Common use of Benchmark Determination Clause in Contracts

Benchmark Determination. (a) On each SOFR Adjustment Date, the Administrator shall determine the SOFR Rate in accordance with the definition thereof and shall send to the Servicer by email transmission notification of the SOFR Rate for the Interest Accrual Period. The Servicer shall include the SOFR Rate for the Interest Accrual Period in the Servicer Certificate. All determinations of the SOFR Rate, in the absence of manifest error, shall be conclusive and binding on the Noteholders. (b) If the Administrator (on behalf of the Issuing Entity) determines prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the determination of the then-current Benchmark, the Benchmark Replacement determined by the Administrator (on behalf of the Issuing Entity) will replace the then-current Benchmark for all purposes relating to the Class A-2b Notes in respect of such determination on such date and all such determinations on all subsequent dates. The Administrator (on behalf of the Issuing Entity) shall deliver written notice (including by email) to each Rating Agency, the Indenture Trustee and the Servicer on any SOFR Adjustment Date if, as of the applicable Reference Time, the Administrator (on behalf of the Issuing Entity) has determined with respect to the related Interest Accrual Period that there will be a change in the SOFR Rate or the terms related thereto since the immediately preceding SOFR Adjustment Date due to a determination by the Administrator that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred. The Administrator (on behalf of the Issuing Entity) shall have the right to make SOFR Conforming Changes and, in connection with the implementation of a Benchmark Replacement, Benchmark Replacement Conforming Changes, from time to time. Notwithstanding anything in this Indenture or the other Basic Documents to the contrary, upon the receipt of such notice by the Rating Agencies, the Indenture Trustee and the Servicer, and the inclusion of such information in the Servicer Certificate, this Indenture and/or any other relevant Basic Document will be deemed to have been amended to reflect such Unadjusted Benchmark Replacement, Benchmark Replacement Adjustment and/or Benchmark Replacement Conforming Changes without further compliance with the provisions of Article IX of this Indenture, or the amendment provisions of any other relevant Basic Document. (c) All percentages resulting from any calculation on the Class A-2b Notes shall be rounded to the nearest one hundred-thousandth of a percentage point, with five-millionths of a percentage point rounded upwards (e.g., 9.8765445% (or 0.098765445) would be rounded to 9.87655% (or 0.0987655)), and all dollar amounts used in or resulting from that calculation on the Class A-2b Notes will be rounded to the nearest cent (with one-half cent being rounded upwards). (d) Any determination, decision or election that may be made by the Administrator (on behalf of the Issuing Entity) pursuant to this Section 8.03 (or pursuant to any capitalized term used in this Section 8.03 or in any such capitalized term), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error, may be made in the Administrator’s sole discretion, and, notwithstanding anything to the contrary in the Basic Documents, will become effective without consent from any other party. None of the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Administrator, the Sponsor, the Depositor or the Servicer, or their respective Affiliates, will have any liability for any determination made by or on behalf of the Issuing Entity pursuant to this Section 8.03 (or pursuant to any capitalized term used in this Section 8.03 or in any such capitalized term), and each Noteholder and Note Owner, by its acceptance of a Note or a beneficial interest in a Note, will be deemed to waive and release any and all claims against the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Administrator, the Sponsor, the Depositor and the Servicer, and their respective Affiliates relating to any such determinations. (e) The Indenture Trustee shall be under no obligation to (i) monitor, determine or verify the unavailability or cessation of the SOFR Rate (or the then-current Benchmark), or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of, any Benchmark Transition Event or Benchmark Replacement Date, (ii) select, determine or designate any Benchmark Replacement, or other successor or replacement benchmark index, or whether any conditions to the designation of such a rate have been satisfied, (iii) select, determine or designate any Benchmark Replacement Adjustment, or other modifier to any replacement or successor index, or (iv) determine whether or what Benchmark Replacement Conforming Changes are necessary or advisable, if any, in connection with any of the foregoing. (f) The Indenture Trustee shall not be liable for any inability, failure or delay on its part to perform any of its duties set forth in this Agreement as a result of the unavailability of the SOFR Rate (or the then-current Benchmark) and absence of a designated replacement Benchmark, including as a result of any inability, delay, error or inaccuracy on the part of any other transaction party, including without limitation the Issuing Entity, in providing any direction, instruction, notice or information required or contemplated by the terms of this Agreement and reasonably required for the performance of such duties. The Indenture Trustee shall be entitled to rely conclusively upon any determination made, and any instruction, notice, Officer’s Certificate or other instrument or information provided by the Administrator, Servicer or Depositor without independent verification, investigation or inquiry of any kind by the Indenture Trustee. (g) The Indenture Trustee shall not be liable for any interest rate published by any publication that is the source of determining the interest rates of the Notes, including but not limited to the FRBNY’s Website (or any successor source), for any rates compiled by the FRBNY or any successor thereto, or for any rates published on any publicly available source, or in any of the foregoing cases for any delay, error or inaccuracy in the publication of any such rates, or for any subsequent correction or adjustment thereto.

