Common use of Calculation Agent Benchmark Determination Clause in Contracts

Calculation Agent Benchmark Determination. (a) The Issuer agrees that for so long as there is an Outstanding Amount of the Floating Rate Notes and the Benchmark is 30-Day Average SOFR, there shall be an agent appointed to obtain the 30-Day Average SOFR for each Interest Period (the “Calculation Agent”). The Issuer appoints the Indenture Trustee as Calculation Agent for the purposes of (i) obtaining 30-Day Average SOFR from the FRBNY Website, as indicated herein, for each Interest Period, and (ii) providing the same to the Administrator to calculate the interest rate for the Floating Rate Notes as described herein; and the Indenture Trustee hereby accepts such appointment. The Calculation Agent may be removed by the Issuer at any time. If the Calculation Agent is unable or unwilling to act as Calculation Agent or is removed by the Issuer, the Issuer shall promptly appoint a replacement Calculation Agent. The Calculation Agent may not resign without a replacement having been duly appointed. The Calculation Agent will obtain 30-Day Average SOFR for each Interest Period by referring to the applicable published source and will provide the same to the Administrator to calculate the interest rate on the Floating Rate Notes. (b) The interest rate for the Floating Rate Notes will vary with the related Benchmark, which initially will be 30-Day Average SOFR. The Calculation Agent will obtain 30-Day Average SOFR and the Administrator will calculate the Interest Rate for the Class A-2b Notes using the method described herein. If the Benchmark is 30-Day Average SOFR, on each Benchmark Determination Date, the Calculation Agent shall notify the Servicer, the Administrator, the Indenture Trustee and the Issuer of the Benchmark for the related Interest Period by email on the Business Day following the date the rate is obtained. If the Benchmark is any rate other than 30-Day Average SOFR, on each Benchmark Determination Date, the Administrator shall notify the Servicer, the Issuer and the Indenture Trustee by email of the Benchmark for the related Interest Period. All determinations of the Benchmark by the Calculation Agent or the Administrator, as applicable, and all calculations of interest on the Floating Rate Notes by the Administrator, in the absence of manifest error, shall be conclusive and binding on the Noteholders for all purposes. If a published 30-Day Average SOFR rate is unavailable on a Benchmark Determination Date while the Benchmark is 30-Day Average SOFR, then the 30-Day Average SOFR rate will be 30-Day Average SOFR for the most recent Business Day on which such rate was published. Any determination, decision or election that may be made by the Administrator or any other person in connection with any SOFR Adjustment Conforming Change, including, but not limited to, any determination with respect to administrative feasibility (whether due to technical, administrative or operational issues) or an adjustment, 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 will become effective without the consent of any other person (including any Noteholder). The holders of the Notes will not have any right to approve or disapprove of these changes or determinations and will be deemed to have waived and released any and all claims against any transaction party relating to any such changes or determinations. None of the Issuer, the Owner Trustee, the Indenture Trustee, the Calculation Agent, the Paying Agent, the Administrator, the Sponsor, the Depositor or the Servicer will have any liability for any action or inaction taken or refrained from being taken by it or the Administrator with respect to any SOFR Adjustment Conforming Changes or any other matters related to or arising in connection with the foregoing. Each Noteholder and each Beneficial Owner of Notes, by its acceptance of a Note or a beneficial interest in a Note, will be deemed to waive and release any and all claims against the Issuer, the Owner Trustee, the Indenture Trustee, the Calculation Agent, the Paying Agent, the Administrator, the Sponsor, the Depositor and the Servicer relating to any such determinations. (c) Upon the occurrence of a Benchmark Transition Event: (i) If the Administrator determines 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 Benchmark on any date, the Unadjusted Benchmark Replacement determined by the Administrator shall replace the then-current Benchmark for all purposes relating to the Floating Rate Notes in respect of such determination on such date and all such determinations on all subsequent dates (unless and until a subsequent Benchmark Transition Event and its related Benchmark Replacement Date occurs). The Administrator shall deliver written notice to each Rating Agency and to the Calculation Agent on any Benchmark Determination Date if, as of the applicable Reference Time, the Administrator has determined with respect to the related Interest Period that there will be a change in the applicable Benchmark or the terms related thereto since the immediately preceding Benchmark