Common use of Calculation Agent Clause in Contracts

Calculation Agent. (a) The Issuer and the Co-Issuer hereby agree that for so long as any Notes remain Outstanding there shall at all times be an agent appointed to calculate LIBOR in respect of each Interest Accrual Period in accordance with the terms of Schedule B attached hereto (the “Calculation Agent”). The Issuer and the Co-Issuer initially have appointed the Trustee as Calculation Agent for purposes of determining LIBOR for each Interest Accrual Period. The Calculation Agent may be removed by the Issuer at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Loan Obligation Manager, the Noteholders and the Rating Agencies. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer, or if the Calculation Agent fails to determine LIBOR or the Interest Distribution Amount for any Class of Notes for any Interest Accrual Period, the Issuer shall promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuer or its Affiliates. The Calculation Agent may not resign its duties without a successor having been duly appointed. If no successor Calculation Agent shall have been appointed within 30 days after giving of a notice of resignation, the resigning Calculation Agent, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation Agent. (b) The Calculation Agent shall be required to agree that, as soon as practicable after 11:00 a.m. (London time) on each LIBOR Determination Date (as defined in Schedule B attached hereto), but in no event later than 11:00 a.m. (New York time) on the London Banking Day immediately following each LIBOR Determination Date, the Calculation Agent shall calculate LIBOR for the next Interest Accrual Period and will communicate such rates to the Issuer, the Co-Issuer, the Trustee, the Loan Obligation Manager, the Paying Agent and, if any Note is in the form of a Regulation S Global Security, to Euroclear and Clearstream, Luxembourg. The Calculation Agent shall also specify to the Issuer and the Co-Issuer the quotations upon which LIBOR is based, and in any event the Calculation Agent shall notify the Issuer and the Co-Issuer before 5:00 p.m. (New York time) on each LIBOR Determination Date if it has not determined and is not in the process of determining LIBOR and the Interest Distribution Amounts for each Class of Notes, together with the reasons therefor. The determination of the Class A Rate, Class B Rate and Class C Rate and the related Class A Interest Distribution Amount, Class B Interest Distribution Amount and Class C Interest Distribution Amount, respectively, by the Calculation Agent shall, absent manifest error, be final and binding on all parties.

Calculation Agent. (a) The Issuer and the Co-Issuer Issuers hereby agree that for so long as any Notes remain Floating Rate Note remains Outstanding there shall will at all times be an agent appointed (which does not control or is not controlled or under common control with the Issuers or their Affiliates or the Collateral Manager or its Affiliates) to calculate LIBOR the Reference Rate in respect of each Interest Accrual Period in accordance with the terms definition of Schedule B attached hereto Reference Rate (the “Calculation Agent”). The Issuer and Issuers hereby appoint the Co-Issuer initially have appointed the Trustee Collateral Administrator as Calculation Agent for purposes of determining LIBOR for each Interest Accrual PeriodAgent. The Calculation Agent may be removed by the Issuer Issuers or the Collateral Manager, on behalf of the Issuers, at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Loan Obligation Manager, the Noteholders and the Rating Agencies. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer, or if the Calculation Agent fails to determine LIBOR Issuers or the Interest Distribution Amount for any Class Collateral Manager, on behalf of Notes for any Interest Accrual Periodthe Issuers, the Issuer shall Issuers or the Collateral Manager, on behalf of the Issuers, will promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuer or its AffiliatesAffiliates or the Collateral Manager or its Affiliates and provide notice thereof to the Trustee and the Collateral Administrator. The Calculation Agent may not resign its duties or be removed without a successor having been duly appointed. If no successor Calculation Agent shall have been appointed within 30 days after giving of a notice of resignation, the resigning Calculation Agent, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation Agent. (b) The Calculation Agent shall be required to agree (and the Collateral Administrator as Calculation Agent agrees under the Collateral Administration Agreement) that, as soon as practicable possible after 11:00 a.m. (London time) time on each LIBOR Interest Determination Date (as defined in Schedule B attached hereto)Date, but in no event later than 11:00 a.m. (New York time) time on the London Banking Day immediately following each LIBOR Interest Determination Date, the Calculation Agent shall will calculate LIBOR for the next Interest Rate applicable to each Class of Floating Rate Notes during the related Interest Accrual Period and the Note Interest Amount (in each case, rounded to the nearest cent, with half a cent being rounded upward) payable on the related Payment Date in respect of such Class of Floating Rate Notes in respect of the related Interest Accrual Period. At such time, the Calculation Agent will communicate such rates and amounts to the Issuer, the Co-IssuerTrustee, each Paying Agent, the Trustee, the Loan Obligation Collateral Manager, the Paying Agent andDTC, if any Note is in the form of a Regulation S Global Security, to Euroclear and Clearstream, Luxembourg. The Calculation Agent shall will also specify to the Issuer and the Co-Issuer the quotations upon which LIBOR is the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer and the Co-Issuer before 5:00 p.m. (New York time) on each LIBOR every Interest Determination Date if it has not determined and is not in the process of determining LIBOR and the any such Interest Distribution Amounts for each Class of Notes, Rate or Note Interest Amount together with the its reasons therefor. The Calculation Agent’s determination of the Class A Rate, Class B Rate foregoing rates and Class C Rate and amounts for any Interest Accrual Period will (in the related Class A Interest Distribution Amount, Class B Interest Distribution Amount and Class C Interest Distribution Amount, respectively, by the Calculation Agent shall, absent absence of manifest error, ) be final and binding on upon all parties.

Calculation Agent. (a) The Issuer and the Co-Issuer hereby agree agrees that for so long as any of the Class A Notes remain Outstanding there shall will at all times be an a calculation agent appointed to calculate LIBOR in respect of each Interest Accrual Period in accordance with the terms of Schedule B attached C hereto (the “Calculation Agent”). The Issuer and the Co-Issuer initially have appointed the Trustee as Calculation Agent for purposes appointed by the Issuer must be a leading bank engaged in transactions in Eurodollar deposits in the international Eurodollar market which bank does not control, is not controlled by and is not under common control with, the Issuer, the Collateral Manager or any of determining LIBOR for each Interest Accrual Periodtheir respective Affiliates. The Calculation Agent may be removed by the Issuer at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Loan Obligation Manager, the Noteholders and the Rating Agencies. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer, or if the Calculation Agent fails to determine LIBOR or any of the Interest Distribution Amount for any Class of Notes for any Interest Accrual Periodinformation required to be determined as described in subsection (b), the Issuer shall will promptly appoint as a replacement Calculation Agent a another leading bank which is engaged in transactions in Eurodollar deposits in meeting the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuer or its Affiliatesqualifications set forth above to act as Calculation Agent. The Calculation Agent may not resign its duties without a successor having been duly appointed. If no successor The Issuer has initially appointed the Trustee as Calculation Agent shall have been appointed within 30 days after giving for purposes of a notice of resignation, the resigning Calculation Agent, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction determining LIBOR for the appointment of a successor Calculation AgentClass A Notes. (b) The Calculation Agent shall be required to agree that, as soon as practicable after 11:00 a.m. (a.m., London time) , on each LIBOR Determination Date (as defined in Schedule B attached hereto)Date, but in no event later than 11:00 a.m. (New York a.m., London time) , on the London Banking Business Day immediately following each such LIBOR Determination Date, the Calculation Agent shall will calculate LIBOR the interest rate applicable to the Class A Notes for the next following Interest Accrual Period or other Applicable Period, and will as soon as practicable but in no event later than 11:00 a.m., New York time, on the Business Day following such LIBOR Determination Date, communicate such rates rates, and the amount of interest payable on the next Payment Date in respect of the Class A Notes, with a principal amount of $1,000 (rounded to the Issuernearest cent, with half a cent being rounded upwards), to the Co-Issuer, the Trustee, the Loan Obligation Manager, the Collateral Manager and each Paying Agent and, if any Note is in the form of a Regulation S Global Security, to Euroclear and Clearstream, Luxembourg. Agent. (c) The Calculation Agent shall also be required to specify to the Issuer and the Co-Issuer the quotations upon which LIBOR each Note Interest Rate is based, and in any event the Calculation Agent shall notify the Issuer and the Co-Issuer before 5:00 p.m. (New York London time) on each LIBOR Determination Date if that either: (i) it has determined or is in the process of determining the Note Interest Rate and the Class A Note Interest Amount or (ii) it has not determined and is not in the process of determining LIBOR the Note Interest Rate and the Class A Note Interest Distribution Amounts for each Class of NotesAmount, together with the its reasons therefor. . (d) The determination Calculation Agent shall be required to agree that it may not, prior to the date which is one year and one day (or, if longer, the applicable preference period) after the payment in full of the all Class A RateNotes, Class B Rate and Class C Rate and institute against, or join any other Person in instituting against, the related Class A Interest Distribution AmountIssuer any bankruptcy, Class B Interest Distribution Amount and Class C Interest Distribution Amountreorganization, respectivelyarrangement, by insolvency, moratorium or liquidation proceedings, or other proceedings under federal or state bankruptcy or similar laws. Nothing in this Section 7.16 shall preclude, or be deemed to stop, the Calculation Agent shall(i) from taking any action prior to the expiration of the aforementioned one year and one day (or longer) period in (A) any case or proceeding voluntarily filed or commenced by the Issuer or (B) any involuntary insolvency proceeding filed or commenced by a Person other than the Calculation Agent, absent manifest erroror (ii) from commencing against the Issuer or any of its properties any legal action which is not a bankruptcy, be final and binding on all partiesreorganization, arrangement, insolvency, moratorium or liquidation proceeding.

Calculation Agent. (a) The Issuer and the Co-Issuer hereby agree that for so long as any Floating Rate Notes remain Outstanding there shall will at all times be an agent appointed (which does not control or is not controlled or under common control with the Issuer or its Affiliates or the Collateral Manager or its Affiliates) to calculate LIBOR the Benchmark in respect of each Interest Accrual Period in accordance with the terms definition of Schedule B attached hereto Benchmark (the “Calculation Agent”). The Issuer and hereby appoints the Co-Issuer initially have appointed the Trustee Collateral Administrator as Calculation Agent for purposes of determining LIBOR for each Interest Accrual PeriodAgent. The Calculation Agent may be removed by the Issuer or the Collateral Manager, on behalf of the Issuer, at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Loan Obligation Manager, the Noteholders and the Rating Agencies. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer, or if the Calculation Agent fails to determine LIBOR Issuer or the Interest Distribution Amount for any Class Collateral Manager, on behalf of Notes for any Interest Accrual Periodthe Issuer, the Issuer shall or the Collateral Manager, on behalf of the Issuer, will be required to appoint promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or and is not controlled by or under common control with the Issuer Issuer, the Collateral Manager or its Affiliatestheir respective Affiliates and provide notice thereof to the Trustee and the Collateral Administrator. The Calculation Agent may not resign its duties or be removed without a successor having been duly appointed. If no successor Calculation Agent shall have been appointed within 30 days after giving of a notice of resignation, the resigning Calculation Agent, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation Agent. (b) The Calculation Agent shall be required to agree (and the Collateral Administrator as Calculation Agent agrees under the Collateral Administration Agreement) that, as soon as practicable possible after 11:00 a.m. (London time) 5:00 p.m. New York time on each LIBOR Interest Determination Date (as defined in Schedule B attached hereto)Date, but in no event later than 11:00 a.m. (5:00 p.m. New York time) time on the London Banking U.S. Government Securities Business Day immediately following each LIBOR Interest Determination Date, the Calculation Agent shall will calculate LIBOR for the next Interest Rate applicable to each Class of Floating Rate Notes during the related Interest Accrual Period (or, for the first Interest Accrual Period, during the related Notional Accrual Period) and the Note Interest Amount (in each case, rounded to the nearest cent, with half a cent being rounded upward) payable on the related Payment Date in respect of such Class of Floating Rate Notes in respect of the related Interest Accrual Period or the related Notional Accrual Period, as applicable. At such time, the Calculation Agent will communicate such rates and amounts to the Issuer, the Co-IssuerTrustee, each Paying Agent, the Trustee, the Loan Obligation Collateral Manager, the Paying Agent andDTC, if any Note is in the form of a Regulation S Global Security, to Euroclear and Clearstream, Luxembourg. The Calculation Agent shall will also specify to the Issuer and the Co-Issuer the quotations upon which LIBOR is the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer and the Co-Issuer before 5:00 p.m. (New York time) on each LIBOR every Interest Determination Date if it has not determined and is not in the process of determining LIBOR and the any such Interest Distribution Amounts for each Class of Notes, Rate or Note Interest Amount together with the its reasons therefor. The Calculation Agent’s determination of the Class A Rate, Class B Rate foregoing rates and Class C Rate and amounts for any Interest Accrual Period or Notional Accrual Period will (in the related Class A Interest Distribution Amount, Class B Interest Distribution Amount and Class C Interest Distribution Amount, respectively, by the Calculation Agent shall, absent absence of manifest error, ) be final and binding on upon all parties.