Benchmark Determination. (a) On If the Benchmark is One-Month LIBOR, on each SOFR Adjustment LIBOR Determination Date, the Administrator One-Month LIBOR shall determine the SOFR Rate be determined in accordance with the procedures set forth in such definition thereof and shall send on Appendix A to the Sale and Servicing Agreement. If the Benchmark is any rate other than One-Month LIBOR, on each Benchmark Determination Date, the Issuing Entity will notify the Servicer and the Indenture Trustee in writing (including by email transmission notification email) of the SOFR Rate Benchmark for the related Interest Accrual Period. The Servicer shall include the SOFR Rate for the Interest Accrual Period in the Servicer Certificate. All determinations of the SOFR RateBenchmark by the Issuing Entity, in the absence of manifest error, shall will be conclusive and binding on the Noteholders. (b) If the Administrator (on behalf of the Issuing Entity) Entity determines prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any determination of the then-current BenchmarkBenchmark on any date, the Benchmark Replacement determined by the Administrator (on behalf of the Issuing Entity) will replace the then-current Benchmark for all purposes relating to the Class A-2b Notes in respect of such determination on such date and all such determinations on all subsequent dates. The Administrator (on behalf of Notwithstanding the foregoing, if the initial Benchmark Replacement is any rate other than Term SOFR and the Issuing Entity) shall deliver written notice (including by email) to each Rating AgencyEntity later determines that Term SOFR can be determined, Term SOFR will become the Indenture Trustee and the Servicer on any SOFR Adjustment Date if, as of the applicable Reference Time, the Administrator (on behalf of the Issuing Entity) has determined with respect to the related Interest Accrual Period that there will be a change in the SOFR Rate or the terms related thereto since the immediately preceding SOFR Adjustment Date due to a determination by the Administrator that a Benchmark Transition Event and its related new Unadjusted Benchmark Replacement and will, together with a new Benchmark Replacement Adjustment for Term SOFR, replace the then-current Benchmark on the next Benchmark Determination Date have occurred. The Administrator for Term SOFR. (on behalf of the Issuing Entityc) shall have the right to make SOFR Conforming Changes and, in In connection with the implementation of a Benchmark Replacement, the Issuing Entity will have the right to make Benchmark Replacement Conforming Changes from time to time. (d) Promptly following the determination of a Benchmark Replacement and/or the making of any Benchmark Replacement Conforming Changes, from time the Issuing Entity will notify the Indenture Trustee and the Servicer, and will provide to timethe Servicer the relevant information regarding the Unadjusted Benchmark Replacement, the Benchmark Replacement Adjustment and any such Benchmark Replacement Conforming Changes for inclusion in the Servicer’s Certificate. Notwithstanding anything in this Indenture or the other Basic Documents to the contrary, upon the receipt delivery of such notice by the Rating Agencies, the Indenture Trustee and the Servicer, and the inclusion of such information in the Servicer Servicer’s Certificate, this Indenture and/or any other relevant Basic Document will be deemed to have been amended to reflect such Unadjusted Benchmark Replacement, Benchmark Replacement Adjustment and/or Benchmark Replacement Conforming Changes without further compliance with the provisions of Article IX of this Indenture, Indenture or the amendment provisions of any other relevant Basic Document. (c) All percentages resulting from any calculation on the Class A-2b Notes shall be rounded to the nearest one hundred-thousandth of a percentage point, with five-millionths of a percentage point rounded upwards (e.g., 9.8765445% (or 0.098765445) would be rounded to 9.87655% (or 0.0987655)), and all dollar amounts used in or resulting from that calculation on the Class A-2b Notes will be rounded to the nearest cent (with one-half cent being rounded upwards). (de) Any determination, decision or election that may be made by the Administrator (on behalf of the Issuing Entity) Entity pursuant to this Section 8.03 (or pursuant to any capitalized term used in this Section 8.03 or in any such capitalized term), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error, may be made in the AdministratorIssuing Entity’s sole discretion, and, notwithstanding anything to the contrary in the Basic Documents, will become effective without consent from any other party. None of the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Administrator, the Sponsor, the Depositor or the Servicer, or their respective Affiliates, will have any liability for any determination made by or on behalf of the Issuing Entity pursuant to this Section 8.03 (or pursuant to any capitalized term used in this Section 8.03 or in any such capitalized term), and each Noteholder and Note Owner, by its acceptance of a Note or a beneficial interest in a Note, will be deemed to waive and release any and all claims against the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Administrator, the Sponsor, the Depositor and the Servicer, and their respective Affiliates relating to any such determinations. (e) The Indenture Trustee shall be under no obligation to (i) monitor, determine or verify the unavailability or cessation of the SOFR Rate (or the then-current Benchmark), or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of, any Benchmark Transition Event or Benchmark Replacement Date, (ii) select, determine or designate any Benchmark Replacement, or other successor or replacement benchmark index, or whether any conditions to the designation of such a rate have been satisfied, (iii) select, determine or designate any Benchmark Replacement Adjustment, or other modifier to any replacement or successor index, or (iv) determine whether or what Benchmark Replacement Conforming Changes are necessary or advisable, if any, in connection with any of the foregoing. (f) The Indenture Trustee shall not be liable for any inability, failure or delay on its part to perform any of its duties set forth in this Agreement as a result of the unavailability of the SOFR Rate (or the then-current Benchmark) and absence of a designated replacement Benchmark, including as a result of any inability, delay, error or inaccuracy on the part of any other transaction party, including without limitation the Issuing Entity, in providing any direction, instruction, notice or information required or contemplated by the terms of this Agreement and reasonably required for the performance of such duties. The Indenture Trustee shall be entitled to rely conclusively upon any determination made, and any instruction, notice, Officer’s Certificate or other instrument or information provided by the Administrator, Servicer or Depositor without independent verification, investigation or inquiry of any kind by the Indenture Trustee. (g) The Indenture Trustee shall not be liable for any interest rate published by any publication that is the source of determining the interest rates of the Notes, including but not limited to the FRBNY’s Website (or any successor source), for any rates compiled by the FRBNY or any successor thereto, or for any rates published on any publicly available source, or in any of the foregoing cases for any delay, error or inaccuracy in the publication of any such rates, or for any subsequent correction or adjustment thereto.