Determination Date due to a determination by the Administrator that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred. (ii) In connection with the implementation of a Benchmark Replacement, the Administrator shall have the right to make Benchmark Replacement Conforming Changes from time to time. (iii) Promptly following the determination of a transition to a Benchmark Replacement and/or the making of any SOFR Adjustment Conforming Changes or Benchmark Replacement Conforming Changes, the Servicer shall notify the Indenture Trustee, and the Servicer shall include in the Monthly Report, the relevant information regarding the Unadjusted Benchmark Replacement, the Benchmark Replacement Adjustment, any such Benchmark Replacement Conforming Changes or SOFR Adjustment Conforming Changes and the Interest Period in which such Benchmark Replacement shall be implemented. Any determination, decision or election that may be made by the Administrator pursuant to this Section 7.13(c) (or pursuant to any capitalized term used in this Section 7.13(c) or in any such capitalized term), including any determination with respect to administrative feasibility (whether due to technical, administrative or operational issues), a tenor, a rate or an adjustment or 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 Transaction Documents, will become effective without the consent of any other person (including any Noteholder). The Noteholders will not have any right to approve or disapprove of these changes or determinations and will be deemed to have waived and released any and all claims against any transaction party relating to any such changes or determinations. Notwithstanding anything to the contrary in the Transaction Documents, none of the Issuer, the Owner Trustee, the Indenture Trustee, the Calculation Agent, the Paying Agent, the Administrator, the Sponsor, the Depositor or the Servicer will have any liability for any action or inaction taken or refrained from being taken by it or the Administrator with respect to any Benchmark, Benchmark Transition Event, Benchmark Replacement Date, Benchmark Replacement, Unadjusted Benchmark Replacement, Benchmark Replacement Adjustment, Benchmark Replacement Conforming Changes or any other matters related to or arising in connection with the foregoing. Each Noteholder and each Beneficial Owner of Notes, by its acceptance of a Note or a beneficial interest in a Note, will be deemed to waive and release any and all claims against the Issuer, the Owner Trustee, the Indenture Trustee, the Calculation Agent, the Paying Agent, the Administrator, the Sponsor, the Depositor and the Servicer relating to any such determinations. (d) None of the Indenture Trustee, the Paying Agent or the Calculation Agent shall be under any obligation (i) to monitor, determine or verify the unavailability or cessation of 30-Day Average SOFR (or any other Benchmark), or whether or when there has occurred, or to give notice to any other party to any Transaction Document of the occurrence of, any Benchmark Transition Event or related Benchmark Replacement Date, (ii) to select, determine or designate any Benchmark Replacement, or other successor or replacement Benchmark index, or to determine whether any conditions to the designation of such a rate or index have been satisfied, (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 SOFR Adjustment Conforming Changes or Benchmark Replacement Conforming Changes are appropriate in connection with any of the foregoing, including, but not limited to, adjustments as to any alternative spread thereon, the business day convention, interest determination dates or any other relevant methodology applicable to such substitute or successor benchmark. In connection with the foregoing, each of the Indenture Trustee, the Paying Agent and the Calculation Agent shall be entitled to conclusively rely on any determinations made by the Administrator without independent investigation, and none will have any liability for actions taken at the direction of the Administrator in connection therewith. (e) None of the Indenture Trustee, the Paying Agent or the Calculation Agent shall be liable for any inability, failure or delay on its part to perform any of its duties set forth in this Agreement or any other Transaction Document as a result of the unavailability of SOFR or other applicable Benchmark Replacement, including as a result of any failure, inability, delay, error or inaccuracy on the part of any other party to any Transaction Document in providing any direction, instruction, notice or information required or contemplated by the terms of this Agreement or any other Transaction Document and reasonably required for the performance of such duties. None of the Indenture Trustee, the Paying Agent or the Calculation Agent shall be responsible or liable for the Administrator’s actions or omissions, or for any failure or delay in the performance by the Administrator, nor shall any of the Indenture Trustee, the Paying Agent or the Calculation Agent be under any obligation to oversee or monitor the performance of the Administrator.

