmark pursuant to clause paragraph (ddiv) below and (vvE) 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) the LC Bank pursuant to this Section 2.115.065.04(c), including, without limitation, including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction Document, except, in each case, as expressly required pursuant to this Section 2.11 5.065.04(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 shall either (AI) any tenor for such Benchmark is not be displayed on a basis of any claim of liability of any kind screen or nature other information service that publishes such rate from time to time as selected by any party hereto, all such claims being hereby waived individually be each party hereto.the Administrative Agent in its reasonable
Appears in 1 contract
Sources: Receivables Financing Agreement (Davey Tree Expert Co)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders in writing of (i) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in In Election, as applicable, and its related Benchmark Replacement Date, (iirelated(ii) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (ii, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iviiiiv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause paragraphclause (ddf) below and (vivv) 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 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 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 2.114.6, including, without limitation, including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction Document, except, in each case, as expressly required pursuant to this Section 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 hereto4.6.
Appears in 1 contract
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders in writing of (i) the implementation of any occurrence of a Benchmark Transition Event or an Early Opt-in Optin 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 WORKAMER\37666573.v3 56 Replacement Conforming ChangesChanges andin connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Borrower of (ivivx) 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 (diii) below shall not affectpursuant to Section 3.03(e) and (vy) 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 2.113.03(a), including, without limitation, including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 heretoto this Agreement or any other Transaction Loan Document, except, in each case, as expressly required pursuant to this Section 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 hereto3.03(a).
Appears in 1 contract
Sources: February Maturity Community Bank Credit Agreement (Tennessee Valley Authority)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower Borrowers and the Lenders in writing 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 (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 2.114.6 [Benchmark Replacement Setting], including, without limitation, including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction Loan Document, except, in each case, as expressly required pursuant to this Section 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.4.6 [Benchmark Replacement Setting].
Appears in 1 contract
Sources: Credit Agreement (Stoneridge Inc)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower, the Collateral Agent and the Lenders of (i) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement Conforming Changes, (iii). The Administrative Agent will 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, (iii) 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 (viv) 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 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 any amendment which implements any Benchmark Replacement or Benchmark Conforming ChangesSection 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 2.11, including, without limitation, [2.13] titled “Benchmark Replacement Setting,” including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 on all parties hereto 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 Transaction Document, except, in each case, as expressly required pursuant to this Section 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[2.13] titled “Benchmark Replacement Setting.”
Appears in 1 contract
Sources: Loan and Security Agreement (Oaktree Specialty Lending Corp)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders in writing of (iA) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) Date and the implementation of any related Benchmark Replacement, (iiiB) the effectiveness of any Benchmark Replacement Conforming Changes, (ivC) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (div) below and (vD) 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 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 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 2.11, including, without limitation, titled “Benchmark Replacement Setting,” including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction Loan Document, except, in each case, as expressly required pursuant to this Section 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 heretotitled “Benchmark Replacement Setting.”
Appears in 1 contract
Sources: Credit Agreement (Team Inc)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower Company 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 and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement, and (iii) the effectiveness of any Benchmark Replacement Conforming ChangesChanges in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Company of (ivx) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (dSection 2.22(d) below and (vivy ) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative 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 2.112.22, including, without limitation, including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 heretoto this Agreement or any other Transaction Loan Document, except, in each case, as expressly required pursuant to this Section 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 hereto2.22.
Appears in 1 contract
Sources: Credit Agreement (International Flavors & Fragrances Inc)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders in writing of (i) 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, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming ChangesChanges in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent shall notify the Borrower of (ivx) the removal or reinstatement of if any tenor of a Benchmark is not being used pursuant to clause (dSection 10.17(D) below and (vivy) 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) Lenders pursuant to this Section 2.1110.17, including, without limitation, including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 hereto or any other Transaction Loan Document, except, in each case, as expressly required pursuant to this Section 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 hereto10.17.