Benchmark Determination. (a) On If the Benchmark is One-Month LIBOR, on each SOFR Adjustment LIBOR Determination Date, the Administrator One-Month LIBOR shall determine the SOFR Rate be determined in accordance with the procedures set forth in such definition thereof and shall send on Appendix A to the Sale and Servicing Agreement. If the Benchmark is any rate other than One-Month LIBOR, on each Benchmark Determination Date, the Issuing Entity will notify the Servicer and the Indenture Trustee in writing (including by email transmission notification email) of the SOFR Rate Benchmark for the related Interest Accrual Period. The Servicer shall include the SOFR Rate for the Interest Accrual Period in the Servicer Certificate. All determinations of the SOFR RateBenchmark by the Issuing Entity, in the absence of manifest error, shall will be conclusive and binding on the Noteholders. (b) If the Administrator (on behalf of the Issuing Entity) Entity determines prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any determination of the then-current BenchmarkBenchmark on any date, the Benchmark Replacement determined by the Administrator (on behalf of the Issuing Entity) will replace the then-current Benchmark for all purposes relating to the Class A-2b Notes in respect of such determination on such date and all such determinations on all subsequent dates. The Administrator (on behalf of Notwithstanding the foregoing, if the initial Benchmark Replacement is any rate other than Term SOFR and the Issuing Entity) shall deliver written notice (including by email) to each Rating AgencyEntity later determines that Term SOFR can be determined, Term SOFR will become the Indenture Trustee and the Servicer on any SOFR Adjustment Date if, as of the applicable Reference Time, the Administrator (on behalf of the Issuing Entity) has determined with respect to the related Interest Accrual Period that there will be a change in the SOFR Rate or the terms related thereto since the immediately preceding SOFR Adjustment Date due to a determination by the Administrator that a Benchmark Transition Event and its related new Unadjusted Benchmark Replacement and will, together with a new Benchmark Replacement Adjustment for Term SOFR, replace the then-current Benchmark on the next Benchmark Determination Date have occurred. The Administrator for Term SOFR. (on behalf of the Issuing Entityc) shall have the right to make SOFR Conforming Changes and, in In connection with the implementation of a Benchmark Replacement, the Issuing Entity will have the right to make Benchmark Replacement Conforming Changes from time to time. (d) Promptly following the determination of a Benchmark Replacement and/or the making of any Benchmark Replacement Conforming Changes, from time the Issuing Entity will notify the Indenture Trustee and the Servicer, and will provide to timethe Servicer the relevant information regarding the Unadjusted Benchmark Replacement, the Benchmark Replacement Adjustment and any such Benchmark Replacement Conforming Changes for inclusion in the Servicer’s Certificate. Notwithstanding anything in this Indenture or the other Basic Documents to the contrary, upon the receipt delivery of such notice by the Rating Agencies, the Indenture Trustee and the Servicer, and the inclusion of such information in the Servicer Servicer’s Certificate, this Indenture and/or any other relevant Basic Document will be deemed to have been amended to reflect such Unadjusted Benchmark Replacement, Benchmark Replacement Adjustment and/or Benchmark Replacement Conforming Changes without further compliance with the provisions of Article IX of this Indenture, Indenture or the amendment provisions of any other relevant Basic Document. (c) All percentages resulting from any calculation on the Class A-2b Notes shall be rounded to the nearest one hundred-thousandth of a percentage point, with five-millionths of a percentage point rounded upwards (e.g., 9.8765445% (or 0.098765445) would be rounded to 9.87655% (or 0.0987655)), and all dollar amounts used in or resulting from that calculation on the Class A-2b Notes will be rounded to the nearest cent (with one-half cent being rounded upwards). (de) Any determination, decision or election that may be made by the Administrator (on behalf of the Issuing Entity) Entity pursuant to this Section 8.03 (or pursuant to any capitalized term used in this Section 8.03 or in any such capitalized term), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error, may be made in the AdministratorIssuing Entity’s sole discretion, and, notwithstanding anything to the contrary in the Basic Documents, will become effective without consent from any other party. None of the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Administrator, the Sponsor, the Depositor or the Servicer, or their respective Affiliates, will have any liability for any determination made by or on behalf of the Issuing Entity pursuant to this Section 8.03 (or pursuant to any capitalized term used in this Section 8.03 or in any such capitalized term), and each Noteholder and Note Owner, by its acceptance of a Note or a beneficial interest in a Note, will be deemed to waive and release any and all claims against the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Administrator, the Sponsor, the Depositor and the Servicer, and their respective Affiliates relating to any such determinations. (ef) The Indenture Trustee shall be under no obligation to (i) monitor, determine or verify the unavailability or cessation of the SOFR Rate One-Month LIBOR (or the then-current other applicable Benchmark), or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of, any Benchmark Transition Event or Benchmark Replacement Date, (ii) select, determine or designate any Benchmark Replacement, or other successor or replacement benchmark index, or whether any conditions to the designation of such a rate have been satisfied, (iii) select, determine or designate any Benchmark Replacement Adjustment, or other modifier to any replacement or successor index, or (iv) determine whether or what Benchmark Replacement Conforming Changes are necessary or advisable, if any, in connection with any of the foregoing. (fg) The Indenture Trustee shall not be liable for any inability, failure or delay on its part to perform any of its duties set forth in this Agreement as a result of the unavailability of the SOFR Rate One-Month LIBOR (or the then-current other applicable Benchmark) and absence of a designated replacement Benchmark, including as a result of any inability, delay, error or inaccuracy on the part of any other transaction party, including without limitation the Issuing Entity, in providing any direction, instruction, notice or information required or contemplated by the terms of this Agreement and reasonably required for the performance of such duties. The Indenture Trustee shall be entitled to rely conclusively upon any determination made, and any instruction, notice, Officer’s Certificate or other instrument or information provided by the Administrator, Servicer or Depositor without independent verification, investigation or inquiry of any kind by the Indenture Trustee. (g) The Indenture Trustee shall not be liable for any interest rate published by any publication that is the source of determining the interest rates of the Notes, including but not limited to the FRBNY’s Website (or any successor source), for any rates compiled by the FRBNY or any successor thereto, or for any rates published on any publicly available source, or in any of the foregoing cases for any delay, error or inaccuracy in the publication of any such rates, or for any subsequent correction or adjustment thereto.