Calculation Agent. Seller, unless (i) an Event of Default, Potential Event of Default or Termination Event has occurred and is continuing with respect to Seller, or (ii) if Seller fails to perform its obligations as Calculation Agent, in which case an unaffiliated leading dealer in the relevant market selected by Counterparty in its sole discretion will be the Calculation Agent. In the event that a party (the “Disputing Party”) does not agree with any determination made (or the failure to make any determination) by the Calculation Agent or the Determining Party, the Disputing Party shall have the right to require that the Calculation Agent or the Determining Party, as applicable, have such determination reviewed by a disinterested third party that is a dealer in derivatives of the type that is the subject of the dispute and that is not an Affiliate of either party (a “Third Party Dealer”). Such Third Party Dealer shall be jointly selected by the parties within one Local Business Day after the Disputing Party’s exercise of its rights hereunder (once selected, such Third Party Dealer shall be the “Substitute Calculation Agent” or “Substitute Determining Party,” as applicable). If the parties are unable to agree on a Substitute Calculation Agent or Substitute Determining Party, as applicable, within the prescribed time, each of the parties shall elect a Third Party Dealer and such two dealers shall agree on a Third Party Dealer by the end of the subsequent Local Business Day. Such Third Party Dealer shall be deemed to be the Substitute Calculation Agent or Substitute Determining Party, as applicable. Any exercise by the Disputing Party of its rights hereunder must be in writing and shall be delivered to the Calculation Agent or Determining Party, as applicable, not later than the third Local Business Day following the Local Business Day on which the Calculation Agent or Determining Party, as applicable, notifies the Disputing Party of any determination made (or of the failure to make any determination). Any determination by the Substitute Calculation Agent or Substitute Determining Party, as applicable, shall be binding in the absence of manifest error and shall be made as soon as possible but no later than the second Local Business Day following the Substitute Calculation Agent’s or Substitute Determining Party’s, appointment, as applicable. The costs of such Substitute Calculation Agent or Substitute Determining Party, as applicable, shall be borne by (a) The Issuer and the Co-Issuer hereby agree that for so long as any Notes remain Outstanding there shall at all times be an agent appointed to calculate LIBOR in respect of each Interest Accrual Period in accordance with Disputing Party if the terms of Schedule B attached hereto (the “Calculation Agent”). The Issuer and the Co-Issuer initially have appointed the Trustee as Substitute Calculation Agent for purposes of determining LIBOR for each Interest Accrual Period. The Calculation Agent may be removed by the Issuer at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issueror Substitute Determining Party, the Co-Issueras applicable, the Loan Obligation Manager, the Noteholders and the Rating Agencies. If substantially agrees with the Calculation Agent is unable or unwilling to act as such or is removed by the IssuerDetermining Party, or (b) the non-Disputing Party if the Substitute Calculation Agent or Substitute Determining Party, as applicable, does not substantially agree with the Calculation Agent fails to determine LIBOR or Determining Party, as applicable. If, after following the Interest Distribution Amount for any Class of Notes for any Interest Accrual Periodprocedures and within the specified time frames set forth above, a binding determination is not achieved, the Issuer shall promptly appoint as a replacement original determination of the Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits in or Determining Party, as applicable, shall apply. Following any adjustment, determination or calculation by the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuer or its Affiliates. The Calculation Agent hereunder, upon a written request by Counterparty (which may not resign its duties without a successor having been duly appointed. If no successor be by email), the Calculation Agent shall have been appointed will promptly (but in any event within 30 days after giving five Exchange Business Days) provide to Counterparty by email to the email address provided by Counterparty in such written request a report (in a commonly used file format for the storage and manipulation of a notice of resignationfinancial data) displaying in reasonable detail the basis for such adjustment, determination or calculation (including any quotations, market data or information from internal or external sources, and any assumptions used in making such adjustment, determination or calculation), it being understood that in no event will the resigning Calculation Agent, a Majority of the Notes Agent be obligated to share with Counterparty any proprietary or confidential data or information or any Holder of a Noteproprietary or confidential models used by it in making such adjustment, on behalf of himself determination or calculation or any information that is subject to an obligation not to disclose such information. All calculations and all others similarly situated, may petition a court of competent jurisdiction for determinations by the appointment of a successor Calculation Agent. (b) The Calculation Agent shall be required to agree that, as soon as practicable after 11:00 a.m. (London time) on each LIBOR Determination Date (as defined made in Schedule B attached hereto), but in no event later than 11:00 a.m. (New York time) on the London Banking Day immediately following each LIBOR Determination Date, the Calculation Agent shall calculate LIBOR for the next Interest Accrual Period and will communicate such rates to the Issuer, the Co-Issuer, the Trustee, the Loan Obligation Manager, the Paying Agent and, if any Note is in the form of a Regulation S Global Security, to Euroclear and Clearstream, Luxembourg. The Calculation Agent shall also specify to the Issuer and the Co-Issuer the quotations upon which LIBOR is based, good faith and in any event the Calculation Agent shall notify the Issuer a commercially reasonable manner. Non-Reliance: Applicable. Agreements and the Co-Issuer before 5:00 p.m. (New York time) on each LIBOR Determination Date if it has not determined and is not in the process of determining LIBOR and the Interest Distribution Amounts for each Class of Notes, together with the reasons thereforAcknowledgements Regarding Hedging Activities: Applicable. The determination of the Class A Rate, Class B Rate and Class C Rate and the related Class A Interest Distribution Amount, Class B Interest Distribution Amount and Class C Interest Distribution Amount, respectively, by the Calculation Agent shall, absent manifest error, be final and binding on all partiesAdditional Acknowledgements: Applicable.

Calculation Agent. Seller, unless (i) an Event of Default, Potential Event of Default or Termination Event has occurred and is continuing with respect to Seller, or (ii) if Seller fails to perform its obligations as Calculation Agent, in which case an unaffiliated leading dealer in the relevant market selected by Counterparty in its sole discretion will be the Calculation Agent. In the event that a party (the “Disputing Party”) does not agree with any determination made (or the failure to make any determination) by the Calculation Agent or the Determining Party, the Disputing Party shall have the right to require that the Calculation Agent or the Determining Party, as applicable, have such determination reviewed by a disinterested third party that is a dealer in derivatives of the type that is the subject of the dispute and that is not an Affiliate of either party (a “Third Party Dealer”). Such Third Party Dealer shall be jointly selected by the parties within one (1) Local Business Day after the Disputing Party’s exercise of its rights hereunder (once selected, such Third Party Dealer shall be the “Substitute Calculation Agent” or “Substitute Determining Party,” as applicable). If the parties are unable to agree on a Substitute Calculation Agent or Substitute Determining Party, as applicable, within the prescribed time, each of the parties shall elect a Third Party Dealer and such two dealers shall agree on a Third Party Dealer by the end of the subsequent Local Business Day. Such Third Party Dealer shall be deemed to be the Substitute Calculation Agent or Substitute Determining Party, as applicable. Any exercise by the Disputing Party of its rights hereunder must be in writing and shall be delivered to the Calculation Agent or Determining Party, as applicable, not later than the third Local Business Day following the Local Business Day on which the Calculation Agent or Determining Party, as applicable, notifies the Disputing Party of any determination made (or of the failure to make any determination). Any determination by the Substitute Calculation Agent or Substitute Determining Party, as applicable, shall be binding in the absence of manifest error and shall be made as soon as possible but no later than the second Local Business Day following the Substitute Calculation Agent’s or Substitute Determining Party’s, appointment, as applicable. The costs of such Substitute Calculation Agent or Substitute Determining Party, as applicable, shall be borne by (a) The Issuer and the Co-Issuer hereby agree that for so long as any Notes remain Outstanding there shall at all times be an agent appointed to calculate LIBOR in respect of each Interest Accrual Period in accordance with Disputing Party if the terms of Schedule B attached hereto (the “Calculation Agent”). The Issuer and the Co-Issuer initially have appointed the Trustee as Substitute Calculation Agent for purposes of determining LIBOR for each Interest Accrual Period. The Calculation Agent may be removed by the Issuer at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issueror Substitute Determining Party, the Co-Issueras applicable, the Loan Obligation Manager, the Noteholders and the Rating Agencies. If substantially agrees with the Calculation Agent is unable or unwilling to act as such or is removed by the IssuerDetermining Party, or (b) the non-Disputing Party if the Substitute Calculation Agent or Substitute Determining Party, as applicable, does not substantially agree with the Calculation Agent fails to determine LIBOR or Determining Party, as applicable. If, after following the Interest Distribution Amount for any Class of Notes for any Interest Accrual Periodprocedures and within the specified time frames set forth above, a binding determination is not achieved, the Issuer shall promptly appoint as a replacement original determination of the Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits in or Determining Party, as applicable, shall apply. Following any adjustment, determination or calculation by the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuer or its Affiliates. The Calculation Agent hereunder, upon a written request by Counterparty (which may not resign its duties without a successor having been duly appointed. If no successor be by email), the Calculation Agent shall have been appointed will promptly (but in any event within 30 days after giving five Exchange Business Days) provide to Counterparty by email to the email address provided by Counterparty in such written request a report (in a commonly used file format for the storage and manipulation of a notice of resignationfinancial data) displaying in reasonable detail the basis for such adjustment, determination or calculation (including any quotations, market data or information from internal or external sources, and any assumptions used in making such adjustment, determination or calculation), it being understood that in no event will the resigning Calculation Agent, a Majority of the Notes Agent be obligated to share with Counterparty any proprietary or confidential data or information or any Holder of a Noteproprietary or confidential models used by it in making such adjustment, on behalf of himself determination or calculation or any information that is subject to an obligation not to disclose such information. All calculations and all others similarly situated, may petition a court of competent jurisdiction for determinations by the appointment of a successor Calculation Agent. (b) The Calculation Agent shall be required to agree that, as soon as practicable after 11:00 a.m. (London time) on each LIBOR Determination Date (as defined made in Schedule B attached hereto), but in no event later than 11:00 a.m. (New York time) on the London Banking Day immediately following each LIBOR Determination Date, the Calculation Agent shall calculate LIBOR for the next Interest Accrual Period and will communicate such rates to the Issuer, the Co-Issuer, the Trustee, the Loan Obligation Manager, the Paying Agent and, if any Note is in the form of a Regulation S Global Security, to Euroclear and Clearstream, Luxembourg. The Calculation Agent shall also specify to the Issuer and the Co-Issuer the quotations upon which LIBOR is based, good faith and in any event the Calculation Agent shall notify the Issuer a commercially reasonable manner. Non-Reliance: Applicable. Agreements and the Co-Issuer before 5:00 p.m. (New York time) on each LIBOR Determination Date if it has not determined and is not in the process of determining LIBOR and the Interest Distribution Amounts for each Class of Notes, together with the reasons thereforAcknowledgements Regarding Hedging Activities: Applicable. The determination of the Class A Rate, Class B Rate and Class C Rate and the related Class A Interest Distribution Amount, Class B Interest Distribution Amount and Class C Interest Distribution Amount, respectively, by the Calculation Agent shall, absent manifest error, be final and binding on all partiesAdditional Acknowledgements: Applicable.

Calculation Agent. (a) The Issuer and the Co-Issuer Issuers hereby agree that for so long as any Notes remain Floating Rate Note remains Outstanding there shall will at all times be an agent appointed (which does not control or is not controlled or under common control with the Issuers or their Affiliates or the Collateral Manager or its Affiliates) to calculate LIBOR the Reference Rate in respect of each Interest Accrual Period in accordance with the terms definition of Schedule B attached hereto Reference Rate (the “Calculation Agent”). The Issuer and Issuers hereby appoint the Co-Issuer initially have appointed the Trustee Collateral Administrator as Calculation Agent for purposes of determining LIBOR for each Interest Accrual PeriodAgent. The Calculation Agent may be removed by the Issuer Issuers or the Collateral Manager, on behalf of the Issuers, at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Loan Obligation Manager, the Noteholders and the Rating Agencies. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer, or if the Calculation Agent fails to determine LIBOR Issuers or the Interest Distribution Amount for any Class Collateral Manager, on behalf of Notes for any Interest Accrual Periodthe Issuers, the Issuer shall Issuers or the Collateral Manager, on behalf of the Issuers, will promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuer or its AffiliatesAffiliates or the Collateral Manager or its Affiliates and provide notice thereof to the Trustee and the Collateral Administrator. The Calculation Agent may not resign its duties or be removed without a successor having been duly appointed. If no successor Calculation Agent shall have been appointed within 30 days after giving of a notice of resignation, the resigning Calculation Agent, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation Agent. (b) The Calculation Agent shall be required to agree (and the Collateral Administrator as Calculation Agent agrees under the Collateral Administration Agreement) that, as soon as practicable possible after 11:00 a.m. (London time) time on each LIBOR Interest Determination Date (as defined in Schedule B attached hereto)Date, but in no event later than 11:00 a.m. (New York time) time on the London Banking Day or U.S. Government Securities Business Day, as applicable, immediately following each LIBOR Interest Determination Date, the Calculation Agent shall will calculate LIBOR for the next Interest Rate applicable to each Class of Floating Rate Notes during the related Interest Accrual Period and the Note Interest Amount (in each case, rounded to the nearest cent, with half a cent being rounded upward) payable on the related Payment Date in respect of such Class of Floating Rate Notes in respect of the related Interest Accrual Period. At such time, the Calculation Agent will communicate such rates and amounts to the Issuer, the Co-IssuerTrustee, each Paying Agent, the Trustee, the Loan Obligation Collateral Manager, the Paying Agent andDTC, if any Note is in the form of a Regulation S Global Security, to Euroclear and Clearstream, Luxembourg. The Calculation Agent shall will also specify to the Issuer and the Co-Issuer the quotations upon which LIBOR is the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer and the Co-Issuer before 5:00 p.m. (New York time) on each LIBOR every Interest Determination Date if it has not determined and is not in the process of determining LIBOR and the any such Interest Distribution Amounts for each Class of Notes, Rate or Note Interest Amount together with the its reasons therefor. The Calculation Agent’s determination of the Class A Rate, Class B Rate foregoing rates and Class C Rate and amounts for any Interest Accrual Period will (in the related Class A Interest Distribution Amount, Class B Interest Distribution Amount and Class C Interest Distribution Amount, respectively, by the Calculation Agent shall, absent absence of manifest error, ) be final and binding on upon all parties.