Appears in 1 contract
Sources: Term Loan, Guarantee and Security Agreement (Williams Industrial Services Group Inc.)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders in writing of (iiA) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement DateEvent, (iiB) the implementation of any Benchmark Replacement Date and the related Benchmark Replacement, (iiiiiC) the effectiveness of any Benchmark Replacement Conforming Changes, (iviii) in connection with the use, administration, adoption or implementation of a Benchmark Replacement and (D) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (div) below and (viv) 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 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 any amendment which implements any Benchmark Replacement or Benchmark Replacement Conforming ChangesSection 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 2.113.07(c), including, without limitation, including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction Loan Document, except, in each case, as expressly required pursuant to this Section 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 hereto3.07(c).
Appears in 1 contract
Sources: Credit Agreement (Salesforce, Inc.)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders in writing of (iA) 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, (iiB) the implementation of any Benchmark Replacement, (iiiC) the effectiveness of any Benchmark Replacement Conforming Changes, (ivD) the removal or reinstatement of any tenor of a Benchmark pursuant to clause paragraph (dv) below below, and (vE) 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 2.11, including, without limitation, Subsection titled “Benchmark Replacement Setting,” including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction DocumentLoan Documents, except, in each case, as expressly required pursuant to this Section 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 heretoSubsection titled “Benchmark Replacement Setting.”
Appears in 1 contract
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower Borrowing Agent and the Lenders in writing of (i1) 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, (ii2) the implementation of any Benchmark Replacement, (iii3) the effectiveness of any Benchmark Replacement Conforming Changes, (iv4) the removal or reinstatement of any tenor of a Benchmark pursuant to clause paragraph (dv) below and (v5) 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 2.11, including, without limitation, titled “Benchmark Replacement Setting,” including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction Loan Document, except, in each case, as expressly required pursuant to this Section 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 heretotitled “Benchmark Replacement Setting.”
Appears in 1 contract
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower Borrowers 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 and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, Changes and (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) 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) Lenders pursuant to this Section 2.11, titled “Effect of Benchmark Transition Event,” including, without limitation, any determination with respect to a tenor, comparable replacement rate or 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 Transaction Documenthereto, except, in each case, as expressly required pursuant to this Section 2.11 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.
Appears in 1 contract
Sources: Forbearance Agreement (Core Molding Technologies Inc)
Notices; Standards for Decisions and Determinations. The Administrative Agent will 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) Date and the implementation of any related Benchmark Replacement, (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes, (iviii) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (viv) 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 2.16 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 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 2.11, including, without limitation, 2.16 including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction Credit Document, except, in each case, as expressly required pursuant to this Section 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 hereto2.16.
Appears in 1 contract
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower Administrative BorrowerBorrowers and the Lenders in writing of (i1) the implementation of 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, (ii2) the implementation of any Benchmark Replacement, (iii3and (2) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement Conforming Changes, ,. Agent will notify the Administrative Borrowers of (iv4x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (dSection 2.12(d)(iii)(D) below and (v5y) 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 2.112.12(d)(iii), including, without limitation, including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction Loan Document, except, in each case, as expressly required pursuant to this Section 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 hereto2.12(d)(iii).
Appears in 1 contract
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower Company 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, Replacement and (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes. For the avoidance of doubt, any notice required to be delivered by the in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent as set forth in this Section 7.03(c) may be provided, at the option of the Administrative Agent (ivin 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 Changeswill notify the Company of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (dSection 7.03(d)(iv) below and (vy) 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 2.117.03(cd), including, without limitation, including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 heretoto this Agreement or any other Transaction Loan Document, except, in each case, as expressly required pursuant to this Section 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 hereto7.03(cd).
Appears in 1 contract
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower PMI and the Lenders in writing of (i) 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, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (df) 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, PMI or any Lender (or group of Lenders) pursuant to this Section 2.112.7, including, without limitation, including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction DocumentAgreement, except, in each case, as expressly required pursuant to this Section 2.11 2.7. 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 shall not may be a basis delivered together with, or as part of any claim of liability of amendment which implements any kind Benchmark Replacement or nature by any party hereto, all such claims being hereby waived individually be each party heretoConforming Changes.
Appears in 1 contract
Sources: Credit Agreement (Philip Morris International Inc.)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders in writing 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, (iiB) the implementation of any Benchmark Replacement, (iiiC) the effectiveness of any Benchmark Replacement Conforming Changes, (ivD) the removal or reinstatement of any tenor of a Benchmark pursuant to clause paragraph (div) below and (vE) 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 2.11, including, without limitation, Subsection titled “Benchmark Replacement Setting,” including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction DocumentLoan Documents, except, in each case, as expressly required pursuant to this Section 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 heretotitled “Benchmark Replacement Setting.”