Benchmark Determination. (a) On each SOFR Adjustment Date, the Administrator Note Paying Agent shall determine obtain the SOFR Rate in accordance with the definition thereof and shall send to the Servicer by email transmission notification of the SOFR Rate for the Interest Accrual Period. The Servicer shall include the SOFR Rate for the Interest Accrual Period in the Servicer Certificate. All determinations of the SOFR Rate, in the absence of manifest error, shall be conclusive and binding on the Noteholders. (b) If the Administrator (on behalf of the Issuing EntityIssuer) determines prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the determination of the then-current Benchmark, the Benchmark Replacement determined by the Administrator (on behalf of the Issuing EntityIssuer) will replace the then-current Benchmark for all purposes relating to the Class A-2b A-2B Notes in respect of such determination on such date and all such determinations on all subsequent dates. The Administrator (on behalf of the Issuing EntityIssuer) shall deliver written notice (including by email) to each Rating Agency, the Indenture Trustee Trustee, the Note Paying Agent and the Servicer on any SOFR Adjustment Date if, as of the applicable Reference Time, the Administrator (on behalf of the Issuing EntityIssuer) has determined with respect to the related Interest Accrual Period that there will be a change in the SOFR Rate or the terms related thereto since the immediately preceding SOFR Adjustment Date due to a determination by the Administrator that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred. The Administrator (on behalf of the Issuing EntityIssuer) shall have the right to make SOFR Adjustment Conforming Changes and, in connection with the implementation of a Benchmark Replacement, Benchmark Replacement Conforming Changes, from time to time. Notwithstanding anything in this Indenture or the other 2024-A Basic Documents to the contrary, upon the receipt of such notice by the Rating Agencies, the Indenture Trustee Trustee, the Note Paying Agent and the Servicer, and the inclusion of such information in the Servicer CertificateMonthly Investor Report, this Indenture and/or any other relevant 2024-A Basic Document will be deemed to have been amended to reflect such Unadjusted Benchmark Replacement, Benchmark Replacement Adjustment and/or Benchmark Replacement Conforming Changes without further compliance with the provisions of Article IX Nine of this Indenture, or the amendment provisions of any other relevant 2024-A Basic Document. (c) All percentages resulting from any calculation on the Class A-2b A-2B Notes shall be rounded to the nearest one hundred-thousandth of a percentage point, with five-millionths of a percentage point rounded upwards (e.g., 9.87654459.876545% (or 0.0987654450.09876545) would be rounded to 9.87655% (or 0.0987655)), and all dollar amounts used in or resulting from that calculation on the Class A-2b A-2B Notes will be rounded to the nearest cent (with one-half cent being rounded upwards). (d) Any determination, decision or election that may be made by the Administrator (on behalf of the Issuing EntityIssuer) pursuant to this Section 8.03 (or pursuant to any capitalized term used in this Section 8.03 or in any such capitalized term), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error, may be made in the Administrator’s sole discretion, and, notwithstanding anything to the contrary in the 2024-A Basic Documents, will become effective without consent from any other party. None of the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee, the AdministratorNote Paying Agent, the SponsorAdministrator, the Depositor or the Servicer, or their respective Affiliates, will have any liability for any determination made by or on behalf of the Issuing Entity Issuer pursuant to this Section 8.03 (or pursuant to any capitalized term used in this Section 8.03 or in any such capitalized term), and each Noteholder and Note Owner, by its acceptance of a Note or a beneficial interest in a Note, will be deemed to waive and release any and all claims against the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee, the Note Paying Agent the Administrator, the Sponsor, the Depositor and the Servicer, and their respective Affiliates relating to any such determinations. (e) The Indenture Trustee and the Note Paying Agent shall each be under no obligation to (i) monitor, determine or verify the unavailability or cessation of the SOFR Rate (or the then-current Benchmark), or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of, any Benchmark Transition Event or Benchmark Replacement Date, (ii) select, determine or designate any Benchmark Replacement, or other successor or replacement benchmark index, or whether any conditions to the designation of such a rate have been satisfied, (iii) select, determine or designate any Benchmark Replacement Adjustment, or other modifier to any replacement or successor index, or (iv) determine whether or what Benchmark Replacement Conforming Changes are necessary or advisable, if any, in connection with any of the foregoing. (f) The Neither the Indenture Trustee nor Note Paying Agent shall not be liable for any inability, failure or delay on its part to perform any of its duties set forth in this Agreement Indenture as a result of the unavailability of the SOFR Rate (or the then-current Benchmark) and the absence of a designated replacement Benchmark, including as a result of any inability, delay, error or inaccuracy on the part of any other transaction party, including without limitation the Issuing EntityIssuer, in providing any direction, instruction, notice or information required or contemplated by the terms of this Agreement Indenture and reasonably required for the performance of such duties. The Indenture Trustee and the Note Paying Agent shall be entitled to rely conclusively upon any determination made, and any instruction, notice, Officer’s Certificate or other instrument or information provided by the Administrator, Servicer or Depositor without independent verification, investigation or inquiry of any kind by the Indenture TrusteeTrustee and the Note Paying Agent. (g) The Indenture Trustee and the Note Paying Agent shall each not be liable for any interest rate published by any publication that is the source of determining the interest rates of the Notes, including but not limited to the FRBNY’s Website (or any successor source), for any rates compiled by the FRBNY or any successor thereto, or for any rates published on any publicly available source, or in any of the foregoing cases for any delay, error or inaccuracy in the publication of any such rates, or for any subsequent correction or adjustment theretothereto and in no event will (x) the Indenture Trustee or the Note Paying Agent be responsible for obtaining the SOFR Rate or any substitute for SOFR if such rate does not appear on the FRBNY’s Website or on a comparable system as is customarily used to quote SOFR or such substitute for SOFR.