Calculation Agent. (a) The Issuer and the Co-Issuer hereby agree that for so long as any Notes remain Floating Rate Debt remains Outstanding there shall will at all times be an agent appointed (which does not control or is not controlled or under common control with the Issuer or its Affiliates or the Collateral Manager or its Affiliates) to calculate LIBOR the Benchmark in respect of each Interest Accrual Period in accordance with the terms definition of Schedule B attached hereto Benchmark (the “Calculation Agent”). The Issuer and hereby appoints the Co-Issuer initially have appointed the Trustee Collateral Administrator as Calculation Agent for purposes of determining LIBOR for each Interest Accrual PeriodAgent. The Calculation Agent may be removed by the Issuer or the Collateral Manager, on behalf of the Issuer, at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Loan Obligation Manager, the Noteholders and the Rating Agencies. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer, or if the Calculation Agent fails to determine LIBOR Issuer or the Interest Distribution Amount for any Class Collateral Manager, on behalf of Notes for any Interest Accrual Periodthe Issuer, the Issuer shall or the Collateral Manager, on behalf of the Issuer, will be required to appoint promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or and is not controlled by or under common control with the Issuer Issuer, the Collateral Manager or its Affiliatestheir respective Affiliates and provide notice thereof to the Collateral Trustee and the Collateral Administrator. The Calculation Agent may not resign its duties or be removed without a successor having been duly appointed. If no successor Calculation Agent shall have been appointed within 30 days after giving of a notice of resignation, the resigning Calculation Agent, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation Agent. (b) The Calculation Agent shall be required to agree (and the Collateral Administrator as Calculation Agent agrees under the Collateral Administration Agreement) that, as soon as practicable possible after 11:00 a.m. (London time) 5:00 p.m. New York time on each LIBOR Interest Determination Date (as defined in Schedule B attached hereto)Date, but in no event later than 11:00 a.m. (5:00 p.m. New York time) time on the London Banking U.S. Government Securities Business Day immediately following each LIBOR Interest Determination Date, the Calculation Agent shall will calculate LIBOR for the next Interest Rate applicable to each Class of Floating Rate Debt during the related Interest Accrual Period (or, for the first Interest Accrual Period, during the related Notional Accrual Period) and the Debt Interest Amount (in each case, rounded to the nearest cent, with half a cent being rounded upward) payable on the related Payment Date in respect of such Class of Floating Rate Debt in respect of the related Interest Accrual Period or the related Notional Accrual Period, as applicable. At such time, the Calculation Agent will communicate such rates and amounts to the Issuer, the Co-Issuer, the Collateral Trustee, the Loan Obligation Agent, each Paying Agent, the Collateral Manager, the Paying Agent andDTC, if any Note is in the form of a Regulation S Global Security, to Euroclear and Clearstream, Luxembourg. The Calculation Agent shall will also specify to the Issuer and the Co-Issuer the quotations upon which LIBOR is the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer and the Co-Issuer before 5:00 p.m. (New York time) on each LIBOR every Interest Determination Date if it has not determined and is not in the process of determining LIBOR and the any such Interest Distribution Amounts for each Class of Notes, Rate or Debt Interest Amount together with the its reasons therefor. The Calculation Agent’s determination of the Class A Rate, Class B Rate foregoing rates and Class C Rate and amounts for any Interest Accrual Period or Notional Accrual Period will (in the related Class A Interest Distribution Amount, Class B Interest Distribution Amount and Class C Interest Distribution Amount, respectively, by the Calculation Agent shall, absent absence of manifest error, ) be final and binding on upon all parties.

Calculation Agent. (a) Initially, the Trustee will act as Calculation Agent, in accordance with the provisions of that certain Calculation Agency Agreement, dated the date hereof (the “Calculation Agency Agreement”). For the avoidance of doubt, in acting under the Calculation Agency Agreement, the Calculation Agent shall have the benefit of the rights, protections and immunities granted to it hereunder. The Issuer and the Co-Issuer hereby agree that for so Company may appoint a successor calculation agent at its discretion. So long as any Notes remain Outstanding Compounded SOFR is required to be determined with respect to the Floating Rate Notes, there shall at all times be an agent appointed to calculate LIBOR in respect of each Interest Accrual Period in accordance with the terms of Schedule B attached hereto (the “a Calculation Agent”). The Issuer and In the Co-Issuer initially have appointed the Trustee as event that any then acting Calculation Agent for purposes of determining LIBOR for each Interest Accrual Period. The Calculation Agent may shall be removed by the Issuer at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Loan Obligation Manager, the Noteholders and the Rating Agencies. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issueract, or if the Calculation Agent fails to determine LIBOR or the Interest Distribution Amount for any Class of Notes for any Interest Accrual Period, the Issuer shall promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuer or its Affiliates. The Calculation Agent may not resign its duties without a successor having been duly appointed. If no successor that such Calculation Agent shall have been appointed within 30 days after giving of a notice of resignationfail duly to establish Compounded SOFR for any Floating Rate Interest Period, or the resigning Company proposes to remove such Calculation Agent, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Company shall appoint another Calculation Agent. (b) The None of the Trustee, the Paying Agent or the Calculation Agent shall be required under any obligation (i) to agree thatmonitor, as soon as practicable after 11:00 a.m. determine or verify the unavailability or cessation of SOFR or the SOFR Index, 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 related Benchmark Replacement Date, (London timeii) on each LIBOR Determination Date 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 or index have been satisfied, (as defined 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 Schedule B attached hereto)connection with any of the foregoing, including, but in no event later than 11:00 a.m. (New York time) on not limited to, adjustments as to any alternative spread thereon, the London Banking Business Day immediately following convention, Interest Payment Determination Dates or any other relevant methodology applicable to such substitute or successor Benchmark. In connection with the foregoing, each LIBOR Determination Dateof the Trustee, the Paying Agent and the Calculation Agent shall calculate LIBOR be entitled to conclusively rely on any determinations made by the Company or its designee without independent investigation, and none will have any liability for actions taken at the next Interest Accrual Period and will communicate such rates to the Issuer, the Co-Issuer, Company’s direction in connection therewith. None of the Trustee, the Loan Obligation Manager, the Paying Agent and, if any Note is in the form of a Regulation S Global Security, to Euroclear and Clearstream, Luxembourg. The Calculation Agent shall also specify to the Issuer and the Co-Issuer the quotations upon which LIBOR is based, and in any event or the Calculation Agent shall notify be liable for any inability, failure or delay on its part to perform any of its duties set forth in this Supplemental Indenture as a result of the Issuer unavailability of SOFR, the SOFR Index or other applicable Benchmark Replacement, including as a result of any failure, inability, delay, error or inaccuracy on the part of any other transaction party in providing any direction, instruction, notice or information required or contemplated by the terms of this Supplemental Indenture and reasonably required for the performance of such duties. None of the Trustee, Paying Agent or Calculation Agent shall be responsible or liable for the Company’s actions or omissions or for those of any designee, nor shall any of the Trustee, Paying Agent or Calculation Agent be under any obligation to oversee or monitor the Company’s performance or that of the designee. (c) The Company will give the Trustee and the Co-Issuer before 5:00 p.m. (New York time) on each LIBOR Determination Date if it has not determined and is not in the process of determining LIBOR and the Interest Distribution Amounts for each Class of Notes, together with the reasons therefor. The determination Calculation Agent written notice of the Class A Rate, Class B Rate and Class C Rate and the related Class A Interest Distribution Amount, Class B Interest Distribution Amount and Class C Interest Distribution Amount, respectively, person appointed as its designee. (d) All determinations made by the Calculation Agent shall, absent in the absence of manifest error, be final conclusive for all purposes and binding on all partiesthe Company and Holders of the Floating Rate Notes.

Calculation Agent. Seller, unless (ai) The Issuer an Event of Default, Potential Event of Default or Termination Event has occurred and is continuing with respect to Seller, or (ii) if Seller fails to perform its obligations as Calculation Agent, in which case an unaffiliated leading dealer in the Co-Issuer hereby agree relevant market selected by Counterparty in its sole discretion will be the Calculation Agent. In the event that for so long as any Notes remain Outstanding there shall at all times be an agent appointed to calculate LIBOR in respect of each Interest Accrual Period in accordance with the terms of Schedule B attached hereto a party (the “Disputing Party”) does not agree with any determination made (or the failure to make any determination) by the Calculation Agent, the Disputing Party shall have the right to require that the Calculation Agent have such determination reviewed by a disinterested third party that is a dealer in derivatives of the type that is the subject of the dispute and that is not an Affiliate of either party (a “Third Party Dealer”). Such Third Party Dealer shall be jointly selected by the parties within one Local Business Day after the Disputing Party’s exercise of its rights hereunder (once selected, such Third Party Dealer shall be the “Substitute Calculation Agent”). The Issuer and If the Co-Issuer initially have appointed the Trustee as parties are unable to agree on a Substitute Calculation Agent for purposes within the prescribed time, each of determining LIBOR for each Interest Accrual Period. The Calculation Agent may be removed the parties shall elect a Third Party Dealer and such two dealers shall agree on a Third Party Dealer by the Issuer at any timeend of the subsequent Local Business Day. The Such Third Party Dealer shall be deemed to be the Substitute Calculation Agent may resign at any time Agent. Any exercise by giving written notice thereof the Disputing Party of its rights hereunder must be in writing and shall be delivered to the Issuer, the Co-Issuer, the Loan Obligation Manager, the Noteholders and the Rating Agencies. If the Calculation Agent is unable or unwilling to act as such or is removed by not later than the Issuer, or if third Local Business Day following the Local Business Day on which the Calculation Agent fails to determine LIBOR notifies the Disputing Party of any determination made (or the Interest Distribution Amount for any Class of Notes for any Interest Accrual Period, the Issuer shall promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuer or its Affiliates. The Calculation Agent may not resign its duties without a successor having been duly appointed. If no successor Calculation Agent shall have been appointed within 30 days after giving of a notice of resignation, the resigning Calculation Agent, a Majority of the Notes or failure to make any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for determination). Any determination by the appointment of a successor Calculation Agent. (b) The Substitute Calculation Agent shall be required to agree that, binding in the absence of manifest error and shall be made as soon as practicable after 11:00 a.m. (London time) on each LIBOR Determination Date (as defined in Schedule B attached hereto), possible but in no event later than 11:00 a.m. the second Local Business Day following the Substitute Calculation Agent’s appointment. The costs of such Substitute Calculation Agent shall be borne by (New York timea) on the London Banking Day immediately Disputing Party if the Substitute Calculation Agent substantially agrees with the Calculation Agent or (b) the non- Disputing Party if the Substitute Calculation Agent does not substantially agree with the Calculation Agent. If, after following each LIBOR Determination Datethe procedures and within the specified time frames set forth above, a binding determination is not achieved, the original determination of the Calculation Agent shall calculate LIBOR for the next Interest Accrual Period apply. Non-Reliance: Applicable. Agreements and will communicate such rates to the Issuer, the Co-Issuer, the Trustee, the Loan Obligation Manager, the Paying Agent and, if any Note is in the form of a Regulation S Global Security, to Euroclear and Clearstream, LuxembourgAcknowledgements Regarding Hedging Activities: Applicable. The Calculation Agent shall also specify to the Issuer and the Co-Issuer the quotations upon which LIBOR is based, and in any event the Calculation Agent shall notify the Issuer and the Co-Issuer before 5:00 p.m. (New York time) on each LIBOR Determination Date if it has not determined and is not in the process of determining LIBOR and the Interest Distribution Amounts for each Class of Notes, together with the reasons therefor. The determination of the Class A Rate, Class B Rate and Class C Rate and the related Class A Interest Distribution Amount, Class B Interest Distribution Amount and Class C Interest Distribution Amount, respectively, by the Calculation Agent shall, absent manifest error, be final and binding on all partiesAdditional Acknowledgements: Applicable.