Calculation Agent Benchmark Determination. (a) The Issuer agrees that for so long as there is an Outstanding Amount of on the Floating Rate Class A-2b Notes and the Benchmark is 30-Day Average SOFRLIBOR, there shall be an agent appointed to obtain the 30-Day Average SOFR calculate LIBOR for each Interest Period (the “Calculation Agent”). The Issuer appoints the Indenture Trustee as Calculation Agent only for the purposes of (i) obtaining 30-Day Average SOFR from the FRBNY Website, as indicated herein, determining LIBOR for each Interest Period, and (ii) providing the same to the Administrator to calculate the interest rate for the Floating Rate Notes as described herein; Period and the Indenture Trustee hereby accepts such appointment. The Calculation Agent may be removed by the Issuer at any time. If the Calculation Agent is unable or unwilling to act as Calculation Agent or is removed by the Issuer, the Issuer shall promptly appoint as a replacement Calculation AgentAgent a leading bank engaged in transactions in Eurodollar deposits in the international Eurodollar market and not an Affiliate of the Issuer or its Affiliates. The Calculation Agent may not resign without a replacement having been duly appointed. The Calculation Agent will obtain 30-Day Average SOFR for each Interest Period by referring to the applicable published source and will provide the same to the Administrator to calculate the interest rate on the Floating Rate Notes. (b) The interest rate for the Floating Rate Notes will vary with the related Benchmark, which initially will be 30-Day Average SOFR. The Calculation Agent will obtain 30-Day Average SOFR and the Administrator will calculate the Interest Rate for the Class A-2b Notes using the method described herein. If the Benchmark is 30-Day Average SOFRLIBOR, on each Benchmark Determination Date, the Calculation Agent shall notify the Servicer, the Administrator, the Indenture Trustee Servicer and the Issuer by email of the Benchmark for the related Interest Period by email on the Business Day following the date the rate is obtainedPeriod. If the Benchmark is any rate other than 30-Day Average SOFRLIBOR, on each Benchmark Determination Date, the Administrator Servicer shall notify the Servicer, the Issuer and the Indenture Trustee by email of the Benchmark for the related Interest Period. All determinations of the Benchmark by the Calculation Agent or the AdministratorServicer, as applicable, and all calculations of interest on the Floating Rate Notes by the Administrator, in the absence of manifest error, shall be conclusive and binding on the Noteholders for all purposes. If a published 30-Day Average SOFR rate is unavailable on a Benchmark Determination Date while the Benchmark is 30-Day Average SOFR, then the 30-Day Average SOFR rate will be 30-Day Average SOFR for the most recent Business Day on which such rate was published. Any determination, decision or election that may be made by the Administrator or any other person in connection with any SOFR Adjustment Conforming Change, including, but not limited to, any determination with respect to administrative feasibility (whether due to technical, administrative or operational issues) or an adjustment, 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 will become effective without the consent of any other person (including any Noteholder). The holders of the Notes will not have any right to approve or disapprove of these changes or determinations and will be deemed to have waived and released any and all claims against any transaction party relating to any such changes or determinations. None of the Issuer, the Owner Trustee, the Indenture Trustee, the Calculation Agent, the Paying Agent, the Administrator, the Sponsor, the Depositor or the Servicer will have any liability for any action or inaction taken or refrained from being taken by it or the Administrator with respect to any SOFR Adjustment Conforming Changes or any other matters related to or arising in connection with the foregoing. Each Noteholder and each Beneficial Owner of Notes, by its acceptance of a Note or a beneficial interest in a Note, will be deemed to waive and release any and all claims against the Issuer, the Owner Trustee, the Indenture Trustee, the Calculation Agent, the Paying Agent, the Administrator, the Sponsor, the Depositor and the Servicer relating to any such determinationsNoteholders. (c) Upon the occurrence of a Benchmark Transition Event: (i) If the Administrator Servicer determines 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 Benchmark on any date, the Unadjusted Benchmark Replacement determined by the Administrator shall replace the then-current Benchmark for all purposes relating to the Floating Rate Notes in respect of such determination on such date and all such determinations on all subsequent dates (unless and until dates; provided that the Servicer may, in its sole discretion, delay the date on which the Benchmark Replacement shall apply to a subsequent Benchmark Transition Event and its date not later than the first day of the second occurring full Interest Period following the related Benchmark Replacement Date occurs)Date. The Administrator Notwithstanding the foregoing, if the initial Benchmark Replacement is any rate other than Term SOFR and the Servicer later determines that Term SOFR can be determined, Term SOFR shall deliver written notice to each Rating Agency become the new Unadjusted Benchmark Replacement and to will, together with a new Benchmark Replacement Adjustment for Term SOFR, replace the Calculation Agent then-current Benchmark on any the next Benchmark Determination Date if, as of for Term SOFR. If the applicable Reference Time, Servicer does not provide a Benchmark Replacement for the Administrator has determined with respect to the related Interest Period that there will be a change in after the applicable Benchmark or the terms related thereto since the immediately preceding Benchmark Determination Date due to a determination by the Administrator that occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date have occurredDate, then, for purposes of calculating the interest rate on the Class A-2b Notes for that Interest