Benchmark Determination. (a) On each SOFR Adjustment Date, the Administrator Note Paying Agent shall determine obtain the SOFR Rate in accordance with the definition thereof and shall send to the Servicer by email transmission notification of the SOFR Rate for the Interest Accrual Period. The Servicer shall include the SOFR Rate for the Interest Accrual Period in the Servicer Certificate. All determinations of the SOFR Rate, in the absence of manifest error, shall be conclusive and binding on the Noteholders. (b) If the Administrator (on behalf of the Issuing EntityIssuer) determines prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the determination of the then-current Benchmark, the Benchmark Replacement determined by the Administrator (on behalf of the Issuing EntityIssuer) will replace the then-current Benchmark for all purposes relating to the Class A-2b A-2B Notes in respect of such determination on such date and all such determinations on all subsequent dates. The Administrator (on behalf of the Issuing EntityIssuer) shall deliver written notice (including by email) to each Rating Agency, the Indenture Trustee Trustee, the Note Paying Agent and the Servicer on any SOFR Adjustment Date if, as of the applicable Reference Time, the Administrator (on behalf of the Issuing EntityIssuer) has determined with respect to the related Interest Accrual Period that there will be a change in the SOFR Rate or the terms related thereto since the immediately preceding SOFR Adjustment Date due to a determination by the Administrator that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred. The Administrator (on behalf of the Issuing EntityIssuer) shall have the right to make SOFR Adjustment Conforming Changes and, in connection with the implementation of a Benchmark Replacement, Benchmark Replacement Conforming Changes, from time to time. Notwithstanding anything in this Indenture or the other 2024-B Basic Documents to the contrary, upon the receipt of such notice by the Rating Agencies, the Indenture Trustee Trustee, the Note Paying Agent and the Servicer, and the inclusion of such information in the Servicer CertificateMonthly Investor Report, this Indenture and/or any other relevant 2024-B Basic Document will be deemed to have been amended to reflect such Unadjusted Benchmark Replacement, Benchmark Replacement Adjustment and/or Benchmark Replacement Conforming Changes without further compliance with the provisions of Article IX Nine of this Indenture, or the amendment provisions of any other relevant 2024-B Basic Document. (c) All percentages resulting from any calculation on the Class A-2b A-2B Notes shall be rounded to the nearest one hundred-thousandth of a percentage point, with five-millionths of a percentage point rounded upwards (e.g., 9.87654459.876545% (or 0.0987654450.09876545) would be rounded to 9.87655% (or 0.0987655)), and all dollar amounts used in or resulting from that calculation on the Class A-2b A-2B Notes will be rounded to the nearest cent (with one-half cent being rounded upwards). (d) Any determination, decision or election that may be made by the Administrator (on behalf of the Issuing EntityIssuer) pursuant to this Section 8.03 (or pursuant to any capitalized term used in this Section 8.03 or in any such capitalized term), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error, may be made in the Administrator’s sole discretion, and, notwithstanding anything to the contrary in the 2024-B Basic Documents, will become effective without consent from any other party. None of the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee, the AdministratorNote Paying Agent, the SponsorAdministrator, the Depositor or the Servicer, or their respective Affiliates, will have any liability for any determination made by or on behalf of the Issuing Entity Issuer pursuant to this Section 8.03 (or pursuant to any capitalized term used in this Section 8.03 or in any such capitalized term), and each Noteholder and Note Owner, by its acceptance of a Note or a beneficial interest in a Note, will be deemed to waive and release any and all claims against the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee, the Note Paying Agent the Administrator, the Sponsor, the Depositor and the Servicer, and their respective Affiliates relating to any such determinations. (e) The Indenture Trustee and the Note Paying Agent shall each be under no obligation to (i) monitor, determine or verify the unavailability or cessation of the SOFR Rate (or the then-current Benchmark), or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of, any Benchmark Transition Event or Benchmark Replacement Date, (ii) select, determine or designate any Benchmark Replacement, or other successor or replacement benchmark index, or whether any conditions to the designation of such a rate have been satisfied, (iii) select, determine or designate any Benchmark Replacement Adjustment, or other modifier to any replacement or successor index, or (iv) determine whether or what Benchmark Replacement Conforming Changes are necessary or advisable, if any, in connection with any of the foregoing. (f) The Neither the Indenture Trustee nor Note Paying Agent shall not be liable for any inability, failure or delay on its part to perform any of its duties set forth in this Agreement Indenture as a result of the unavailability of the SOFR Rate (or the then-current Benchmark) and the absence of a designated replacement Benchmark, including as a result of any inability, delay, error or inaccuracy on the part of any other transaction party, including without limitation the Issuing EntityIssuer, in providing any direction, instruction, notice or information required or contemplated by the terms of this Agreement Indenture and reasonably required for the performance of such duties. The Indenture Trustee and the Note Paying Agent shall be entitled to rely conclusively upon any determination made, and any instruction, notice, Officer’s Certificate or other instrument or information provided by the Administrator, Servicer or Depositor without independent verification, investigation or inquiry of any kind by the Indenture TrusteeTrustee and the Note Paying Agent. (g) The Indenture Trustee and the Note Paying Agent shall each not be liable for any interest rate published by any publication that is the source of determining the interest rates of the Notes, including but not limited to the FRBNY’s Website (or any successor source), for any rates compiled by the FRBNY or any successor thereto, or for any rates published on any publicly available source, or in any of the foregoing cases for any delay, error or inaccuracy in the publication of any such rates, or for any subsequent correction or adjustment theretothereto and in no event will (x) the Indenture Trustee or the Note Paying Agent be responsible for obtaining the SOFR Rate or any substitute for SOFR if such rate does not appear on the FRBNY’s Website or on a comparable system as is customarily used to quote SOFR or such substitute for SOFR.