Appears in 1 contract
Notices; Standards for Decisions and Determinations. The Administrative Agent Administrator will promptly notify the Borrower Seller and the Lenders in writing Purchasers of (iPurchaser Agents 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, (ii) the implementation of any Benchmark Replacement, (iiiiiiii) the effectiveness of any Benchmark Replacement Conforming ChangesChanges and (iii, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause paragraph (d) 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 orAdministrator or the Purchasers, if applicable, any Lender Purchaser Agent (or group of LendersPurchaser Agents) pursuant to this Section 2.11, including, without limitation, 1.12 including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 heretoto this Agreement or any other Transaction Document, except, in each case, as expressly required pursuant to this Section 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 hereto1.12.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Wesco International Inc)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower Borrowers 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) Date and the implementation of any related Benchmark Replacement, (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes, (iviii) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (viv) 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 2.17 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 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 2.112.17, including, without limitation, including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction DocumentAgreement, except, in each case, as expressly required pursuant to this Section 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 hereto2.17.
Appears in 1 contract
Sources: Credit Agreement (Marsh & McLennan Companies, Inc.)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower Agent and the Lenders in writing 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 (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 2.11, including, without limitation, titled “Benchmark Replacement Setting,” including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction Loan Document, except, in each case, as expressly required pursuant to this Section 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 heretotitled “Benchmark Replacement Setting.”
Appears in 1 contract
Sources: Credit Agreement (Foster L B Co)
Notices; Standards for Decisions and Determinations. The Administrative Agent will 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, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (de) 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 2.11, including, without limitation, 3.03 including any determination with respect to a tenor, rate or 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 Transaction Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 3.03 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.
Appears in 1 contract
Sources: Revolving Credit Agreement (Diversified Energy Co PLC)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders in writing of (i) any (i)(i)any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement DateEvent, (ii) the ii)(ii)the implementation of any Benchmark ReplacementReplacement and (ii), (iii) the iii)(iii)the effectiveness of any Benchmark Replacement Conforming Changes. For the avoidance of doubt, any notice required to be delivered by the Administrative Agent as set forth in this Section 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 any amendment which implements any Benchmark Replacement or Benchmark Replacement Conforming Changes, (iv) the iv)(iv)the removal or reinstatement of any tenor of a Benchmark pursuant to clause (df) below and (v) the 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 2.112.13, including, without limitation, including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 heretoto this Agreement or any other Transaction Loan Document, except, in each case, as expressly required pursuant to this Section 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 hereto2.13.
Appears in 1 contract
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders in writing of (i) the implementation 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. , (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. The Agent will notify the Borrower and the removal or reinstatement of any tenor of a Benchmark. 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 2.114.9, including, without limitation, any determination with respect to a tenor, rate or 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 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 Transaction Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 Section, 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 by each party hereto.
Appears in 1 contract
Sources: Credit Agreement (Epr Properties)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders in writing of (i) 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, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, Changes and (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) 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) Lenders pursuant to this Section 2.11§4.15, including, without limitation, any determination with respect to a tenor, comparable replacement rate or 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 Transaction Documenthereto, except, in each case, as expressly required pursuant to this Section 2.11 §4.15 and shall not be a basis of any claim of liability of any kind or nature by any party heretohereto or thereto, all such claims being hereby waived individually be by each party heretohereto and thereto.
Appears in 1 contract
Sources: Composite Credit Agreement (Condor Hospitality Trust, Inc.)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders in writing 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, (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 (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 2.11, including, without limitation, titled “Benchmark Replacement Setting,” including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction Other Document, except, in each case, as expressly required pursuant to this Section 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 heretotitled “Benchmark Replacement Setting.”
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Virco MFG Corporation)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Administrative Borrower and the Lenders in writing of (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, (ii2) >the implementation of any Benchmark Replacement, <,> and (iii<3>2) the effectiveness of any <Benchmark Replacement >Conforming Changes<,> in connection with the use, administration, adoption or implementation of a Benchmark Replacement. Agent will notify Administrative Borrower of (ivx) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (dSection 2.12(d)(iii)(D) below and (v<4>y) 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 2.112.12(d)(iii), including, without limitation, including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 on all parties hereto 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 Transaction Loan Document, except, in each case, as expressly required pursuant to this Section 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 hereto2.12(d)(iii).