Period, the Benchmark shall be the same as LIBOR for the immediately preceding Interest Period. (ii) In connection with the implementation of a Benchmark Replacement, the Administrator Servicer shall have the right to make Benchmark Replacement Conforming Changes from time to time. (iii) Promptly following the determination of a transition to a Benchmark Replacement and/or the making of any SOFR Adjustment Conforming Changes or Benchmark Replacement Conforming Changes, the Servicer shall notify the Indenture Trustee, and the Servicer shall include in the Monthly Report, Report the relevant information regarding the Unadjusted Benchmark Replacement, the Benchmark Replacement Adjustment, any such Benchmark Replacement Conforming Changes or SOFR Adjustment Conforming Changes and the Interest Period in which such Benchmark Replacement shall be implemented. Notwithstanding anything in this Agreement or the other Transaction Documents to the contrary, upon the delivery of such notice and the inclusion of such information in the Servicer’s Certificate, this Agreement and/or any other relevant Transaction Document shall 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 Section 11.01 of this Agreement or the amendment provisions of any other relevant Transaction Document. (iv) Any determination, decision or election that may be made by the Administrator Servicer pursuant to Section 4.9(c) or this Section 7.13(c) (or pursuant to any capitalized term used in this Section 7.13(c) or in any such capitalized term), including any determination with respect to administrative feasibility (whether due to technical, administrative or operational issues), a tenor, a rate or an adjustment or of the occurrence or non-occurrence of an event, circumstance or date, date and any decision to take or refrain from taking any action or any selection, will shall be conclusive and binding absent manifest error, may be made in the AdministratorServicer’s sole discretion, and, notwithstanding anything to the contrary in the Transaction Documents, will shall become effective without the consent of from any other person (including any Noteholder)party. The Noteholders will not have any right to approve or disapprove of these changes or determinations and will be deemed to have waived and released any and all claims against any transaction party relating to any such changes or determinations. Notwithstanding anything to the contrary in the Transaction Documents, none None of the Issuer, the Owner Trustee, the Indenture Trustee, the Calculation Agent, the Paying Agent, the Administrator, the Sponsor, the Depositor or the Servicer will shall have any liability for any action determination made by or inaction taken on behalf of the Servicer pursuant to Section 9.01 or refrained from being taken by it this Section 7.13(c) (or the Administrator with respect pursuant to any Benchmarkcapitalized term used in this Section 7.13(c) or in any such capitalized term), Benchmark Transition Event, Benchmark Replacement Date, Benchmark Replacement, Unadjusted Benchmark Replacement, Benchmark Replacement Adjustment, Benchmark Replacement Conforming Changes or any other matters related to or arising in connection with the foregoing. Each Noteholder and each Beneficial Owner of NotesNoteholder, by its acceptance of a Note or a beneficial interest in a Note, will shall be deemed to waive and release any and all claims against the Issuer, the Owner Trustee, the Indenture Trustee, the Calculation Agent, the Paying Agent, the Administrator, the Sponsor, the Depositor and the Servicer relating to any such determinations. (d) None . For the avoidance of doubt, none of the Owner Trustee, the Indenture Trustee, the Paying Agent or the Calculation Agent Agent, in any capacity, shall be under have any obligation (i) to monitor, determine whether a Benchmark Transition Event or verify the unavailability or cessation of 30-Day Average SOFR (or any other Benchmark), or whether or when there Benchmark Replacement Date has occurred, or to give notice to any other party to any Transaction Document of the occurrence of, any Benchmark Transition Event or related Benchmark Replacement Date, (ii) to select, determine or designate any identify a Benchmark Replacement, or other successor or replacement Benchmark index, or to determine whether any conditions to the designation of such a rate or index have been satisfied, (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 SOFR Adjustment Conforming Changes or Benchmark Replacement Conforming Changes are appropriate in connection with any of the foregoing, including, but not limited to, adjustments as to any alternative spread thereon, the business day convention, interest determination dates or any other relevant methodology applicable to such substitute or successor benchmark. In connection with the foregoing, each of the Indenture Trustee, the Paying Agent and the Calculation Agent shall be entitled to conclusively rely on any determinations made by the Administrator without independent investigation, and none will have any liability for actions taken at the direction of the Administrator in connection therewith. (e) None of the Indenture Trustee, the Paying Agent or the Calculation Agent shall be liable for any inability, failure or delay on its part to perform any of its duties set forth in this Agreement or any other Transaction Document as a result of the unavailability of SOFR or other applicable Benchmark Replacement, including as a result of any failure, inability, delay, error or inaccuracy on the part of any other party to any Transaction Document in providing any direction, instruction, notice or information required or contemplated by the terms of this Agreement or any other Transaction Document and reasonably required for the performance of such duties. None of the Indenture Trustee, the Paying Agent or the Calculation Agent shall be responsible or liable for the Administrator’s actions or omissions, or for any failure or delay in the performance by the Administrator, nor shall any of the Indenture Trustee, the Paying Agent or the Calculation Agent be under any obligation to oversee or monitor the performance of the Administrator.