Benchmark Determination. (a) On each SOFR Adjustment Date, the Administrator shall determine the SOFR Rate in accordance with the definition thereof and shall send to the Servicer by email transmission notification of the SOFR Rate for the Interest Accrual Period. The Servicer shall include the SOFR Rate for the Interest Accrual Period in the Servicer Certificate. All determinations of the SOFR Rate, in the absence of manifest error, shall be conclusive and binding on the Noteholders. (b) If the Administrator (on behalf of the Issuing Entity) determines prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the determination of the then-current Benchmark, the Benchmark Replacement determined by the Administrator (on behalf of the Issuing Entity) will replace the then-current Benchmark for all purposes relating to the Class A-2b Notes in respect of such determination on such date and all such determinations on all subsequent dates. The Administrator (on behalf of the Issuing Entity) shall deliver written notice (including by email) to each Rating Agency, the Indenture Trustee and the Servicer on any SOFR Adjustment Date if, as of the applicable Reference Time, the Administrator (on behalf of the Issuing Entity) has determined with respect to the related Interest Accrual Period that there will be a change in the SOFR Rate or the terms related thereto since the immediately preceding SOFR Adjustment Date due to a determination by the Administrator that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred. The Administrator (on behalf of the Issuing Entity) shall have the right to make SOFR Conforming Changes and, in connection with the implementation of a Benchmark Replacement, Benchmark Replacement Conforming Changes, from time to time. Notwithstanding anything in this Indenture or the other Basic Documents to the contrary, upon the receipt of such notice by the Rating Agencies, the Indenture Trustee and the Servicer, and the inclusion of such information in the Servicer Certificate, this Indenture and/or any other relevant Basic Document will be deemed to have been amended to reflect such Unadjusted Benchmark Replacement, Benchmark Replacement Adjustment and/or Benchmark Replacement Conforming Changes without further compliance with the provisions of Article IX of this Indenture, or the amendment provisions of any other relevant Basic Document. (c) All percentages resulting from any calculation on the Class A-2b Notes shall be rounded to the nearest one hundred-thousandth of a percentage point, with five-millionths of a percentage point rounded upwards (e.g., 9.8765445% (or 0.098765445) would be rounded to 9.87655% (or 0.0987655)), and all dollar amounts used in or resulting from that calculation on the Class A-2b Notes will be rounded to the nearest cent (with one-half cent being rounded upwards). (d) Any determination, decision or election that may be made by the Administrator (on behalf of the Issuing Entity) pursuant to this Section 8.03 (or pursuant to any capitalized term used in this Section 8.03 or in any such capitalized term), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error, may be made in the Administrator’s sole discretion, and, notwithstanding anything to the contrary in the Basic Documents, will become effective without consent from any other party. None of the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Administrator, the Sponsor, the Depositor or the Servicer, or their respective Affiliates, will have any liability for any determination made by or on behalf of the Issuing Entity pursuant to this Section 8.03 (or pursuant to any capitalized term used in this Section 8.03 or in any such capitalized term), and each Noteholder and Note Owner, by its acceptance of a Note or a beneficial interest in a Note, will be deemed to waive and release any and all claims against the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Administrator, the Sponsor, the Depositor and the Servicer, and their respective Affiliates relating to any such determinations. (e) The Indenture Trustee shall be under no obligation to (i) monitor, determine or verify the unavailability or cessation of the SOFR Rate (or the then-current Benchmark), or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of, any Benchmark Transition Event or Benchmark Replacement Date, (ii) select, determine or designate any Benchmark Replacement, or other successor or replacement benchmark index, or whether any conditions to the designation of such a rate have been satisfied, (iii) select, determine or designate any Benchmark Replacement Adjustment, or other modifier to any replacement or successor index, or (iv) determine whether or what Benchmark Replacement Conforming Changes are necessary or advisable, if any, in connection with any of the foregoing. (f) The Indenture Trustee shall not be liable for any inability, failure or delay on its part to perform any of its duties set forth in this Agreement as a result of the unavailability of the SOFR Rate (or the then-current Benchmark) and absence of a designated replacement Benchmark, including as a result of any inability, delay, error or inaccuracy on the part of any other transaction party, including without limitation the Issuing Entity, in providing any direction, instruction, notice or information required or contemplated by the terms of this Agreement and reasonably required for the performance of such duties. The Indenture Trustee shall be entitled to rely conclusively upon any determination made, and any instruction, notice, Officer’s Certificate or other instrument or information provided by the Administrator, Servicer or Depositor without independent verification, investigation or inquiry of any kind by the Indenture Trustee. (g) The Indenture Trustee shall not be liable for any interest rate published by any publication that is the source of determining the interest rates of the Notes, including but not limited to the FRBNY’s Website (or any successor source), for any rates compiled by the FRBNY or any successor thereto, or for any rates published on any publicly available source, or in any of the foregoing cases for any delay, error or inaccuracy in the publication of any such rates, or for any subsequent correction or adjustment thereto.