Calculation Agent. (a) Initially, the Trustee will act as Calculation Agent, in accordance with the provisions of that certain Calculation Agency Agreement, dated the date hereof (the “Calculation Agency Agreement”). For the avoidance of doubt, in acting under the Calculation Agency Agreement, the Calculation Agent shall have the benefit of the rights, protections and immunities granted to it hereunder. The Issuer and the Co-Issuer hereby agree that for so Company may appoint a successor Calculation Agent at its discretion. So long as any Notes remain Outstanding compounded SOFR is required to be determined with respect to the Notes, there shall at all times be an agent appointed to calculate LIBOR in respect of each Interest Accrual Period in accordance with the terms of Schedule B attached hereto (the “a Calculation Agent”). The Issuer and In the Co-Issuer initially have appointed the Trustee as event that any then acting Calculation Agent for purposes of determining LIBOR for each Interest Accrual Period. The Calculation Agent may shall be removed by the Issuer at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Loan Obligation Manager, the Noteholders and the Rating Agencies. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issueract, or if the Calculation Agent fails to determine LIBOR or the Interest Distribution Amount for any Class of Notes for any Interest Accrual Period, the Issuer shall promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuer or its Affiliates. The Calculation Agent may not resign its duties without a successor having been duly appointed. If no successor that such Calculation Agent shall have been appointed within 30 days after giving of a notice of resignationfail duly to establish compounded SOFR for any Floating Rate Interest Period, or the resigning Company proposes to remove such Calculation Agent, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Company shall appoint another Calculation Agent. (b) The None of the Trustee, the Paying Agent or the Calculation Agent shall be required under any obligation (i) to agree thatmonitor, as soon as practicable after 11:00 a.m. determine or verify the unavailability or cessation of SOFR or the SOFR Index, 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 related Benchmark Replacement Date, (London timeii) on each LIBOR Determination Date 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 or index have been satisfied, (as defined 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 Schedule B attached hereto)connection with any of the foregoing, including, but in no event later than 11:00 a.m. (New York time) on not limited to, adjustments as to any alternative spread thereon, the London Banking Day immediately following business day convention, Interest Payment Determination Dates or any other relevant methodology applicable to such substitute or successor Benchmark. In connection with the foregoing, each LIBOR Determination Dateof the Trustee, the Paying Agent and the Calculation Agent shall calculate LIBOR be entitled to conclusively rely on any determinations made by the Company or its designee without independent investigation, and none will have any liability for actions taken at the next Interest Accrual Period and will communicate such rates to the Issuer, the Co-Issuer, Company’s direction in connection therewith. None of the Trustee, the Loan Obligation Manager, the Paying Agent and, if any Note is in the form of a Regulation S Global Security, to Euroclear and Clearstream, Luxembourg. The Calculation Agent shall also specify to the Issuer and the Co-Issuer the quotations upon which LIBOR is based, and in any event or the Calculation Agent shall notify be liable for any inability, failure or delay on its part to perform any of its duties set forth in this Supplemental Indenture as a result of the Issuer unavailability of SOFR, the SOFR Index or other applicable Benchmark Replacement, including as a result of any failure, inability, delay, error or inaccuracy on the part of any other transaction party in providing any direction, instruction, notice or information required or contemplated by the terms of this Supplemental Indenture and reasonably required for the performance of such duties. None of the Trustee, Paying Agent or Calculation Agent shall be responsible or liable for the Company’s actions or omissions or for those of any designee, nor shall any of the Trustee, Paying Agent or Calculation Agent be under any obligation to oversee or monitor the Company’s performance or that of the designee. (c) The Company will give the Trustee and the Co-Issuer before 5:00 p.m. (New York time) on each LIBOR Determination Date if it has not determined and is not in the process of determining LIBOR and the Interest Distribution Amounts for each Class of Notes, together with the reasons therefor. The determination Calculation Agent written notice of the Class A Rate, Class B Rate and Class C Rate and the related Class A Interest Distribution Amount, Class B Interest Distribution Amount and Class C Interest Distribution Amount, respectively, person appointed as its designee. (d) All determinations made by the Calculation Agent shall, absent in the absence of manifest error, be final conclusive for all purposes and binding on all partiesthe Company and Holders of the Notes.

Calculation Agent. (a) The Issuer and the Co-Issuer hereby agree agrees that for so long as any of the Notes remain Outstanding there shall will at all times be an a calculation agent appointed to calculate LIBOR in respect of each Interest Accrual Period in accordance with the terms of Schedule B attached hereto (the “Calculation Agent”). The Issuer and the Co-Issuer initially have appointed the Trustee as Calculation Agent for purposes appointed by the Issuer must be a leading bank engaged in transactions in Eurodollar deposits in the international Eurodollar market which bank does not control, is not controlled by and is not under common control with, the Issuer, the Investment Manager or any of determining LIBOR for each Interest Accrual Periodtheir respective Affiliates. The Calculation Agent may be removed by the Issuer at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Loan Obligation Manager, the Noteholders and the Rating Agencies. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer, or if the Calculation Agent fails to determine LIBOR or any of the Interest Distribution Amount for any Class of Notes for any Interest Accrual Periodinformation required to be determined as described in subsection (b), the Issuer shall will promptly appoint as a replacement Calculation Agent a another leading bank which is engaged in transactions in Eurodollar deposits in meeting the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuer or its Affiliatesqualifications set forth above to act as Calculation Agent. The Calculation Agent may not resign its duties without a successor having been duly appointed. If no successor The Issuer has initially appointed the Trustee as Calculation Agent shall have been appointed within 30 days after giving for purposes of a notice of resignation, the resigning Calculation Agent, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction determining LIBOR for the appointment of a successor Calculation AgentNotes. (b) The Calculation Agent shall be required to agree that, as soon as practicable after 11:00 a.m. (a.m., London time) , on each LIBOR Determination Date (as defined in Schedule B attached hereto)Date, but in no event later than 11:00 a.m. (New York a.m., London time) , on the London Banking Business Day immediately following each such LIBOR Determination Date, the Calculation Agent shall will calculate LIBOR the interest rate applicable to the Notes for the next following Interest Accrual Period or other Applicable Period, and will as soon as practicable but in no event later than 11:00 a.m., New York time, on the Business Day following such LIBOR Determination Date, communicate such rates rates, and the amount of interest payable on the next Payment Date in respect of the Notes, with a principal amount of $1,000 (rounded to the Issuernearest cent, with half a cent being rounded upwards), to the Co-Issuer, the Trustee, the Loan Obligation Manager, the Investment Manager and each Paying Agent and, if any Note is in the form of a Regulation S Global Security, to Euroclear and Clearstream, Luxembourg. Agent. (c) The Calculation Agent shall also be required to specify to the Issuer and the Co-Issuer the quotations upon which LIBOR each Note Interest Rate is based, and in any event the Calculation Agent shall notify the Issuer and the Co-Issuer before 5:00 p.m. (New York London time) on each LIBOR Determination Date if that either: (i) it has determined or is in the process of determining the Note Interest Rate and the Note Interest Amount or (ii) it has not determined and is not in the process of determining LIBOR the Note Interest Rate and the Note Interest Distribution Amounts for each Class of NotesAmount, together with the its reasons therefor. (d) The Calculation Agent shall be required to agree that it may not, prior to the date which is one year and one day (or, if longer, the applicable preference period) after the payment in full of all the Notes, institute against, or join any other Person in instituting against, the Issuer any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings, or other proceedings under federal or state bankruptcy or similar laws. The determination of the Class A RateNothing in this Section 7.16 shall preclude, Class B Rate and Class C Rate and the related Class A Interest Distribution Amountor be deemed to stop, Class B Interest Distribution Amount and Class C Interest Distribution Amount, respectively, by the Calculation Agent shall(i) from taking any action prior to the expiration of the aforementioned one year and one day (or longer) period in (A) any case or proceeding voluntarily filed or commenced by the Issuer or (B) any involuntary insolvency proceeding filed or commenced by a Person other than the Calculation Agent, absent manifest erroror (ii) from commencing against the Issuer or any of its properties any legal action which is not a bankruptcy, be final and binding on all partiesreorganization, arrangement, insolvency, moratorium or liquidation proceeding.

Calculation Agent. (a) The Issuer and Property Trustee shall initially, and, subject to the Co-Issuer hereby agree that immediately following sentence, for so long as it holds any Notes remain Outstanding there shall at all times of the Notes, be an agent appointed to calculate LIBOR in respect of each Interest Accrual Period in accordance with the terms of Schedule B attached hereto (the “Calculation Agent”). The Issuer and the Co-Issuer initially have appointed the Trustee as Calculation Agent for purposes of determining LIBOR for each Interest Accrual PeriodDistribution Date. The Calculation Agent may be removed by the Issuer Administrative Trustees at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Loan Obligation Manager, the Noteholders and the Rating Agencies. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer, or if the Calculation Agent fails to determine LIBOR or the Interest Distribution Amount for any Class of Notes for any Interest Accrual PeriodAdministrative Trustees, the Issuer shall Administrative Trustees will promptly appoint as a replacement Calculation Agent the London office of a leading bank which is engaged in transactions in six (6) month Eurodollar deposits in the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuer Administrative Trustee or its Affiliates. The Calculation Agent may not resign its duties without a successor having been duly appointed. If no successor Calculation Agent shall have been appointed within 30 days after giving of a notice of resignation, the resigning Calculation Agent, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation Agent. (b) The Calculation Agent shall be required to agree agree, and the Property Trustee as the initial Calculation agent hereby agrees, that, as soon as practicable possible after 11:00 a.m. A.M. (London time) on each LIBOR Determination Date (as defined in Schedule B attached hereto)Date, but in no event later than 11:00 a.m. A.M. (New York London time) on the London Banking Business Day immediately following each LIBOR Determination Date, the Calculation Agent shall will calculate LIBOR the interest rate (rounded to the nearest cent, with half a cent being rounded upwards) for the next Interest Accrual Period related Distribution Date, and will communicate such rates rate and amount to the IssuerDepositor, the Co-IssuerAdministrative Trustees, the Note Trustee, the Loan Obligation ManagerProperty Trustee (if the Property Trustee is not the Calculation Agent), the each Paying Agent and, if any Note is in and the form of a Regulation S Global Security, to Euroclear and Clearstream, LuxembourgDepositary. The Calculation Agent shall will also specify to the Issuer and the Co-Issuer Administrative Trustees the quotations upon which LIBOR is basedthe foregoing rates and amounts are based and, and in any event event, the Calculation Agent shall notify the Issuer and the Co-Issuer Administrative Trustees before 5:00 p.m. P.M. (New York London time) on each LIBOR Determination Date if that either: (i) it has determined or is in the process of determining the foregoing rates and amounts or (ii) it has not determined and is not in the process of determining LIBOR the foregoing rates and the Interest Distribution Amounts for each Class of Notesamounts, together with the its reasons therefor. The Calculation Agent’s determination of the Class A Rate, Class B Rate foregoing rates and Class C Rate and amounts for any Distribution Date will (in the related Class A Interest Distribution Amount, Class B Interest Distribution Amount and Class C Interest Distribution Amount, respectively, by the Calculation Agent shall, absent absence of manifest error, ) be final and binding on upon all parties. For the sole purpose of calculating the interest rate for the Trust Securities, “Business Day” shall be defined as any day on which dealings in deposits in Dollars are transacted in the London interbank market.

Calculation Agent. (a) The Issuer and the Co-Issuer hereby agree that for so long as any Notes remain Outstanding there shall at all times be an agent appointed to calculate LIBOR in respect of each Interest Accrual Period in accordance with the terms of Schedule B attached F hereto (the “Calculation Agent”). The Issuer and the Co-Issuer have initially have appointed the Trustee as Calculation Agent for purposes of determining LIBOR for each Interest Accrual Period. The Calculation Agent may be removed by the Issuer and the Co-Issuer at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Loan Obligation Collateral Manager, each Hedge Counterparty, the Noteholders and the each Rating AgenciesAgency. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer, or if Issuer and the Calculation Agent fails to determine LIBOR or the Interest Distribution Amount for any Class Co-Issuer in respect of Notes for any Interest Accrual Period, the Issuer shall and the Co-Issuer shall, with the prior written consent of each Hedge Counterparty, promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuer or its Affiliatesthe Co-Issuer. The Calculation Agent may not resign its duties without a successor having been duly appointed, and shall promptly inform the Hedge Counterparty of any such appointment. If no successor Calculation Agent shall have been appointed within 30 days after giving of a notice of resignation, the resigning Calculation Agent, each Hedge Counterparty, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation Agent. (b) The Calculation Agent shall be required to agree that, as soon as practicable after 11:00 a.m. (London time) on each LIBOR Determination Date (as defined in Schedule B attached F hereto), but in no event later than 11:00 a.m. (New York time) on the London Banking Day immediately following each LIBOR Determination Date, the Calculation Agent shall calculate (x) LIBOR for the next Interest Accrual Period and (y) the amount of interest for such Interest Accrual Period payable in respect of each U.S. $1,000 principal amount of each Class of Notes (rounded to the nearest cent, with half a cent being rounded upward) on the related Payment Date, and will communicate such rates and amounts to the Issuer, the Co-Issuer, the Trustee, the Loan Obligation Collateral Manager, the Paying Agent Agent, each Hedge Counterparty and, if any Floating Rate Note is in the form of a Regulation S Global Security, to Euroclear and Clearstream, Luxembourg. The Calculation Agent shall also specify to the Issuer and the Co-Issuer the quotations upon which LIBOR is based, and in any event the Calculation Agent shall notify the Issuer and the Co-Issuer before 5:00 p.m. (New York time) on each LIBOR Determination Date if it has not determined and is not in the process of determining LIBOR and the Interest Distribution Amounts for each Class of Notes, together with the reasons therefor. The determination of the Class A A-1 Rate, Class A-2 Rate, Class B Rate, Class C Rate, Class D Rate, Class E Rate, Class F Rate, Class G Rate, Class H Rate, Class J Rate and Class C K Rate and the related Class A A-1 Interest Distribution Amount, Class A-2 Interest Distribution Amount, Class B Interest Distribution Amount, Class C Interest Distribution Amount, Class D Interest Distribution Amount, Class E Interest Distribution Amount, Class F Interest Distribution Amount, Class G Interest Distribution Amount, Class H Interest Distribution Amount, Class J Interest Distribution Amount and Class C K Interest Distribution Amount, respectively, by the Calculation Agent shall, absent manifest error, be final and binding on all parties.