Calculation Agent Benchmark Determination. (a) The Issuer agrees that for so long as there is an Outstanding Amount of the Floating Rate Notes and the Benchmark is 30-Day Average SOFR or Term SOFR, there shall be an agent appointed to obtain the 30-Day Average SOFR or Term SOFR, as applicable, for each Interest Period (the “Calculation Agent”). The Issuer appoints the Indenture Trustee as Calculation Agent for the purposes of (i) obtaining 30-Day Average SOFR or Term SOFR from the FRBNY Website, as indicated herein, for each Interest Period, and (ii) providing the same to the Administrator to calculate the interest rate for the Floating Rate Notes as described herein; and the Indenture Trustee hereby accepts such appointment. The Calculation Agent may be removed by the Issuer at any time. If the Calculation Agent is unable or unwilling to act as Calculation Agent or is removed by the Issuer, the Issuer shall promptly appoint a replacement Calculation Agent. The Calculation Agent may not resign without a replacement having been duly appointed. The Calculation Agent will obtain 30-Day Average SOFR or Term SOFR, as applicable, for each Interest Period by referring to the applicable published source and will provide the same to the Administrator to calculate the interest rate on the Floating Rate Notes. (b) The interest rate for the Floating Rate Notes will vary with the related Benchmark, which initially will be 30-Day Average SOFR. The Calculation Agent will obtain 30-Day Average SOFR and the Administrator will calculate the Interest Rate for the Class A-2b Notes using the method described herein. If the Administrator determines, in its sole discretion, that, as of any date, it is operationally, administratively and technically feasible to use Term SOFR as the Benchmark for the Floating Rate Notes, then the Administrator may notify the Calculation Agent thereof and the Benchmark will be changed to Term SOFR for purposes of calculating interest on the Floating Rate Notes, and the Administrator, in its sole discretion, will have the right to make any applicable SOFR Adjustment Conforming Changes in connection therewith. If the Benchmark is changed to Term SOFR, Term SOFR will be obtained by the Calculation Agent from the published source and at the time determined by the Administrator. If the Benchmark is 30-Day Average SOFR or Term SOFR, on each Benchmark Determination Date, the Calculation Agent shall notify the Servicer, the Administrator, the Indenture Trustee and the Issuer of the Benchmark for the related Interest Period by email on the Business Day following the date the rate is obtained. If the Benchmark is any rate other than 30-Day Average SOFR, SOFR or Term SOFR on each Benchmark Determination Date, the Administrator shall notify the Servicer, the Issuer and the Indenture Trustee by email of the Benchmark for the related Interest Period. All determinations of the Benchmark by the Calculation Agent or the Administrator, as applicable, and all calculations of interest on the Floating Rate Notes by the Administrator, in the absence of manifest error, shall be conclusive and binding on the Noteholders for all purposes. If a published 30-Day Average SOFR rate is unavailable on a Benchmark Determination Date while the Benchmark is 30-Day Average SOFR, then the 30-Day Average SOFR rate will be 30-Day Average SOFR for the most recent Business Day on which such rate was published. If a published Term SOFR rate is unavailable while the Benchmark is Term SOFR, then the Term SOFR rate will be Term SOFR for the immediately preceding Interest Period. Any determination, decision or election that may be made by the Administrator or any other person in connection with a change to Term SOFR or any SOFR Adjustment Conforming Change, including, but not limited to, any determination with respect to administrative feasibility (whether due to technical, administrative or operational issues) or an adjustment, 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 will become effective without the consent of any other person (including any Noteholder). The holders of the Notes will not have any right to approve or disapprove of these changes or determinations and will be deemed to have waived and released any and all claims against any transaction party relating to any such changes or determinations. None of the Issuer, the Owner Trustee, the Indenture Trustee, the Calculation Agent, the Paying Agent, the Administrator, the Sponsor, the Depositor or the Servicer will have any liability for any action or inaction taken or refrained from being taken by it or the Administrator with respect to any change to Term SOFR and any SOFR Adjustment Conforming Changes or any other matters related to or arising in connection with the foregoing. Each Noteholder and each Beneficial Owner of Notes, by its acceptance of a Note or a beneficial interest in a Note, will be deemed to waive and release any and all claims against the Issuer, the Owner Trustee, the Indenture Trustee, the Calculation Agent, the Paying Agent, the Administrator, the Sponsor, the Depositor and the Servicer relating to any such determinations. (c) Upon the occurrence of a Benchmark Transition Event: (i) If the Administrator determines 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 Benchmark on any date, the Unadjusted Benchmark Replacement determined by the Administrator shall replace the then-current Benchmark for all purposes relating to the Floating Rate Notes in respect of such determination on such date and all such determinations on all subsequent dates (unless and until a subsequent Benchmark Transition