Benchmark Determination. (a) On If the Benchmark is One-Month LIBOR, on each SOFR Adjustment LIBOR Determination Date, the Administrator One-Month LIBOR shall determine the SOFR Rate be determined in accordance with the procedures set forth in such definition thereof and shall send on Appendix A to the Sale and Servicing Agreement. If the Benchmark is any rate other than One-Month LIBOR, on each Benchmark Determination Date, the Issuing Entity will notify the Servicer and the Indenture Trustee in writing (including by email transmission notification email) of the SOFR Rate Benchmark for the related Interest Accrual Period. The Servicer shall include the SOFR Rate for the Interest Accrual Period in the Servicer Certificate. All determinations of the SOFR RateBenchmark by the Issuing Entity, in the absence of manifest error, shall will be conclusive and binding on the Noteholders. (b) If the Administrator (on behalf of the Issuing Entity) Entity determines prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any determination of the then-current BenchmarkBenchmark on any date, the Benchmark Replacement determined by the Administrator (on behalf of the Issuing Entity) will replace the then-current Benchmark for all purposes relating to the Class A-2b Notes in respect of such determination on such date and all such determinations on all subsequent dates. The Administrator (on behalf of Notwithstanding the foregoing, if the initial Benchmark Replacement is any rate other than Term SOFR and the Issuing Entity) shall deliver written notice (including by email) to each Rating AgencyEntity later determines that Term SOFR can be determined, Term SOFR will become the Indenture Trustee and the Servicer on any SOFR Adjustment Date if, as of the applicable Reference Time, the Administrator (on behalf of the Issuing Entity) has determined with respect to the related Interest Accrual Period that there will be a change in the SOFR Rate or the terms related thereto since the immediately preceding SOFR Adjustment Date due to a determination by the Administrator that a Benchmark Transition Event and its related new Unadjusted Benchmark Replacement and will, together with a new Benchmark Replacement Adjustment for Term SOFR, replace the then-current Benchmark on the next Benchmark Determination Date have occurred. The Administrator for Term SOFR. (on behalf of the Issuing Entityc) shall have the right to make SOFR Conforming Changes and, in In connection with the implementation of a Benchmark Replacement, the Issuing Entity will have the right to make Benchmark Replacement Conforming Changes from time to time. (d) Promptly following the determination of a Benchmark Replacement and/or the making of any Benchmark Replacement Conforming Changes, from time the Issuing Entity will notify the Indenture Trustee and the Servicer, and will provide to timethe Servicer the relevant information regarding the Unadjusted Benchmark Replacement, the Benchmark Replacement Adjustment and any such Benchmark Replacement Conforming Changes for inclusion in the Servicer’s Certificate. Notwithstanding anything in this Indenture or the other Basic Documents to the contrary, upon the receipt delivery of such notice by the Rating Agencies, the Indenture Trustee and the Servicer, and the inclusion of such information in the Servicer Servicer’s Certificate, this Indenture and/or any other relevant Basic Document will be deemed to have been amended to reflect such Unadjusted Benchmark Replacement, Benchmark Replacement Adjustment and/or Benchmark Replacement Conforming Changes without further compliance with the provisions of Article IX of this Indenture, Indenture or the amendment provisions of any other relevant Basic Document. (c) All percentages resulting from any calculation on the Class A-2b Notes shall be rounded to the nearest one hundred-thousandth of a percentage point, with five-millionths of a percentage point rounded upwards (e.g., 9.8765445% (or 0.098765445) would be rounded to 9.87655% (or 0.0987655)), and all dollar amounts used in or resulting from that calculation on the Class A-2b Notes will be rounded to the nearest cent (with one-half cent being rounded upwards). (de) Any determination, decision or election that may be made by the Administrator (on behalf of the Issuing Entity) Entity pursuant to this Section 8.03 (or pursuant to any capitalized term used in this Section 8.03 or in any such capitalized term), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error, may be made in the AdministratorIssuing Entity’s sole discretion, and, notwithstanding anything to the contrary in the Basic Documents, will become effective without consent from any other party. None of the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Administrator, the Sponsor, the Depositor or the Servicer, or their respective Affiliates, will have any liability for any determination made by or on behalf of the Issuing Entity pursuant to this Section 8.03 (or pursuant to any capitalized term used in this Section 8.03 or in any such capitalized term), and each Noteholder and Note Owner, by its acceptance of a Note or a beneficial interest in a Note, will be deemed to waive and release any and all claims against the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Administrator, the Sponsor, the Depositor and the Servicer, and their respective Affiliates relating to any such determinations. (ef) The Indenture Trustee shall be under no obligation to (i) to monitor, determine or verify the unavailability or cessation of the SOFR Rate One-Month LIBOR (or the then-current other applicable Benchmark), or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of, any Benchmark Transition Event or Benchmark Replacement Date, (ii) to select, determine or designate any Benchmark Replacement, or other successor or replacement benchmark index, or whether any conditions to the designation of such a rate have been satisfied, or (iii) to select, determine or designate any Benchmark Replacement Adjustment, or other modifier to any replacement or successor index, or (iv) to determine whether or what Benchmark Replacement Conforming Changes are necessary or advisable, if any, in connection with any of the foregoing. (fg) The Indenture Trustee shall not be liable for any inability, failure or delay on its part to perform any of its duties set forth in this Agreement as a result of the unavailability of the SOFR Rate One-Month LIBOR (or the then-current other applicable Benchmark) and absence of a designated replacement Benchmark, including as a result of any inability, delay, error or inaccuracy on the part of any other transaction party, including without limitation the Issuing Entity, in providing any direction, instruction, notice or information required or contemplated by the terms of this Agreement and reasonably required for the performance of such duties. The Indenture Trustee shall be entitled to rely conclusively upon any determination made, and any instruction, notice, Officer’s Certificate or other instrument or information provided by the Administrator, Servicer or Depositor without independent verification, investigation or inquiry of any kind by the Indenture Trustee. (g) The Indenture Trustee shall not be liable for any interest rate published by any publication that is the source of determining the interest rates of the Notes, including but not limited to the FRBNY’s Website (or any successor source), for any rates compiled by the FRBNY or any successor thereto, or for any rates published on any publicly available source, or in any of the foregoing cases for any delay, error or inaccuracy in the publication of any such rates, or for any subsequent correction or adjustment thereto.