Calculation Agent. (a) The Issuer and the Co-Issuer hereby agree agrees that for so long as any Notes remain Debt remains Outstanding there shall at all times be an agent appointed to calculate LIBOR the Benchmark in respect of each Interest Accrual Period in accordance with the terms of Schedule B attached hereto (the “Calculation Agent”). The Issuer and the Co-Issuer initially have has appointed the Trustee Collateral Agent as Calculation Agent for purposes of determining LIBOR the Benchmark for each Interest Accrual Period. The Calculation Agent may be removed by the Issuer at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Loan Obligation Manager, the Noteholders Issuer and the Rating AgenciesDebtholders. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer, or if the Calculation Agent fails to determine LIBOR or the Interest Distribution Amount for any Class Issuer in respect of Notes for any Interest Accrual Period, the Issuer shall promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuer or its AffiliatesAffiliates and which, if the Benchmark is LIBOR, is engaged in transactions in Eurodollar deposits in the international Eurodollar market. The Calculation Agent may not resign its duties without a successor having been duly appointed. If no successor Calculation Agent shall have been appointed within 30 thirty (30) days after giving of a notice of resignation, the resigning Calculation Agent, Agent or a Majority of the Notes or any Holder of a NoteControlling Class, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation Agent. (b) The Calculation Agent shall be required to agree that, as soon as practicable after 11:00 a.m. (London time) on each LIBOR Determination Date (as defined in Schedule B attached hereto)the Reference Time, but in no event later than 11:00 a.m. (New York time) on the next Business Day (or the next London Banking Day if the Benchmark is LIBOR) immediately following each LIBOR Benchmark Determination Date, the Calculation Agent shall calculate LIBOR the Benchmark for the next Interest Accrual Period and will communicate such rates information to the IssuerCollateral Agent, who shall include such calculation on the Co-Issuer, the Trustee, the Loan Obligation Manager, the Paying Agent and, if any Note is in the form of a Regulation S Global Security, to Euroclear and Clearstream, Luxembourgnext Payment Date Report following such Benchmark Determination Date. The Calculation Agent shall also specify to the Issuer and the Co-Issuer the quotations upon which LIBOR is based, and in any event the Calculation Agent shall notify the Issuer and the Co-Issuer before 5:00 p.m. (New York time) on each LIBOR Benchmark Determination Date if it has not determined and is not in the process of determining LIBOR and the Benchmark, the Class A Loan Interest Distribution Amounts Amount for each the Class of NotesA Loan, together with the reasons therefor. The determination of the Class A Rate, Class B Loan Rate and Class C Rate and the related or any Class A Interest Distribution Amount, Class B Interest Distribution Amount and Class C Loan Interest Distribution Amount, respectively, by the Calculation Agent shall, absent manifest error, be final and binding on all parties. (c) None of the Calculation Agent, Note Administrator, Collateral Agent, Loan Agent or Trustee shall have any responsibility or liability for (i) the selection or determination of (or any failure by the Class A Lender to select or determine) an alternative or replacement reference rate (including any Benchmark Replacement, ISDA Fallback Rate, Benchmark Replacement Adjustment or any other reference rate component or modifier thereto) as a successor or replacement benchmark to LIBOR or determining whether (a) any such rate is a Benchmark Replacement or ISDA Fallback Rate, (b) the conditions to the designation of such rate or the adoption of a supplemental indenture have been satisfied, or (c) a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, and shall be entitled to rely upon any selection or determination of such rate (and any modifier) by the Class A Lender or (ii) any failure or delay in performing their duties under this Indenture and Credit Agreement as a result of the unavailability of LIBOR or other reference rate as described herein or the failure of the Class A Lender to select or determine any alternative or replacement rate as set forth herein. The Calculation Agent, Note Administrator, Collateral Agent, Loan Agent and Trustee shall be entitled to conclusively rely on any selection, determination, decision or election that may be made by the Class A Lender with respect to any alternative or replacement reference rate (including any modifier thereto), including any Benchmark Replacement and Benchmark Replacement Conforming Changes selected by the Class A Lender.

Calculation Agent. (a) The Issuer and Unless the Co-Issuer hereby agree that Partnership has validly called all of the outstanding Notes for so long as any Notes remain Outstanding there shall at all times be an redemption during the First Reset Period, the Partnership will appoint a calculation agent appointed to calculate LIBOR in respect of each Interest Accrual Period in accordance with the terms of Schedule B attached hereto (the “Calculation Agent”) for the Notes prior to the Reset Interest Determination Date immediately preceding the First Reset Date; provided that, if the Partnership has called all of the outstanding Notes for redemption on a Redemption Date occurring during the First Reset Period, but the Partnership does not redeem all of the outstanding Notes on such Redemption Date, the Partnership will appoint a Calculation Agent for the Notes prior to the Reset Interest Determination Date preceding the First Reset Date. The Partnership may terminate any such appointment and may appoint a successor Calculation Agent at any time and from time to time (so long as there shall always be a Calculation Agent in respect of the Notes when so required). The Issuer and the Co-Issuer initially have appointed the Trustee as Calculation Agent for purposes of determining LIBOR for each Interest Accrual Period. The Calculation Agent Partnership may be removed by the Issuer at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Loan Obligation Manager, the Noteholders and the Rating Agencies. If the Calculation Agent is unable appoint itself or unwilling to act as such or is removed by the Issuer, or if the Calculation Agent fails to determine LIBOR or the Interest Distribution Amount for any Class of Notes for any Interest Accrual Period, the Issuer shall promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuer or its Affiliates. The Calculation Agent may not resign its duties without a successor having been duly appointed. If no successor Calculation Agent shall have been appointed within 30 days after giving of a notice of resignation, the resigning Calculation Agent, a Majority an Affiliate of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Partnership as Calculation Agent. (b) The applicable interest rate for each Reset Period will be determined by the Calculation Agent shall be required to agree that, as soon as practicable after 11:00 a.m. (London time) on each LIBOR Determination Date (as defined in Schedule B attached hereto), but in no event later than 11:00 a.m. (New York time) on of the London Banking Day immediately following each LIBOR applicable Reset Interest Determination Date. Promptly upon such determination, the Calculation Agent shall calculate LIBOR will notify the Partnership of the interest rate for the next Interest Accrual Reset Period and the Partnership will communicate such rates promptly notify, or cause the Calculation Agent to the Issuerpromptly notify, the Co-Issuer, the Trustee, the Loan Obligation Manager, the Trustee and Paying Agent andfor the Notes in writing of such interest rate, if any Note is in upon which the form of a Regulation S Global Security, Trustee and Paying Agent will be permitted to Euroclear and Clearstream, Luxembourgconclusively rely. The Calculation Agent shall also specify to the Issuer and the Co-Issuer the quotations upon which LIBOR is basedAgent’s determination of any interest rate, and in any event the Calculation Agent shall notify the Issuer and the Co-Issuer before 5:00 p.m. (New York time) on each LIBOR Determination Date if it has not determined and is not in the process of determining LIBOR and the Interest Distribution Amounts for each Class of Notes, together with the reasons therefor. The determination its calculation of the Class A Rateamount of interest for any Interest Payment Period beginning on or after the First Reset Date, Class B Rate will be on file at the Partnership’s principal offices, will be made available to any Holder or beneficial owner of the Notes upon request and Class C Rate and the related Class A Interest Distribution Amount, Class B Interest Distribution Amount and Class C Interest Distribution Amount, respectively, by the Calculation Agent shall, absent manifest error, will be final and binding on all partiesin the absence of manifest error.

Calculation Agent. (a) The Issuer and the Co-Issuer hereby agree that for so long as any Notes remain Outstanding there shall at all times be an agent appointed to calculate LIBOR in respect of each Interest Accrual Period in accordance with the terms of Schedule B attached hereto (the “Calculation Agent”). The Issuer and the Co-Issuer initially have appointed the Trustee as Calculation Agent for purposes of determining LIBOR for each Interest Accrual Period. The Calculation Agent may be removed by the Issuer at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Loan Obligation Manager, the Noteholders and the Rating AgenciesAgency. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer, or if the Calculation Agent fails to determine LIBOR or the Interest Distribution Amount for any Class Issuer in respect of Notes for any Interest Accrual Period, the Issuer and the Co-Issuer shall promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuer or its Affiliates. The Calculation Agent may not resign its duties without a successor having been duly appointed. If no successor Calculation Agent shall have been appointed within 30 days after giving of a notice of resignation, the resigning Calculation Agent, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation Agent. (b) The Calculation Agent shall be required to agree that, as soon as practicable after 11:00 a.m. (London time) on each LIBOR Determination Date (as defined in Schedule B attached hereto), but in no event later than 11:00 a.m. (New York time) on the London Banking Day immediately following each LIBOR Determination Date, the Calculation Agent shall calculate LIBOR for the next Interest Accrual Period and will communicate such rates to the Issuer, the Co-Issuer, the Trustee, the Loan Obligation Manager, the Paying Agent and, if any Note is in the form of a Regulation S Global Security, to Euroclear and Clearstream, Luxembourg. The Calculation Agent shall also specify to the Issuer and the Co-Issuer the quotations upon which LIBOR is based, and in any event the Calculation Agent shall notify the Issuer and the Co-Issuer before 5:00 p.m. (New York time) on each LIBOR Determination Date if it has not determined and is not in the process of determining LIBOR and the Interest Distribution Amounts for each Class of Notes, together with the reasons therefor. The determination of the Class A Rate, Class B Rate and Class C B Rate and the related Class A Interest Distribution Amount, Class B Interest Distribution Amount and Class C B Interest Distribution Amount, respectively, by the Calculation Agent shall, absent manifest error, be final and binding on all parties.

Calculation Agent. (a) The Issuer and Trust appoints the Co-Issuer hereby agree that for so long as any Notes remain Outstanding there shall at all times be an agent appointed to calculate LIBOR in respect of each Interest Accrual Period in accordance with the terms of Schedule B attached hereto (the “Calculation Agent”). The Issuer and the Co-Issuer initially have appointed the Indenture Trustee as Calculation Agent for purposes of determining LIBOR for each Interest Accrual Period. The Calculation Agent may be removed by the Issuer at any time. The Calculation Agent may resign at any time by giving written notice thereof to the IssuerAgent, the Co-Issuer, the Loan Obligation Manager, the Noteholders and the Rating Agencies. If the Calculation Agent is unable or unwilling to act as Indenture Trustee accepts such or is removed by the Issuer, or if the Calculation Agent fails to determine LIBOR or the Interest Distribution Amount for any Class of Notes for any Interest Accrual Period, the Issuer shall promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuer or its Affiliates. The Calculation Agent may not resign its duties without a successor having been duly appointed. If no successor Calculation Agent shall have been appointed within 30 days after giving of a notice of resignation, the resigning Calculation Agent, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation Agentappointment. (b) The relevant Calculation Agent shall be required perform all functions and obligations imposed on such Calculation Agent by or pursuant to agree thatthe Indenture, as soon as practicable after 11:00 a.m. and a Note Certificate or Supplemental Indenture. (London timec) on each LIBOR Determination Date Each Calculation Agent, excluding the Indenture Trustee, shall forward to the Trust at least monthly a report providing details with respect to the performance of its functions and obligations with respect to the Notes which shall include dates and amounts of forthcoming payments with respect to the Notes. (as defined d) The relevant Calculation Agent shall, upon the request of any relevant Holder of the Notes, provide the interest rate then in Schedule B attached hereto)effect and, but in no event later than 11:00 a.m. (New York time) on the London Banking Day immediately following each LIBOR Determination Dateif determined, the Calculation Agent shall calculate LIBOR interest rate that will become effective as a result of a determination made for the next succeeding Interest Accrual Period and will communicate such rates Reset Date with respect to the Issuer, the Co-Issuer, the Trustee, the Loan Obligation Manager, the Paying Agent and, if any Note is in the form Notes. (e) All determinations of a Regulation S Global Security, to Euroclear and Clearstream, Luxembourg. The Calculation Agent shall also specify to the Issuer and the Co-Issuer the quotations upon which LIBOR is based, and in any event the Calculation Agent shall notify the Issuer and the Co-Issuer before 5:00 p.m. (New York time) on each LIBOR Determination Date if it has not determined and is not in the process of determining LIBOR and the Interest Distribution Amounts for each Class of Notes, together with the reasons therefor. The determination of the Class A Rate, Class B Rate and Class C Rate and the related Class A Interest Distribution Amount, Class B Interest Distribution Amount and Class C Interest Distribution Amount, respectively, interest by the Calculation Agent shall, absent in the absence of manifest errorerrors, be final conclusive for all purposes and binding on the Holders of the Notes. (f) The Trust shall pay the compensation of each Calculation Agent at such rates as shall be agreed upon in writing by the Trust and the relevant Calculation Agent from time to time and shall reimburse each Calculation Agent for reasonable expenses properly incurred by such Calculation Agent in connection with the performance of its duties upon receipt of such invoices as the Trust shall reasonably require. The Trust also agrees to indemnify each Calculation Agent for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of its duties under the Indenture, including the costs and expenses of defending itself against or investigating any claim of liability in connection with the exercise or performance of any of its powers or duties under the Indenture. (g) Subject as provided below, each Calculation Agent may at any time resign as Calculation Agent by giving not less than 60 days' written notice to the Trust and the Indenture Trustee (unless the Indenture Trustee is such Calculation Agent) of such intention on its part, specifying the date on which its resignation shall become effective. Except as provided below, the Trust may remove a Calculation Agent by giving not less than 20 days' written notice specifying such removal and the date when it shall become effective. Any such resignation or removal shall take effect upon: (i) the appointment by the Trust of a successor Calculation Agent; and (ii) the acceptance of such appointment by such successor Calculation Agent, PROVIDED that with respect to any Calculation Agent who fails duly to establish the interest rate or amount for any Interest Reset Period, any such removal will take effect immediately upon such appointment of, and acceptance thereof by, a successor Calculation Agent approved by the Indenture Trustee (unless the Indenture Trustee is such Calculation Agent), in which event notice of such appointment shall be given to each Holder of the Notes as soon as practicable thereafter. The Trust agrees with each Calculation Agent that if, by the day falling 10 days before the expiration of any notice given pursuant to this Section 4.5(g), the Trust has not appointed a replacement Calculation Agent, then the Calculation Agent shall be entitled, on behalf of the Trust, to appoint in its place a reputable financial institution of good standing reasonably acceptable to the Trust and the Indenture Trustee (unless the Indenture Trustee is such Calculation Agent); PROVIDED, HOWEVER, that notwithstanding the foregoing, the resignation or removal of the relevant Calculation Agent shall not be effective unless, upon the expiration of the notice given pursuant to this Section 4.5(g), the successor Calculation Agent shall have accepted its appointment. Upon its resignation or removal becoming effective, the retiring Calculation Agent shall be entitled to the payment of its compensation and reimbursement of all partiesexpenses incurred by such retiring Calculation Agent pursuant to Section 4.5(f) up to the effective date of such resignation or removal. (h) If at any time a Calculation Agent shall resign or be removed, or shall become incapable of acting with respect to the Notes, or shall be adjudged as bankrupt or insolvent, or a receiver or liquidator of such Calculation Agent or of its property shall be appointed, or any public officer shall take charge or control of such Calculation Agent or its property or affairs for the purpose of rehabilitation, conservation or liquidation, then a successor Calculation Agent shall be appointed by the Trust by an instrument in writing filed with the successor Calculation Agent. Upon any such appointment of, and the acceptance of such appointment by, a successor Calculation Agent and (except in cases of removal for failure to establish the amount of interest) the giving of notice to each Holder of the Notes, the retiring Calculation Agent shall cease to be Calculation Agent under the Indenture. (i) Any successor Calculation Agent appointed under the Indenture shall execute and deliver to its predecessor, the Trust and the Indenture Trustee (unless the Indenture Trustee is such Calculation Agent) a reasonably acceptable instrument, accepting such appointment under the Indenture, and thereupon such successor Calculation Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as a Calculation Agent under the Indenture, and such predecessor, upon payment of any amounts due pursuant to Section 4.5(f) and unpaid, shall thereupon become obliged to transfer and deliver, and such successor Calculation Agent shall be entitled to receive, copies of any relevant records maintained by such predecessor Calculation Agent. (j) Any corporation into which a Calculation Agent may be merged or converted or with which it may be consolidated or any corporation resulting from any merger, conversion or consolidation to which such Calculation Agent shall be a party, or a corporation succeeding to all or substantially all of the paying agency business of such Calculation Agent shall be a successor Calculation Agent under the Indenture without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything in the Indenture to the contrary notwithstanding. At least 30 days' prior notice of any such merger, conversion or consolidation shall be given to the Trust and the Indenture Trustee (unless the Indenture Trustee is such Calculation Agent).