Event and its related Benchmark Replacement Date occursoccurs or the Benchmark is changed to Term SOFR). The Administrator shall deliver written notice to each Rating Agency and to the Calculation Agent on any Benchmark Determination Date if, as of the applicable Reference Time, the Administrator has determined with respect to the related Interest Period that there will be a change in the applicable Benchmark or the terms related thereto since the immediately preceding Benchmark Determination Date due to a determination by the Administrator that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred. (ii) In connection with the implementation of a Benchmark Replacement, the Administrator shall have the right to make Benchmark Replacement Conforming Changes from time to time. (iii) Promptly following the determination of a transition to Term SOFR or a Benchmark Replacement and/or the making of any SOFR Adjustment Conforming Changes or Benchmark Replacement Conforming Changes, the Servicer shall notify the Indenture Trustee, and the Servicer shall include in the Monthly Report, the relevant information regarding the Unadjusted Benchmark Replacement, the Benchmark Replacement Adjustment, any such Benchmark Replacement Conforming Changes or SOFR Adjustment Conforming Changes and the Interest Period in which Term SOFR or such Benchmark Replacement shall be implemented. Any determination, decision or election that may be made by the Administrator pursuant to this Section 7.13(c) (or pursuant to any capitalized term used in this Section 7.13(c) or in any such capitalized term), including any determination with respect to administrative feasibility (whether due to technical, administrative or operational issues), a tenor, a rate or an adjustment or 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 Transaction Documents, will become effective without the consent of any other person (including any Noteholder). The Noteholders will not have any right to approve or disapprove of these changes or determinations and will be deemed to have waived and released any and all claims against any transaction party relating to any such changes or determinations. Notwithstanding anything to the contrary in the Transaction Documents, none of the Issuer, the Owner Trustee, the Indenture Trustee, the Calculation Agent, the Paying Agent, the Administrator, the Sponsor, the Depositor or the Servicer will have any liability for any action or inaction taken or refrained from being taken by it or the Administrator with respect to any Benchmark, Benchmark Transition Event, Benchmark Replacement Date, Benchmark Replacement, Unadjusted Benchmark Replacement, Benchmark Replacement Adjustment, Benchmark Replacement Conforming Changes or any other matters related to or arising in connection with the foregoing. Each Noteholder and each Beneficial Owner of Notes, by its acceptance of a Note or a beneficial interest in a Note, will be deemed to waive and release any and all claims against the Issuer, the Owner Trustee, the Indenture Trustee, the Calculation Agent, the Paying Agent, the Administrator, the Sponsor, the Depositor and the Servicer relating to any such determinations. (d) None of the Indenture Trustee, the Paying Agent or the Calculation Agent shall be under any obligation (i) to monitor, determine or verify the unavailability or cessation of 30-Day Average SOFR (or any other Benchmark), or whether or when there has occurred, or to give notice to any other party to any Transaction Document of the occurrence of, any Benchmark Transition Event or related Benchmark Replacement Date, (ii) to select, determine or designate any Benchmark Replacement, or other successor or replacement Benchmark index, or to determine whether any conditions to the designation of such a rate or index have been satisfied, (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 SOFR Adjustment Conforming Changes or Benchmark Replacement Conforming Changes are appropriate in connection with any of the foregoing, including, but not limited to, adjustments as to any alternative spread thereon, the business day convention, interest determination dates or any other relevant methodology applicable to such substitute or successor benchmark. In connection with the foregoing, each of the Indenture Trustee, the Paying Agent and the Calculation Agent shall be entitled to conclusively rely on any determinations made by the Administrator without independent investigation, and none will have any liability for actions taken at the direction of the Administrator in connection therewith. (e) None of the Indenture Trustee, the Paying Agent or the Calculation Agent shall be liable for any inability, failure or delay on its part to perform any of its duties set forth in this Agreement or any other Transaction Document as a result of the unavailability of SOFR or other applicable Benchmark Replacement, including as a result of any failure, inability, delay, error or inaccuracy on the part of any other party to any Transaction Document in providing any direction, instruction, notice or information required or contemplated by the terms of this Agreement or any other Transaction Document and reasonably required for the performance of such duties. None of the Indenture Trustee, the Paying Agent or the Calculation Agent shall be responsible or liable for the Administrator’s actions or omissions, or for any failure or delay in the performance by the Administrator, nor shall any of the Indenture Trustee, the Paying Agent or the Calculation Agent be under any obligation to oversee or monitor the performance of the Administrator.