Appears in 1 contract
Sources: Credit Agreement (GoPro, Inc.)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders in writing of (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, (ii2) the implementation of any Benchmark Replacement, (iii3) the effectiveness of any Benchmark Replacement Conforming Changes, (iv4) the removal or reinstatement of any tenor of a Benchmark pursuant to clause paragraph (de) below and (v5) 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 2.11, including, without limitation, titled “Benchmark Replacement Setting,” including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction Loan Document, except, in each case, as expressly required pursuant to this Section 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 heretotitled “Benchmark Replacement Setting.” (e)
Appears in 1 contract
Notices; Standards for Decisions and Determinations. The Administrative Agent will 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, Transition Event and its related Benchmark Replacement and (iiiii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement Conforming Changes, ,. The Administrative Agent will notify the Borrower of (iviiix) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (dSection 2.08(d) below and (vivy) 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 2.08 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 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 2.112.08, including, without limitation, including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction Loan Document, except, in each case, as expressly required pursuant to this Section 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 hereto2.08.
Appears in 1 contract
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower Borrowers 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) Date and the implementation of any related Benchmark Replacement, (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below Changes and (viii) 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 2.08 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 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 2.112.08, including, without limitation, including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction DocumentAgreement, except, in each case, as expressly required pursuant to this Section 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 hereto2.08.
Appears in 1 contract
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders in writing of (i) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in In Election, as applicable, and its related Benchmark Replacement Date, (ii) Date and the implementation of any related Benchmark Replacement, (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes, (iviii) the removal or reinstatement of any tenor of a Benchmark pursuant to clause paragraph (d) below and (viv) 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 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 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 2.114.6, including, without limitation, including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction Document, except, in each case, as expressly required pursuant to this Section 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 hereto4.6.
Appears in 1 contract
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders in writing 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, (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 (d) 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 2.11, including, without limitation, titled “Benchmark Replacement Setting,” including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 on all parties hereto 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 Transaction Loan Document, except, in each case, as expressly required pursuant to this Section 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 heretotitled “Benchmark Replacement Setting.”
Appears in 1 contract
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders in writing 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 (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 2.11, including, without limitation, titled “Benchmark Replacement Setting,” including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction Loan Document, except, in each case, as expressly required pursuant to this Section 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 heretotitled “Benchmark Replacement Setting.”
Appears in 1 contract
Notices; Standards for Decisions and Determinations. The Administrative Agent will 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) Date and the implementation of any related Benchmark Replacement, (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes, (iviii) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (viv) 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 2.22 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 Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.112.22, including, without limitation, including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction DocumentAgreement, except, in each case, as expressly required pursuant to this Section 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 hereto2.22.
Appears in 1 contract
Notices; Standards for Decisions and Determinations. The Administrative Agent will 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, (iii) 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 (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 2.11, §4.16 including, without limitation, any determination with respect to a tenor, rate or 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 Transaction Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 §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 by each party hereto.
Appears in 1 contract
Notices; Standards for Decisions and Determinations. The Administrative Agent Lead Lender will promptly notify the Borrower and the Lenders in writing Administrative Agent (who shall then give notice to 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 effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) 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 2.11, including, without limitation, titled “Benchmark Replacement Setting,” including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction Loan Document, except, in each case, as expressly required pursuant to this Section 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 heretotitled “Benchmark Replacement Setting.”
Appears in 1 contract
Sources: Exit Abl Credit Agreement (Pyxus International, Inc.)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower Borrowing Agent and the Lenders in writing of (i1) 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, (ii2) the implementation of any Benchmark Replacement, (iii3) the effectiveness of any Benchmark Replacement Conforming Changes, (iv4) the removal or reinstatement of any tenor of a Benchmark pursuant to clause paragraph (dv) below and (v5) 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 2.11, including, without limitation, titled “Benchmark Replacement Setting,” including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction Loan Document, except, in each case, as expressly required pursuant to this Section 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 heretotitled “Benchmark Replacement Setting.”