Calculation Agent. (a) The Issuer and the Co-Issuer hereby agree agrees that for so long as any Notes remain Floating Rate Debt remains Outstanding there shall will at all times be an agent appointed by the Issuer (which does not control or is not controlled or under common control with the Issuer or its Affiliates or the Collateral Manager or its Affiliates) to calculate LIBOR in respect of the Reference Rate for each Interest Accrual Period on the Interest Determination Date or, if the Reference Rate is not Term SOFR, the time determined by the Collateral Manager (on behalf of the Issuer) and adopted in accordance with the terms of Schedule B attached hereto Benchmark Replacement Conforming Changes (the “Calculation Agent”). The Issuer and hereby appoints the Co-Issuer initially have appointed the Trustee Collateral Administrator as Calculation Agent for purposes of determining LIBOR for each Interest Accrual PeriodAgent. The Calculation Agent may be removed by the Issuer or the Collateral Manager, on behalf of the Issuer, at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Loan Obligation Manager, the Noteholders and the Rating Agencies. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer, or if the Calculation Agent fails to determine LIBOR Issuer or the Interest Distribution Amount for any Class Collateral Manager, on behalf of Notes for any Interest Accrual Periodthe Issuer, the Issuer shall or the Collateral Manager, on behalf of the Issuer, will promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuer or its AffiliatesAffiliates or the Collateral Manager or its Affiliates and provide notice thereof to the Trustee and the Collateral Administrator. The Calculation Agent may not resign its duties or be removed without a successor having been duly appointed. If no successor Calculation Agent shall have been appointed within 30 days after giving of a notice of resignation, the resigning Calculation Agent, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation Agent. (b) The Calculation Agent shall be required to agree (and the Collateral Administrator as Calculation Agent does hereby agree) that, as soon as practicable after 11:00 a.m. (London time) on each LIBOR Interest Determination Date (as defined in Schedule B attached hereto)Date, but in no event later than 11:00 a.m. (5:00 p.m. New York timetime on such Interest Determination Date the Calculation Agent will calculate the Interest Rate applicable to each Class of Floating Rate Debt during the related Interest Accrual Period and the Debt Interest Amount (in each case, rounded to the nearest cent, with half a cent being rounded upward) payable on the London Banking Day immediately following each LIBOR Determination Daterelated Payment Date in respect of such Class of Floating Rate Debt in respect of the related Interest Accrual Period. At such time, the Calculation Agent shall calculate LIBOR for the next Interest Accrual Period and will communicate such rates and amounts to the Issuer, the Co-IssuerTrustee, each Paying Agent, DTC, the Trustee, the Loan Obligation Collateral Manager, the Paying Agent and, if any Note is in the form of a Regulation S Global Security, to Euroclear and Clearstream, Luxembourg. The Calculation Agent shall will also specify to the Issuer and the Co-Issuer the quotations upon which LIBOR is based, and in any event the Calculation Agent shall notify the Issuer and the Co-Issuer before 5:00 p.m. (New York time) time on each LIBOR every Interest Determination Date if it has not determined and is not in the process of determining LIBOR and the any such Interest Distribution Amounts for each Class of Notes, Rate or Debt Interest Amount together with the its reasons therefor. The Calculation Agent’s determination of the Class A foregoing rates and amounts for any Interest Accrual Period will (in the absence of manifest error) be final and binding upon all parties. Neither the Calculation Agent nor the Trustee shall have any responsibility or liability for the selection of an alternative base rate (including a Fallback Rate) or determination thereof, or any liability for any failure or delay in performing its duties hereunder as a result of the unavailability of a “base rate” in accordance herewith. (c) Neither the Calculation Agent nor the Collateral Manager shall have any liability for any interest rate published by any publication that is the source for determining the interest rates of the Secured Debt, or rates published by the Federal Reserve Board and/or the Federal Reserve Bank of New York or on the Federal Reserve Bank of New York’s Website. (d) Neither the Trustee, Paying Agent nor Calculation Agent shall be under any obligation (i) to monitor, determine or verify the unavailability or cessation of Term SOFR (or other applicable Reference Rate), or to give notice to any other transaction party of the occurrence thereof, (ii) to select, identify or designate any Fallback Rate or other successor or replacement benchmark index, or determine whether any conditions to the designation of such a rate have been satisfied, (iii) to select, identify or designate any credit spread adjustments, or other modifier to any replacement or successor index, or (iv) to determine whether or what Reference Rate Amendment, Benchmark Replacement Conforming Changes or other amendment or conforming changes are necessary or advisable, if any, in connection with the adoption of a Fallback Rate. Neither the Trustee, Paying Agent, nor Calculation Agent shall be liable for any inability, failure or delay on its part to perform any of its duties set forth in this Indenture or other Transaction Document as a result of the unavailability of Term SOFR (or other applicable Reference Rate) or the absence of a Fallback Rate, Class B Rate and Class C Rate and including as a result of any inability, delay, error or inaccuracy on the related Class A Interest Distribution Amountpart of any other transaction party, Class B Interest Distribution Amount and Class C Interest Distribution Amountincluding without limitation the Collateral Manager, respectivelyin providing any direction, instruction, notice or information required or contemplated by the terms of this Indenture or other Transaction Document and reasonably required for the performance of such duties. The Calculation Agent shall, absent manifest errorin respect of any Interest Determination Date, have no liability for the application of Term SOFR as determined on the previous Interest Determination Date if so required under the definition of Term SOFR. If the Calculation Agent at any time or times determines in its reasonable judgment that guidance is needed to perform its duties, or if it is required to decide between alternative courses of action, the Calculation Agent may (but is not obligated to) reasonably request guidance in the form of written instructions (or, in its sole discretion, oral instruction followed by written confirmation) from the Collateral Manager, including without limitation in respect of facilitating or specifying administrative procedures with respect to the calculation of any Fallback Rate, on which the Calculation Agent shall be final entitled to rely without liability. The Calculation Agent shall be entitled to refrain from action pending receipt of such instruction. For the avoidance of doubt, all references in this Indenture and binding the Collateral Administration Agreement to the right of the Trustee and the Collateral Administrator to rely upon notices, instructions and other information provided by the Collateral Manager. In connection with each Floating Rate Obligation, the Issuer (or the Collateral Manager on all partiesits behalf) is responsible in each instance to (i) monitor the status of Term SOFR or other applicable Reference Rate, (ii) determine whether a substitute index should or could be selected, (iii) determine the selection of any such substitute index, and (iv) exercise any right related to the foregoing on behalf of the Issuer or any other Person, and none of the Trustee or the Collateral Administrator shall have any responsibility or liability therefor. (e) The Trustee, the Paying Agent, the Collateral Administrator and the Calculation Agent shall have no liability for any inability, failure or delay in the performance of its duties hereunder or under the other Transaction Documents as a result of the unavailability or disruption of “Term SOFR” or other Reference Rate and absence of an alternate or replacement reference rate, including as a result of any inability, delay, error or inaccuracy on the part of any other transaction party, including without limitation the Collateral Manager, in providing any direction, instruction, notice or information required or contemplated by the terms of this Indenture and reasonably required for the performance of such duties. (f) None of the Trustee, the Paying Agent, the Collateral Administrator or the Calculation Agent shall have any liability for any interest rate published by any publication that is the source for determining the Interest Rates of the Floating Rate Debt, 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.

Calculation Agent. (a) The Issuer and the Co-Issuer Issuers hereby agree that for so long as any Notes remain Floating Rate Debt remains Outstanding there shall will at all times be an agent appointed (which does not control or is not controlled or under common control with the Issuer or its Affiliates or the Collateral Manager or its Affiliates) to calculate LIBOR the Benchmark in respect of each Interest Accrual Period in accordance with the terms definition of Schedule B attached hereto Benchmark (the “Calculation Agent”). The Issuer and hereby appoints the Co-Issuer initially have appointed the Trustee Collateral Administrator as Calculation Agent for purposes of determining LIBOR for each Interest Accrual PeriodAgent. The Calculation Agent may be removed by the Issuer or the Collateral Manager, on behalf of the Issuer, at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Loan Obligation Manager, the Noteholders and the Rating Agencies. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer, or if the Calculation Agent fails to determine LIBOR Issuer or the Interest Distribution Amount for any Class Collateral Manager, on behalf of Notes for any Interest Accrual Periodthe Issuer, the Issuer shall or the Collateral Manager, on behalf of the Issuer, will be required to appoint promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or and is not controlled by or under common control with the Issuer Issuer, the Collateral Manager or its Affiliatestheir respective Affiliates and provide notice thereof to the Collateral Trustee and the Collateral Administrator. The Calculation Agent may not resign its duties or be removed without a successor having been duly appointed. If no successor Calculation Agent shall have been appointed within 30 days after giving of a notice of resignation, the resigning Calculation Agent, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation Agent. (b) The Calculation Agent shall be required to agree (and the Collateral Administrator as Calculation Agent agrees under the Collateral Administration Agreement) that, as soon as practicable possible after 11:00 a.m. (London time) 5:00 p.m. New York time on each LIBOR Interest Determination Date (as defined in Schedule B attached hereto)Date, but in no event later than 11:00 a.m. (5:00 p.m. New York time) time on the London Banking U.S. Government Securities Business Day immediately following each LIBOR Interest Determination Date, the Calculation Agent shall will calculate LIBOR for the next Interest Rate applicable to each Class of Floating Rate Debt during the related Interest Accrual Period and the Debt Interest Amount (in each case, rounded to the nearest cent, with half a cent being rounded upward) payable on the related Payment Date in respect of such Class of Floating Rate Debt in respect of the related Interest Accrual Period. At such time, the Calculation Agent will communicate such rates and amounts to the Issuer, the Co-Issuer, the Collateral Trustee, the Loan Obligation Agent, each Paying Agent, the Collateral Manager, the Paying Agent andDTC, if any Note is in the form of a Regulation S Global Security, to Euroclear and Clearstream, Luxembourg. The Calculation Agent shall will also specify to the Issuer and the Co-Issuer the quotations upon which LIBOR is the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer and the Co-Issuer before 5:00 p.m. (New York time) on each LIBOR every Interest Determination Date if it has not determined and is not in the process of determining LIBOR and the any such Interest Distribution Amounts for each Class of Notes, Rate or Debt Interest Amount together with the its reasons therefor. The Calculation Agent’s determination of the Class A Rate, Class B Rate foregoing rates and Class C Rate and amounts for any Interest Accrual Period will (in the related Class A Interest Distribution Amount, Class B Interest Distribution Amount and Class C Interest Distribution Amount, respectively, by the Calculation Agent shall, absent absence of manifest error, ) be final and binding on upon all parties.

