Agreement with Respect to the Benchmark Replacement. By its acquisition of the Notes, each Noteholder (including each holder of a beneficial interest in the Notes) (i) will acknowledge, accept, consent and agree to be bound by the Issuer’s or its designee’s determination of a Benchmark Transition Event, a Benchmark Replacement Date, the Benchmark Replacement, the Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes, including as may occur without any prior notice from us and without the need for us to obtain any further consent from such Noteholder, (ii) will waive any and all claims, in law and/or in equity, against the Fiscal Agent and the Calculation Agent or the Issuer’s designee for, agree not to initiate a suit against the Fiscal Agent and the Calculation Agent or the Issuer’s designee in respect of, and agree that none of the Fiscal Agent, the Calculation Agent or the Issuer’s designee will be liable for, the determination of or the Issuer’s failure or delay to determine any Benchmark Transition Event, any Benchmark Replacement Date, any Benchmark Replacement, any Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes, and any losses suffered in connection therewith and (iii) will agree that none of the Fiscal Agent, the Calculation Agent or the Issuer’s designee will have any obligation to determine, confirm or verify any Benchmark Transition Event, any Benchmark Replacement Date, any Benchmark Replacement, any Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes (including any adjustments thereto), including in the event of any failure or delay by the Issuer to determine any Benchmark Transition Event, any Benchmark Replacement Date, any Benchmark Replacement, any Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes. All percentages resulting from any calculation of any interest rate for the Notes will be rounded, if necessary, to the nearest one hundred thousandth of a percentage point, with five one-millionths of a percentage point rounded upward (e.g., 9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655)), and all dollar amounts would be rounded to the nearest cent, with one-half cent being rounded.