Appears in 1 contract
Notices; Standards for Decisions and Determinations. The Administrative Agent will 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) Date and the implementation of any related Benchmark Replacement, (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes, (iviii) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (viv) 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 2.24 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 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 2.112.24, including, without limitation, including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction Loan Document, except, in each case, as expressly required pursuant to this Section 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 hereto2.24.
Appears in 1 contract
Sources: Credit Agreement (Medifast Inc)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Parent 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 and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement, and (iiiiiiii) the effectiveness of any Benchmark Replacement Conforming ChangesChanges in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Parent Borrower of (ivx) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (dSection 2.14(e) below and (vivy) 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) or the Parent Borrower pursuant to this Section 2.112.14 (and any relevant defined terms), including, without limitation, including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction Loan Document, except, in each case, as expressly required pursuant to this Section 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 hereto2.14.
Appears in 1 contract
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower Borrowers 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 Date and the related Benchmark Replacement, (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes, (iviii) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Company of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (dSection 2.17(d) below and (vivy) 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 2.17 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 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 2.112.17, including, without limitation, including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction DocumentAgreement, except, in each case, as expressly required pursuant to this Section 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 hereto2.17.
Appears in 1 contract
Sources: Credit Agreement (Marsh & McLennan Companies, Inc.)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders in writing of (iA) 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, (iiB) the thethe implementation of any Benchmark Replacement, and (iiiCB) the effectiveness of any Benchmark Replacement Conforming Changes, (ivD) the removal or reinstatement of any tenor of a Benchmark pursuant to clause paragraph (dv) below and (vE) 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 2.11, including, without limitation, titled “Benchmark Replacement Setting,” including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction Loan Document, except, in each case, as expressly required pursuant to this Section 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 heretotitled “Benchmark Replacement Setting.”.
Appears in 1 contract
Sources: Term Loan Agreement (Easterly Government Properties, Inc.)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the US Borrower and the Lenders in writing Banks of (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, (iiBi) the implementation of any relevant Benchmark Replacement, and (iiiCii) the effectiveness of any Benchmark Replacement Replacementrelevant Conforming ChangesChanges in connection with the use, administration, adoption or implementation of any relevant Benchmark Replacement. The Agent will notify the US Borrower of (ivx) the removal or reinstatement of any tenor of a any relevant Benchmark pursuant to clause (dSection 2.03(d)(iv) below and (vDy) the commencement or conclusion of any Benchmark Unavailability Period, provided that the failure to give such notice under this clause (D) shall not affect the commencement or conclusion of anyof any applicable relevant Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender Bank (or group of LendersBanks) pursuant to this Section 2.112.03(d), including, without limitation, including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 heretoto this Agreement or any other Transaction Loan Document, except, in each case, as expressly required pursuant to this Section 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.2.03(d). 270034751 270134563
Appears in 1 contract
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders in writing 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, (ii) the implementation of any Benchmark Replacement, and (iiiiiiii) the effectiveness of any Benchmark Replacement Conforming Changes, in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Borrower of (ivivx) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (ddiv) below and (vy) the commencement or conclusion of any Benchmark Unavailability Period, provided that the failure to give such notice under this clause (v) shall not affect 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 2.112.13(b)3.8, including, without limitation, including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction Credit Document, except, in each case, as expressly required pursuant to this Section 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 hereto2.13(b).
Appears in 1 contract
Sources: Credit Agreement (Fluent, Inc.)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower Borrowers and the Lenders in writing 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, (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 (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 2.11, including, without limitation, titled “Benchmark Replacement Setting,” including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction Other Document, except, in each case, as expressly required pursuant to this Section 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 heretotitled “Benchmark Replacement Setting.”
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Ampco Pittsburgh Corp)
Notices; Standards for Decisions and Determinations. The Administrative Agent will 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, (iii) 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 (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 2.113.07, including, without limitation, any determination with respect to a tenor, rate or 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 Transaction Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 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.