Calculation Agent. (a) The Issuer and Calculation Agent shall perform the Co-Issuer hereby agree that for so long as any Notes remain Outstanding there shall at all times duties expressed to be an agent appointed to calculate LIBOR performed by it in the Conditions in respect of each Series of Notes in respect of which it is appointed as Calculation Agent. As soon as practicable after the relevant time on each Interest Determination Date or such time on such date as the Conditions may require to be calculated any Interest Amount or Redemption Amount, any quotation to be obtained or any determination or calculation to be made by the Calculation Agent, the Calculation Agent shall determine the Interest Rate and calculate the Interest Amounts in respect of each denomination of the Notes for the relevant Interest Accrual Period, Interest Period in accordance with or Interest Payment Date, calculate the terms of Schedule B attached hereto (Redemption Amount, obtain such quotation and/or make such determination or calculation, as the “Calculation Agent”). The Issuer case may be, and cause the Interest Rate and the Co-Issuer initially have appointed the Trustee as Calculation Agent for purposes of determining LIBOR Interest Amounts for each Interest Accrual Period. The , Interest Period or Interest Payment Date and, if required, the relevant Interest Payment Date and, if required to be calculated, any Redemption Amount to be notified to any other Calculation Agent may be removed by the Issuer at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Loan Obligation Manager, the Noteholders and the Rating Agencies. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer, or if the Calculation Agent fails to determine LIBOR or the Interest Distribution Amount for any Class of Notes for any Interest Accrual Period, the Issuer shall promptly appoint as a replacement Calculation Agent a leading bank which is engaged appointed in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuer or its Affiliates. The Calculation Agent may not resign its duties without a successor having been duly appointed. If no successor Calculation Agent shall have been appointed within 30 days after giving of a notice of resignation, the resigning Calculation Agent, a Majority respect of the Notes or any Holder that is to make a further calculation upon receipt of such information, the Issuing and Paying Agent, the relevant Issuer, each of the Paying Agents, the relevant Noteholders and, if the relevant Notes are to be listed on a Notestock exchange and the rules of such exchange so require, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation Agent. (b) The Calculation Agent shall be required to agree that, such exchange as soon as practicable possible after 11:00 a.m. (London time) on each LIBOR Determination Date (as defined in Schedule B attached hereto), their determination but in no event later than 11:00 a.m. (New York i) the commencement of the relevant Interest Period, if determined prior to such time, in the case of notification to such exchange of an Interest Rate and Interest Amount, or (ii) on in all other cases, the London Banking fourth Business Day immediately following each LIBOR Determination Date, after such determination. If the Calculation Agent shall calculate LIBOR for the next Interest Accrual Period and will communicate such rates at any material time does not make any determination or calculation or take any action that it is required to do pursuant to the Conditions, it shall forthwith notify the relevant Issuer, the Co-Issuer, the Trustee, the Loan Obligation Manager, the Paying Agent and, if any Note is in the form of a Regulation S Global Security, to Euroclear and Clearstream, Luxembourg. The Calculation Agent shall also specify to the Issuer Trustee and the Co-Issuer the quotations upon which LIBOR is based, Issuing and in any event the Calculation Agent shall notify the Issuer and the Co-Issuer before 5:00 p.m. (New York time) on each LIBOR Determination Date if it has not determined and is not in the process of determining LIBOR and the Interest Distribution Amounts for each Class of Notes, together with the reasons therefor. The determination of the Class A Rate, Class B Rate and Class C Rate and the related Class A Interest Distribution Amount, Class B Interest Distribution Amount and Class C Interest Distribution Amount, respectively, by the Calculation Agent shall, absent manifest error, be final and binding on all partiesPaying Agent.

Calculation Agent. (a) The Issuer and the Co-Issuer hereby agree agrees that for so long as any Secured Notes remain Outstanding there shall will at all times be an agent appointed (which does not control or is not controlled or under common control with the Issuer or its Affiliates or the Collateral Manager or its Affiliates) to calculate LIBOR in respect of each Interest Accrual Period (or, in the case of the first Interest Accrual Period commencing on the Closing Date) in accordance with the terms of Schedule B attached Exhibit C hereto (the “Calculation Agent”). The Issuer and hereby appoints the Co-Issuer initially have appointed the Trustee Collateral Administrator as Calculation Agent for purposes of determining LIBOR for each Interest Accrual PeriodAgent. The Calculation Agent may be removed by the Issuer or the Collateral Manager, on behalf of the Issuer, as described below in clause (b) of this Section 7.16, at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Loan Obligation Manager, the Noteholders and the Rating Agencies. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer or the Collateral Manager, on behalf of the Issuer, or if the Calculation Agent fails to determine LIBOR or the Interest Distribution Amount for any Class in respect of Notes for any Interest Accrual Period, the Issuer shall or the Collateral Manager, on behalf of the Issuer, will promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuer or its Affiliates or the Collateral Manager or its Affiliates. The Calculation Agent may not resign its duties or be removed without a successor having been duly appointed. If no successor Calculation Agent shall have been appointed within 30 days after giving of a notice of resignation, the resigning Calculation Agent, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation Agent. (b) The Calculation Agent shall be required to agree (and the Collateral Administrator as Calculation Agent does hereby agree) that, as soon as practicable possible after 11:00 a.m. (London time) time on each LIBOR Interest Determination Date (as defined in Schedule B attached hereto)Date, but in no event later than 11:00 a.m. (New York time) time on the London Banking Day immediately following each LIBOR Interest Determination Date, the Calculation Agent shall will calculate LIBOR for the next Interest Rate applicable to each Class of Floating Rate Notes during the related Interest Accrual Period (or portion thereof) and the Note Interest Amount (in each case, rounded to the nearest cent, with half a cent being rounded upward) payable on the related Payment Date in respect of such Class of Floating Rate Notes in respect of the related Interest Accrual Period. At such time, the Calculation Agent will communicate such rates and amounts to the Issuer, the Co-IssuerTrustee, each Paying Agent, the Trustee, the Loan Obligation Collateral Manager, the Paying Agent and, if any Note is in the form of a Regulation S Global Security, to Euroclear and Clearstream, Luxembourg. The Calculation Agent shall will also specify to the Issuer and the Co-Issuer the quotations upon which LIBOR is the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer and the Co-Issuer before 5:00 p.m. (New York time) on each LIBOR every Interest Determination Date if it has not determined and is not in the process of determining LIBOR and the any such Interest Distribution Amounts for each Class of Notes, Rate or Note Interest Amount together with the its reasons therefor. The Calculation Agent’s determination of the Class A Rate, Class B Rate foregoing rates and Class C Rate and amounts for any Interest Accrual Period will (or portion thereof) (in the related Class A Interest Distribution Amount, Class B Interest Distribution Amount and Class C Interest Distribution Amount, respectively, by the Calculation Agent shall, absent absence of manifest error, ) be final and binding on upon all parties. The Calculation Agent and the Trustee shall have no responsibility or liability for the selection of an alternative base rate (including an Alternative Rate) or determination thereof, or any liability for any failure or delay in performing its duties hereunder as a result of the unavailability of a reference rate as described herein.

Calculation Agent. (a) The Issuer and the Co-Issuer Company hereby agree agrees that for so long as any Notes of the Securities remain Outstanding Outstanding, there shall will at all times be an agent appointed to calculate LIBOR in respect of each Interest Accrual Period Payment Date in accordance with the terms of Schedule B attached hereto A (the “Calculation Agent”). The Issuer and the Co-Issuer Company has initially have appointed the Trustee as Calculation Agent for purposes of determining LIBOR for each Interest Accrual PeriodPayment Date. The Calculation Agent may be removed by the Issuer Company at any time. The So long as the Property Trustee holds any of the Securities, the Calculation Agent may resign at any time by giving written notice thereof to shall be the Issuer, the Co-Issuer, the Loan Obligation Manager, the Noteholders and the Rating AgenciesProperty Trustee. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer, or if the Calculation Agent fails to determine LIBOR or the Interest Distribution Amount for any Class of Notes for any Interest Accrual PeriodCompany, the Issuer shall Company will promptly appoint as a replacement Calculation Agent the London office of a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuer Company or its Affiliates. The Calculation Agent may not resign its duties without a successor having been duly appointed. If no successor Calculation Agent shall have been appointed within 30 days after giving of a notice of resignation, the resigning Calculation Agent, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation Agent. (b) The Calculation Agent shall be required to agree that, as soon as practicable possible after 11:00 a.m. (London time) on each LIBOR Determination Date (as defined in Schedule B attached heretoA), but in no event later than 11:00 a.m. (New York London time) on the London Banking Business Day immediately following each LIBOR Determination Date, the Calculation Agent will calculate the interest rate (the Interest Payment shall calculate LIBOR be rounded to the nearest cent, with half a cent being rounded upwards) for the next related Interest Accrual Period Payment Date, and will communicate such rates rate and amount to the Issuer, the Co-IssuerCompany, the Trustee, the Loan Obligation Manager, the each Paying Agent and, if any Note is in and the form of a Regulation S Global Security, to Euroclear and Clearstream, LuxembourgDepositary. The Calculation Agent shall will also specify to the Issuer and the Co-Issuer Company the quotations upon which LIBOR is basedthe foregoing rates and amounts are based and, and in any event event, the Calculation Agent shall notify the Issuer and the Co-Issuer Company before 5:00 p.m. (New York London time) on each LIBOR Determination Date if that either: (i) it has determined or is in the process of determining the foregoing rates and amounts or (ii) it has not determined and is not in the process of determining LIBOR the foregoing rates and the Interest Distribution Amounts for each Class of Notesamounts, together with the its reasons therefor. The Calculation Agent’s determination of the Class A Rate, Class B Rate foregoing rates and Class C Rate and amounts for any Interest Payment Date will (in the related Class A Interest Distribution Amount, Class B Interest Distribution Amount and Class C Interest Distribution Amount, respectively, by the Calculation Agent shall, absent absence of manifest error, ) be final and binding on upon all parties. For the sole purpose of calculating the interest rate for the Securities, “Business Day” shall be defined as any day on which dealings in deposits in Dollars are transacted in the London interbank market.

Calculation Agent. (a) The Issuer Property Trustee shall initially, and the Co-Issuer hereby agree that for so long as it holds any Notes remain Outstanding there shall at all times of the ICONs, be an agent appointed to calculate LIBOR in respect of each Interest Accrual Period in accordance with the terms of Schedule B attached hereto (the “Calculation Agent”). The Issuer and the Co-Issuer initially have appointed the Trustee as Calculation Agent for purposes of determining LIBOR for each Interest Accrual PeriodDistribution Date. The Calculation Agent may be removed by the Issuer Administrative Trustees at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Loan Obligation Manager, the Noteholders and the Rating Agencies. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer, or if the Calculation Agent fails to determine LIBOR or the Interest Distribution Amount for any Class of Notes for any Interest Accrual PeriodAdministrative Trustees, the Issuer shall Administrative Trustees will promptly appoint as a replacement Calculation Agent the London office of a leading bank which is engaged in transactions in three-month Eurodollar deposits in the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuer Administrative Trustees or its their Affiliates. The Calculation Agent may not resign its duties without a successor having been duly appointed. If no successor Calculation Agent shall have been appointed within 30 days after giving of a notice of resignation, the resigning Calculation Agent, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation Agent. (b) The Calculation Agent shall be required to agree that, as soon as practicable possible after 11:00 a.m. (London time) on each LIBOR Determination Date (as defined in Schedule B attached hereto)Date, but in no event later than 11:00 a.m. (New York London time) on the London Banking Business Day immediately following each LIBOR Determination Date, the Calculation Agent shall will calculate LIBOR the distribution rate (rounded to the nearest cent, with half a cent being rounded upwards) for the next Interest Accrual Period related Distribution Date, and will communicate such rates rate and amount to the IssuerDepositor, the Co-Issuer, the Trustee, the Loan Obligation Manager, the each Paying Agent and, if any Note is in and the form of a Regulation S Global Security, to Euroclear and Clearstream, LuxembourgDepositary. The Calculation Agent shall will also specify to the Issuer and the Co-Issuer Administrative Trustees the quotations upon which LIBOR is basedthe foregoing rates and amounts are based and, and in any event event, the Calculation Agent shall notify the Issuer and the Co-Issuer Administrative Trustees before 5:00 p.m. (New York London time) on each LIBOR Determination Date if it has not determined and is not of its determination of One-Month LIBOR for the next succeeding Distribution Period in the process of determining LIBOR accordance with Schedule A hereto and the Interest Distribution Amounts for each Class manner and calculation of Notesthe foregoing rates and amounts, together with the its reasons therefor. The Calculation Agent's determination of the Class A Rate, Class B Rate foregoing rates and Class C Rate and amounts for any Distribution Date will (in the related Class A Interest Distribution Amount, Class B Interest Distribution Amount and Class C Interest Distribution Amount, respectively, by the Calculation Agent shall, absent absence of manifest error, ) be final and binding on upon all parties. For the sole purpose of calculating the distribution rate for the Trust Securities for any Distribution Periods ending after November 15, 2036, "Business Day" shall be defined as any day on which dealings in deposits in Dollars are transacted in the London interbank market.