Calculation Agent Benchmark Determination. (a) The Issuer agrees that for so long as there is an Outstanding Amount of the Floating Rate Notes and the Benchmark is 30-Day Average SOFR or Term SOFR, there shall be an agent appointed to obtain the calculate 30-Day Average SOFR or Term SOFR, as applicable, for each Interest Period (the “Calculation Agent”). The Issuer appoints the Indenture Trustee as Calculation Agent only for the purposes of (i) obtaining determining 30-Day Average SOFR from the FRBNY Websiteor Term SOFR, as indicated hereinthe case may be, for each Interest Period, and (ii) providing the same to the Administrator to calculate the interest rate for the Floating Rate Notes as described herein; Period and the Indenture Trustee hereby accepts such appointment. The Calculation Agent may be removed by the Issuer at any time. If the Calculation Agent is unable or unwilling to act as Calculation Agent or is removed by the Issuer, the Issuer shall promptly appoint a replacement Calculation Agent. The Calculation Agent may not resign without a replacement having been duly appointed. The Calculation Agent will obtain 30-Day Average SOFR the Benchmark for each Interest Period by referring to the applicable published source and will provide the same to the Administrator to calculate the interest rate on the Floating Rate Notes. (b) The interest rate If the Administrator determines, in its sole discretion, that, as of any date, it is operationally, administratively and technically feasible to use Term SOFR as the Benchmark for the Floating Rate Notes will vary with Notes, then the related Benchmark, which initially Administrator may notify the Calculation Agent thereof and the Benchmark will be 30-Day Average SOFR. The Calculation Agent will obtain 30-Day Average changed to Term SOFR for purposes of calculating interest on the Floating Rate Notes, and the Administrator Administrator, in its sole discretion, will calculate have the Interest Rate for the Class A-2b Notes using the method described hereinright to make any applicable SOFR Adjustment Conforming Changes in connection therewith. If the Benchmark is 30-Day Average SOFR or Term SOFR, on each Benchmark Determination Date, the Calculation Agent shall notify the Servicer, the Administrator, the Indenture Trustee and the Issuer by email of the Benchmark for the related Interest Period by email on the Business Day following the date the rate is obtainedPeriod. If the Benchmark is any rate other than 30-Day Average SOFR, SOFR or Term SOFR on each Benchmark Determination Date, the Administrator shall notify the Servicer, the Issuer and the Indenture Trustee by email of the Benchmark for the related Interest Period. All determinations of the Benchmark by the Calculation Agent or the Administrator, as applicable, and all calculations of interest on the Floating Rate Notes by the Administrator, in the absence of manifest error, shall be conclusive and binding on the Noteholders for all purposes. If a published 30-Day Average SOFR rate is unavailable on a Benchmark Determination Date while the Benchmark is 30-Day Average SOFR, then the 30-Day Average SOFR rate will be 30-Day Average SOFR for the most recent Business Day on which such rate was published. If a published Term SOFR rate is unavailable while the Benchmark is Term SOFR, then the Term SOFR rate will be Term SOFR for the immediately preceding Interest Period. Any determination, decision or election that may be made by the Administrator or any other person in connection with a change to Term SOFR or any SOFR Adjustment Conforming Change, including, but not limited to, any determination with respect to administrative feasibility (whether due to technical, administrative or operational issues) or an adjustment, 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 will become effective without the consent of any other person (including any Noteholder). The holders of the Notes will not have any right to approve or disapprove of these changes or determinations and will be deemed to have waived and released any and all claims against any transaction party relating to any such changes or determinations. None of the Issuer, the Owner Trustee, the Indenture Trustee, the Calculation Agent, the Paying Agent, the Administrator, the Sponsor, the Depositor or the Servicer will have any liability for any action or inaction taken or refrained from being taken by it or the Administrator with respect to any change to Term SOFR and any SOFR Adjustment Conforming Changes or any other matters related to or arising in connection with the foregoing. Each Noteholder and each Beneficial Owner beneficial owner of Notesnotes, by its acceptance of a Note or a beneficial interest in a Note, will be deemed to waive and release any and all claims against the Issuer, the Owner Trustee, the Indenture Trustee, the Calculation Agent, the Paying Agent, the Administrator, the Sponsor, the Depositor and the Servicer relating to any such determinations. (c) Upon the occurrence of a Benchmark Transition Event: (i) If the Administrator determines 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 Benchmark on any date, the Unadjusted Benchmark Replacement determined by the Administrator shall replace the then-current Benchmark for all purposes relating to the Floating Rate Notes in respect of such determination on such date and all such determinations on all subsequent dates (unless and until a subsequent Benchmark Transition Event and its related Benchmark Replacement Date occursoccurs or the Benchmark