Benchmark Determination. (a) On each SOFR Adjustment Date, The Administrator (on behalf of the Administrator shall determine the SOFR Rate in accordance with the definition thereof and shall send to Issuing Entity) will notify the Servicer and the Indenture Trustee in writing (including by email transmission notification email) of the SOFR Rate Benchmark for the related Interest Accrual Period. The Servicer shall include the SOFR Rate for the Interest Accrual Period in the Servicer Certificate. All determinations of the SOFR RateBenchmark by the Administrator (on behalf of the Issuing Entity), in the absence of manifest error, shall will be conclusive and binding on the Noteholders. (b) If the Administrator (on behalf of the Issuing Entity) determines prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any determination of the then-current BenchmarkBenchmark on any date, the Benchmark Replacement determined by the Administrator (on behalf of the Issuing Entity) will replace the then-current Benchmark for all purposes relating to the Class A-2b Notes in respect of such determination on such date and all such determinations on all subsequent dates. The Notwithstanding the foregoing, if the initial Benchmark Replacement is any rate other than Term SOFR and the Administrator (on behalf of the Issuing Entity) shall deliver written notice later determines that Term SOFR can be determined, Term SOFR will become the new Unadjusted Benchmark Replacement and will, together with a new Benchmark Replacement Adjustment for Term SOFR, replace the then-current Benchmark on the next Benchmark Determination Date for Term SOFR. (including by emailc) to each Rating Agency, In connection with the Indenture Trustee and the Servicer on any SOFR Adjustment Date if, as implementation of the applicable Reference Timea Benchmark Replacement, the Administrator (on behalf of the Issuing Entity) has determined with respect will have the right to make Benchmark Replacement Conforming Changes from time to time. (d) Promptly following the related Interest Accrual Period that there will be a change in the SOFR Rate or the terms related thereto since the immediately preceding SOFR Adjustment Date due to a determination by the Administrator that of a Benchmark Transition Event and its related Replacement and/or the making of any Benchmark Replacement Date have occurred. The Conforming Changes, the Administrator (on behalf of the Issuing Entity) shall have will notify the right Indenture Trustee and the Servicer, and will provide to make SOFR Conforming Changes and, in connection with the implementation of a Servicer the relevant information regarding the Unadjusted Benchmark Replacement, the Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes, from time to timeChanges for inclusion in the Servicer’s Certificate. Notwithstanding anything in this Indenture or the other Basic Documents to the contrary, upon the receipt delivery of such notice by the Rating Agencies, the Indenture Trustee and the Servicer, and the inclusion of such information in the Servicer Servicer’s Certificate, this Indenture and/or any other relevant Basic Document will be deemed to have been amended to reflect such Unadjusted Benchmark Replacement, Benchmark Replacement Adjustment and/or Benchmark Replacement Conforming Changes without further compliance with the provisions of Article IX of this Indenture, Indenture or the amendment provisions of any other relevant Basic Document. (c) All percentages resulting from any calculation on the Class A-2b Notes shall be rounded to the nearest one hundred-thousandth of a percentage point, with five-millionths of a percentage point rounded upwards (e.g., 9.8765445% (or 0.098765445) would be rounded to 9.87655% (or 0.0987655)), and all dollar amounts used in or resulting from that calculation on the Class A-2b Notes will be rounded to the nearest cent (with one-half cent being rounded upwards). (de) Any determination, decision or election that may be made by the Administrator (on behalf of the Issuing Entity) pursuant to this Section 8.03 (or pursuant to any capitalized term used in this Section 8.03 or in any such capitalized term), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error, may be made in the Administrator’s (on behalf of the Issuing Entity) sole discretion, and, notwithstanding anything to the contrary in the Basic Documents, will become effective without consent from any other party. None of the Issuing Entity, the Owner Trustee, [the Grantor Trust, the Grantor Trust Trustee,] the Indenture Trustee, the Administrator, the Sponsor, the Depositor or the Servicer, or their respective Affiliates, will have any liability for any determination made by or the Administrator on behalf of the Issuing Entity pursuant to this Section 8.03 (or pursuant to any capitalized term used in this Section 8.03 or in any such capitalized term), and each Noteholder and Note Owner, by its acceptance of a Note or a beneficial interest in a Note, will be deemed to waive and release any and all claims against the Issuing Entity, the Owner Trustee, [the Grantor Trust, the Grantor Trust Trustee,] the Indenture Trustee, the Administrator, the Sponsor, the Depositor and the Servicer, and their respective Affiliates relating to any such determinations. (ef) The [Neither][None of] the Indenture Trustee[, the Grantor Trust Trustee] [nor][or] the Owner Trustee shall be under no any obligation to (i) monitor, determine or verify the unavailability or cessation of [the SOFR Rate (or the then-current applicable Benchmark)], or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of, any Benchmark Transition Event or Benchmark Replacement Date, (ii) select, determine or designate any Benchmark Replacement, or other successor or replacement benchmark index, or whether any conditions to the designation of such a rate have been satisfied, (iii) select, determine or designate any Benchmark Replacement Adjustment, or other modifier to any replacement or successor index, or (iv) determine whether or what Benchmark Replacement Conforming Changes are necessary or advisable, if any, in connection with any of the foregoing. (fg) The [Neither][None of] the Indenture Trustee[, the Grantor Trust Trustee] [nor][or] the Owner Trustee shall not be liable for any inability, failure or delay on its part to perform any of its duties set forth in this Agreement as a result of the unavailability of the SOFR Rate (or the then-current [applicable Benchmark) ] and absence of a designated replacement Benchmark, including as a result of any inability, delay, error or inaccuracy on the part of any other transaction party, including without limitation the Issuing Entity, in providing any direction, instruction, notice or information required or contemplated by the terms of this Agreement and reasonably required for the performance of such duties. The Indenture Trustee shall be entitled to rely conclusively upon any determination made, and any instruction, notice, Officer’s Certificate or other instrument or information provided by the Administrator, Servicer or Depositor without independent verification, investigation or inquiry of any kind by the Indenture Trustee. (g) The Indenture Trustee shall not be liable for any interest rate published by any publication that is the source of determining the interest rates of the Notes, including but not limited to the FRBNY’s Website (or any successor source), for any rates compiled by the FRBNY or any successor thereto, or for any rates published on any publicly available source, or in any of the foregoing cases for any delay, error or inaccuracy in the publication of any such rates, or for any subsequent correction or adjustment thereto.]