Appears in 1 contract
Sources: Senior Secured Credit Agreement (Aimco Properties L.P.)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower Company 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, Replacement and (iiiii) the effectiveness of any Benchmark Replacement Conforming ChangesChanges in connection with the use, (iv) the removal administration, adoption or reinstatement of any tenor implementation of a Benchmark pursuant Replacement. For the avoidance of doubt, any notice required to clause be delivered by the Administrative Agent as set forth in this Section 2.17 may be provided, at the option of the Administrative Agent (d) below in its sole discretion), in one or more notices and (v) the commencement may be delivered together with, or conclusion as part of any amendment which implements any Benchmark Unavailability PeriodReplacement 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 2.11Section, including, without limitation, including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction Documenthereto, except, in each case, as expressly required pursuant to this Section 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 hereto2.17.
Appears in 1 contract
Notices; Standards for Decisions and Determinations. The Administrative Facility Agent will promptly notify the Borrower PMI and the Lenders in writing of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicableEvent, 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 (de) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Facility Agent or, if applicable, PMI or any Lender (or group of Lenders) pursuant to this Section 2.112.8, including, without limitation, including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction DocumentAgreement, except, in each case, as expressly required pursuant to this Section 2.11 2.8. 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 shall not may be a basis delivered together with, or as part of any claim of liability of amendment which implements any kind Benchmark Replacement or nature by any party hereto, all such claims being hereby waived individually be each party heretoConforming Changes.
Appears in 1 contract
Sources: Credit Agreement (Philip Morris International Inc.)
Notices; Standards for Decisions and Determinations. The Administrative Agent will 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) ii)of the implementation of any Benchmark Replacement, (iii) and the effectiveness of any Benchmark Replacement Conforming Changes, (iv) ). The Administrative Agent will notify the Borrower and the Lenders of the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) 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 2.11, titled “Benchmark Replacement Setting2.22,” including, without limitation, any determination with respect to a tenor, rate or 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 Transaction DocumentLoan Documenthereto, except, in each case, as expressly required pursuant to this Section 2.11 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 heretohereto2.22.
Appears in 1 contract
Sources: Credit Agreement (SmartStop Self Storage REIT, Inc.)
Notices; Standards for Decisions and Determinations. The Administrative Agent will 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, (iii) 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 (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 2.11, 4.9 including, without limitation, any determination with respect to a tenor, rate or 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 Transaction Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 4.9 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.
Appears in 1 contract
Sources: Credit Agreement (Epr Properties)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower CompanyBorrower 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) Date and the implementation of any related Benchmark Replacement, and (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes, (iviii) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (viv) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by Agent as set forth in this Section 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 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 2.11titled “LIBOR Successor Rate,”2.21, including, without limitation, including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction DocumentNote, except, in each case, as expressly required pursuant to this Section 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 heretotitled “LIBOR Successor Rate.”2.21.
Appears in 1 contract
Sources: Credit Agreement (Td Synnex Corp)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders in writing 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 (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent Agent, or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.11, including, without limitation, titled “Benchmark Replacement Setting,” including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction Loan Document, except, in each case, as expressly required pursuant to this Section 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 heretotitled “Benchmark Replacement Setting.”
Appears in 1 contract
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders in writing of (i) any (i)any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement DateEvent, (ii) the ii)the implementation of any Benchmark ReplacementReplacement and (ii), (iii) the iii)the effectiveness of any Benchmark Replacement Conforming Changes. For the avoidance of doubt, any notice required to be delivered by the Administrative Agent as set forth in this Section 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 any amendment which implements any Benchmark Replacement or Benchmark Replacement Conforming Changes, (iv) the iv)the removal or reinstatement of any tenor of a Benchmark pursuant to clause (df) below and (v) the 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 2.112.13, including, without limitation, including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 heretoto this Agreement or any other Transaction Loan Document, except, in each case, as expressly required pursuant to this Section 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 hereto2.13.
Appears in 1 contract
Notices; Standards for Decisions and Determinations. The Administrative Agent will 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, Replacement and (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes. 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 titled “Benchmark Replacement Setting” may be provided, at the option of the Administrative Agent (iv) the removal in its sole discretion), in one or reinstatement more notices and may be delivered together with, or as part of any tenor of a Benchmark pursuant to clause (d) below and (v) the commencement or conclusion of amendment which implements any Benchmark Unavailability PeriodReplacement 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 2.11, including, without limitation, titled “Benchmark Replacement Setting” including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction Documenthereto, except, in each case, as expressly required pursuant to this Section 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 heretotitled “Benchmark Replacement Setting”.