is changed to Term SOFR). The Administrator shall deliver written notice to each Rating Agency and to the Calculation Agent on any Benchmark Determination Date if, as of the applicable Reference Time, the Administrator has determined with respect to the related Interest Period that there will be a change in the applicable Benchmark or the terms related thereto since the immediately preceding Benchmark Determination Date due to a determination by the Administrator that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred. (ii) In connection with the implementation of a Benchmark Replacement, the Administrator shall have the right to make Benchmark Replacement Conforming Changes from time to time. (iii) Promptly following the determination of a transition to Term SOFR or a Benchmark Replacement and/or the making of any SOFR Adjustment Conforming Changes or Benchmark Replacement Conforming Changes, the Servicer shall notify the Indenture Trustee, and the Servicer shall include in the Monthly Report, the relevant information regarding the Unadjusted Benchmark Replacement, the Benchmark Replacement Adjustment, any such Benchmark Replacement Conforming Changes or SOFR Adjustment Conforming Changes and the Interest Period in which Term SOFR or such Benchmark Replacement shall be implemented. Any determination, decision or election that may be made by the Administrator pursuant to this Section 7.13(c) (or pursuant to any capitalized term used in this Section 7.13(c) or in any such capitalized term), including any determination with respect to administrative feasibility (whether due to technical, administrative or operational issues), a tenor, a rate or an adjustment or 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 Transaction Documents, will become effective without the consent of any other person (including any Noteholder). The Noteholders will not have any right to approve or disapprove of these changes or determinations and will be deemed to have waived and released any and all claims against any transaction party relating to any such changes or determinations. Notwithstanding anything to the contrary in the Transaction Documents, none of the Issuer, the Owner Trustee, the Indenture Trustee, the Calculation Agent, the Paying Agent, the Administrator, the Sponsor, the Depositor or the Servicer will have any liability for any action or inaction taken or refrained from being taken by it or the Administrator with respect to any Benchmark, Benchmark Transition Event, Benchmark Replacement Date, Benchmark Replacement, Unadjusted Benchmark Replacement, Benchmark Replacement Adjustment, Benchmark Replacement Conforming Changes or any other matters related to or arising in connection with the foregoing. Each Noteholder and each Beneficial Owner of Notes, by its acceptance of a Note or a beneficial interest in a Note, will be deemed to waive and release any and all claims against the Issuer, the Owner Trustee, the Indenture Trustee, the Calculation Agent, the Paying Agent, the Administrator, the Sponsor, the Depositor and the Servicer relating to any such determinations. (d) None of the Indenture Trustee, the Paying Agent or the Calculation Agent shall be under any obligation (i) to monitor, determine or verify the unavailability or cessation of 30-Day Average SOFR (or any other Benchmark), or whether or when there has occurred, or to give notice to any other party to any Transaction Document of the occurrence of, any Benchmark Transition Event or related Benchmark Replacement Date, (ii) to select, determine or designate any Benchmark Replacement, or other successor or replacement Benchmark index, or to determine whether any conditions to the designation of such a rate or index have been satisfied, (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 SOFR Adjustment Conforming Changes or Benchmark Replacement Conforming Changes are appropriate in connection with any of the foregoing, including, but not limited to, adjustments as to any alternative spread thereon, the business day convention, interest determination dates or any other relevant methodology applicable to such substitute or successor benchmark. In connection with the foregoing, each of the Indenture Trustee, the Paying Agent and the Calculation Agent shall be entitled to conclusively rely on any determinations made by the Administrator without independent investigation, and none will have any liability for actions taken at the direction of the Administrator in connection therewith. (e) None of the Indenture Trustee, the Paying Agent or the Calculation Agent shall be liable for any inability, failure or delay on its part to perform any of its duties set forth in this Agreement or any other Transaction Document as a result of the unavailability of SOFR or other applicable Benchmark Replacement, including as a result of any failure, inability, delay, error or inaccuracy on the part of any other party to any Transaction Document in providing any direction, instruction, notice or information required or contemplated by the terms of this Agreement or any other Transaction Document and reasonably required for the performance of such duties. None of the Indenture Trustee, the Paying Agent or the Calculation Agent shall be responsible or liable for the Administrator’s actions or omissions, or for any failure or delay in the performance by the Administrator, nor shall any of the Indenture Trustee, the Paying Agent or the Calculation Agent be under any obligation to oversee or monitor the performance of the Administrator.