Appears in 1 contract
Sources: Credit Agreement (Azz Inc)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower Borrower, the Lenders, the Servicer, the Collateral Agent and the Lenders in writing Equityholder 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, (iiBServicer and the Lenders of (i) the implementation of any Benchmark Replacement, and (iiiCii) the effectiveness of any Benchmark Replacement Conforming Changes, (ivD) 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 (dclauseSection 2.18(vd) below and (vEy) 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 2.112.18, including, without limitation, including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction Facility Document, except, in each case, as expressly required pursuant to this Section 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 hereto2.18.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Blackstone Secured Lending Fund)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders in writing of (iA) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (iiB) the implementation of any Benchmark Replacement, (iiiC) the effectiveness of any Benchmark Replacement Conforming Changes, (ivD) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (div) below and (vE) 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 2.11, titled “Benchmark Replacement Setting,” including, without limitation, any determination with respect to a tenor, rate or 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 Transaction Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 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.
Appears in 1 contract
Sources: Credit and Security Agreement (Ramaco Resources, Inc.)
Notices; Standards for Decisions and Determinations. The Administrative Agent will shallwill promptly notify the Borrower and the Lenders in writing (and obtain the consent of any such Persons, if required by the terms of this Agreement) 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, (ii) theof (i) the implementation of any Benchmark Replacement, (iiiiiiii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) in connection with the use, administration, adoption or implementation of a Benchmark Replacement and (iii) 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 and (v) the commencement or conclusion of any Benchmark Unavailability PeriodPeriodSection 3.03(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 2.113.033.03 , including, without limitation, including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction Financing Document, except, in each case, as expressly required pursuant to this Section 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 heretoAgreementSection 3.03.
Appears in 1 contract
Sources: Credit Agreement (MN8 Energy, Inc.)
Notices; Standards for Decisions and Determinations. The Administrative Agent will 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, (iii) 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 (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 2.11§4.16, including, without limitation, any determination with respect to a tenor, rate or 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 Transaction Loan Document, except, in each case, as expressly required pursuant to this Section 2.11 §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.
Appears in 1 contract
Notices; Standards for Decisions and Determinations. The Administrative Agent will 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 Date, and the related Benchmark Replacement, (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes, (iviii) 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 (dclauseSection 2.24(d) below and (vivy) 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 2.24 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 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 2.112.24, including, without limitation, including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction Loan Document, except, in each case, as expressly required pursuant to this Section 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 hereto2.24.
Appears in 1 contract
Sources: Credit Agreement (Medifast Inc)
Notices; Standards for Decisions and Determinations. The Administrative Agent will 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, Replacement and (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes, . The Administrative Agent will notify the Borrower of (ivy) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (dSection 2.13(d) below and (vz) 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 2.13 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 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 2.112.13, including, without limitation, including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction Documenthereto, except, in each case, as expressly required pursuant to this Section 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 hereto2.13.
Appears in 1 contract
Sources: Senior Secured Credit Agreement (SLR Investment Corp.)
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower Borrowers and the Lenders in writing of (i1) 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, (ii2) the implementation of any Benchmark Replacement, (iii3) the effectiveness of any Benchmark Replacement Conforming Changes, (iv4) the removal or reinstatement of any tenor of a Benchmark pursuant to clause paragraph (dv) below and (v5) 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 2.11, including, without limitation, titled “Benchmark Replacement Setting,” including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction Loan Document, except, in each case, as expressly required pursuant to this Section 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 heretotitled “Benchmark Replacement Setting.”
Appears in 1 contract
Notices; Standards for Decisions and Determinations. The Administrative Facility Agent will promptly notify the Borrower PMI 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, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (de) 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 Facility Agent, or, if applicable, PMI or any Lender (or group of Lenders) pursuant to this Section 2.112.8, including, without limitation, including any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, 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 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 Transaction DocumentAgreement, except, in each case, as expressly required pursuant to this Section 2.11 2.8. 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 shall not may be a basis delivered together with, or as part of any claim of liability of amendment which implements any kind Benchmark Replacement or nature by any party hereto, all such claims being hereby waived individually be each party heretoConforming Changes.
Appears in 1 contract
Sources: Credit Agreement (Philip Morris International Inc.)