Calculation Agent. (a) The Issuer and the Co-Issuer hereby agree agrees that for so long as any Notes remain Floating Rate Debt remains Outstanding there shall will at all times be an agent appointed (which does not control or is not controlled or under common control with the Issuer or its Affiliates or the Collateral Manager or its Affiliates) to calculate LIBOR the Benchmark in respect of each Interest Accrual Period or portion thereof in accordance with the terms of Schedule B attached hereto hereof (the “Calculation Agent”). The Issuer and hereby appoints the Co-Issuer initially have appointed the Trustee Collateral Administrator as Calculation Agent for purposes of determining LIBOR for each Interest Accrual PeriodAgent. The Calculation Agent may be removed by the Issuer or the Collateral Manager, on behalf of the Issuer, at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Loan Obligation Manager, the Noteholders and the Rating Agencies. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer, or if the Calculation Agent fails to determine LIBOR Issuer or the Interest Distribution Amount for any Class Collateral Manager, on behalf of Notes for any Interest Accrual Periodthe Issuer, the Issuer shall or the Collateral Manager, on behalf of the Issuer, will promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuer or its AffiliatesAffiliates or the Collateral Manager or its Affiliates and provide notice thereof to the Collateral Trustee and the Collateral Administrator. The Calculation Agent may not resign its duties or be removed without a successor having been duly appointed. If no successor Calculation Agent shall have been appointed within 30 days after giving of a notice of resignation, the resigning Calculation Agent, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation Agent. (bi) The Calculation Agent shall be required to agree (and the Collateral Administrator as Calculation Agent does hereby agree) that, as soon as practicable possible after 11:00 5:00 a.m. (London time) Chicago time on each LIBOR Interest Determination Date (as defined in Schedule B attached hereto)Date, but in no event later than 11:00 a.m. (5:00 p.m. New York time) time on the London Banking U.S. Government Securities Business Day immediately following each LIBOR such Interest Determination Date, the Calculation Agent shall will calculate LIBOR for the next Interest Rate applicable to each Class of Floating Rate Debt during the related Interest Accrual Period and the Debt Interest Amount (in each case, rounded to the nearest cent, with half a cent being rounded upward) payable in respect of each Class of Floating Rate Debt on the related Payment Date in respect of the related Interest Accrual Period or portion thereof. At such time, the Calculation Agent will communicate such rates and amounts to the Issuer, the Co-Issuer, the Collateral Trustee, the Loan Obligation Agent, the Paying Agent, the Collateral Manager, the Paying Agent andCollateral Administrator, if any Note is in the form of a Regulation S Global SecurityDTC, to Euroclear and Clearstream, Luxembourg. The Calculation Agent shall also specify to the Issuer and the Co-Issuer the quotations upon which LIBOR is based, and in any event the Calculation Agent shall will notify the Issuer and the Co-Issuer before 5:00 p.m. (New York time) on the U.S. Government Securities Business Day immediately following each LIBOR Interest Determination Date if it has not determined and is not in the process of determining LIBOR and the any such Interest Distribution Amounts for each Class of Notes, Rate or Debt Interest Amount together with the its reasons therefor. The Calculation Agent’s determination of the Class A foregoing rates and amounts for any Interest Accrual Period will (in the absence of manifest error) be final and binding upon all parties. (ii) The Calculation Agent and the Collateral Trustee shall have no liability for any inability, failure or delay on its part to perform any of its duties set forth in this Indenture as a result of the unavailability of the Benchmark (or other applicable Interest Rate) and absence of a designated replacement Interest Rate, Class B including as a result of any inability, delay, error or inaccuracy on the part of any other transaction party, including without limitation the Collateral Manager, in providing any direction, instruction, notice or information required or contemplated by the terms of this Indenture and reasonably required for the performance of such duties. (iii) The Calculation Agent shall not be bound to follow any amendment or supplement to this Indenture that would (A) increase the duties, obligations or liabilities of or reduce or eliminate any right or privilege of the Calculation Agent, (B) expand the Calculation Agent’s discretion under this Indenture or the Transaction Documents (including with respect to, but not limited to, the Interest Rate and Class C Rate or any Fallback Rate), or (C) adversely affect the Calculation Agent, in each case without the prior written consent of the Calculation Agent. (iv) The Calculation Agent and the related Class A Interest Distribution AmountCollateral Trustee shall have no liability for any interest rate published by any publication that is the source for determining the interest rates of the Secured Debt, Class B Interest Distribution Amount and Class C Interest Distribution Amountincluding but not limited to CME Group Benchmark Administration Limited (or any successor source), respectively, for any rates compiled by the Loan Syndications and Trading Association or the Alternative Reference Rates Committee, 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. (c) Neither the Collateral Trustee, Paying Agent nor Calculation Agent shall be under any obligation (i) to monitor, determine or verify the unavailability or cessation of Term SOFR Rate (or other applicable Benchmark), or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of, any event giving rise to a Fallback Rate, (ii) to select, determine or designate any Fallback Rate (Base Rate Modifier or spread adjustment thereto), or other successor or replacement benchmark index, or determine whether any conditions to the designation of such a rate have been satisfied. Neither the Collateral Trustee, Paying Agent, nor Calculation Agent shall be liable for any inability, failure or delay on its part to perform any of its duties set forth in this Indenture or other Transaction Document as a result of the unavailability of Term SOFR Rate (or 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 Collateral Manager, in providing any direction, instruction, notice or information required or contemplated by the terms of this Indenture or other Transaction Document and reasonably required for the performance of such duties or (iii) to calculate any Benchmark or Fallback Rate to the extent it is incapable of implementing operationally. The Calculation Agent shall, absent manifest errorin respect of any Interest Determination Date, have no liability for the application of the Benchmark as determined on the previous Interest Determination Date if so required hereunder. If the Calculation Agent at any time or times determines in its reasonable judgment that guidance is needed to perform its duties, or if it is required to decide between alternative courses of action, the Calculation Agent may (but is not obligated to) reasonably request guidance in the form of written instructions (or, in its sole discretion, oral instruction followed by written confirmation) from the Collateral Manager, including without limitation in respect of facilitating or specifying administrative procedures with respect to the calculation of any Benchmark, on which the Calculation Agent shall be final and binding entitled to rely without liability. The Calculation Agent shall be entitled to refrain from action pending receipt of such instruction. In connection with each Floating Rate Obligation, neither the Collateral Trustee nor the Collateral Administrator shall have any responsibility or liability for (i) monitoring the status of the applicable Benchmark, (ii) determining whether a substitute index should or could be selected, (iii) determining the selection of any such substitute index or (iv) exercising any right related to the foregoing on all partiesbehalf of the Issuer or any other Person.

Calculation Agent. (a) The Issuer and the Co-Issuer Issuers hereby agree that for so long as any Notes remain Floating Rate Note remains Outstanding there shall will at all times be an agent appointed (which does not control or is not controlled or under common control with the Issuers or their Affiliates or the Collateral Manager or its Affiliates) to calculate LIBOR the Reference Rate in respect of each Interest Accrual Period in accordance with the terms definition of Schedule B attached hereto Reference Rate (the “Calculation Agent”). The Issuer and Issuers hereby appoint the Co-Issuer initially have appointed the Trustee Collateral Administrator as Calculation Agent for purposes of determining LIBOR for each Interest Accrual PeriodAgent. The Calculation Agent may be removed by the Issuer Issuers or the Collateral Manager, on behalf of the Issuers, at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Loan Obligation Manager, the Noteholders and the Rating Agencies. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer, or if the Calculation Agent fails to determine LIBOR Issuers or the Interest Distribution Amount for any Class Collateral Manager, on behalf of Notes for any Interest Accrual Periodthe Issuers, the Issuer shall Issuers or the Collateral Manager, on behalf of the Issuers, will promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuer or its AffiliatesAffiliates or the Collateral Manager or its Affiliates and provide notice thereof to the Trustee and the Collateral Administrator. The Calculation Agent may not resign its duties or be removed without a successor having been duly appointed. If no successor Calculation Agent shall have been appointed within 30 days after giving of a notice of resignation, the resigning Calculation Agent, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation Agent. (b) The Calculation Agent shall be required to agree (and the Collateral Administrator as Calculation Agent agrees under the Collateral Administration Agreement) that, as soon as practicable possible after 11:00 a.m. (London time) time on each LIBOR Interest Determination Date (as defined in Schedule B attached hereto)Date, but in no event later than 11:00 a.m. (New York time) time on the London Banking Day immediately following each LIBOR Interest Determination Date, the Calculation Agent shall will calculate LIBOR for the next Interest Rate applicable to each Class of Floating Rate Notes during the related Interest Accrual Period and the Note Interest Amount (in each case, rounded to the nearest cent, with half a cent being rounded upward) payable on the related Payment Date in respect of the related Interest Accrual Period. At such time, the Calculation Agent will communicate such rates and amounts to the Issuer, the Co-IssuerTrustee, each Paying Agent, the Trustee, the Loan Obligation Collateral Manager, the Paying Agent andDTC, if any Note is in the form of a Regulation S Global Security, to Euroclear and Clearstream, Luxembourg. The Calculation Agent shall will also specify to the Issuer and the Co-Issuer the quotations upon which LIBOR is based, and in any event the Calculation Agent shall notify the Issuer and the Co-Issuer before 5:00 p.m. (New York time) on each LIBOR every Interest Determination Date if it has not determined and is not in the process of determining LIBOR and the any such Interest Distribution Amounts for each Class of Notes, Rate or Note Interest Amount together with the its reasons therefor. The Calculation Agent’s determination of the Class A Rate, Class B Rate foregoing rates and Class C Rate and amounts for any Interest Accrual Period will (in the related Class A Interest Distribution Amount, Class B Interest Distribution Amount and Class C Interest Distribution Amount, respectively, by the Calculation Agent shall, absent absence of manifest error, ) be final and binding on upon all parties.

Calculation Agent. (a) The Issuer and the Co-Issuer Issuers hereby agree that that, for so long as any of the Notes remain Outstanding there shall (and the Commitment Period Termination Date has not occurred), the Co-Issuers will at all times cause there to be an agent appointed to calculate LIBOR in respect of each Interest Accrual Period in accordance with the terms of Schedule B attached hereto (the “Calculation Agent”), which agent shall be a financial institution, subject to supervision or examination by federal or state authority, having a rating of at least “BBB+” by Standard & Poor’s and “BBB+” by Fitch and having an office within the United States. The Issuer and the Co-Issuer Issuers have initially have appointed the Trustee as Calculation Agent for purposes of determining LIBOR for each Interest Accrual Period. The Calculation Agent may be removed by the Issuer Co-Issuers at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Loan Obligation Manager, the Noteholders and the Rating Agencies. If the Calculation Agent is unable or unwilling to act as such or such, is removed by the Issuer, Co-Issuers or if the Calculation Agent fails to determine LIBOR the Note Interest Rate for any Class of Notes or the Interest Distribution Amount for amount of interest payable in respect of any Class of Notes for any Interest Accrual Period, the Issuer shall Co-Issuers will promptly appoint as a replacement Calculation Agent a leading bank which that is engaged in transactions in U.S. Eurodollar deposits in the international Eurodollar market and which does not control or and is not controlled by or under common control with the Issuer, the Co-Issuer or its any of their respective Affiliates. The Calculation Agent may not resign its duties without a successor having been duly appointed. If no successor The determination of the Note Interest Rate for the Notes for each Interest Period by the Calculation Agent shall have been appointed within 30 days after giving (in the absence of a notice of resignation, the resigning Calculation Agent, a Majority of the Notes or any Holder of a Note, manifest error) be final and binding on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation Agentparties. (b) The Calculation Agent shall be required to agree thatshall, as soon as practicable possible after 11:00 a.m. (London time) on each LIBOR Determination Date (as defined in Schedule B attached hereto)Date, but in no event later than 11:00 a.m. (New York London time) on the London Banking Business Day immediately following each LIBOR Determination Date, calculate the Calculation Agent shall calculate Note Interest Rate for each Class of Notes (or, with respect to any LIBOR Determination Date relating to a Borrowing Date, the Note Interest Rate for the next portion of the Class A-1B Notes being drawn on such Borrowing Date) for the related Interest Accrual Period and the amount of interest for the related Interest Period payable in respect of each U.S.$1,000 in principal amount of each Class of Notes (in each case rounded to the nearest cent, with half a cent being rounded upward) on the related Distribution Date and will communicate such rates and amounts and the related Distribution Date to the Issuer, the Co-IssuerIssuers, the Trustee, each Paying Agent (other than the Loan Obligation ManagerPreferred Share Paying Agent), the Paying Agent andDepositary, if any Note is Euroclear, Clearstream, Luxembourg and (in the form case of a Regulation S Global Security, to Euroclear and Clearstream, Luxembourgany Class of Notes listed on the Irish Stock Exchange) the Irish Stock Exchange. The Calculation Agent shall will also specify to the Issuer and the Co-Issuer Issuers the quotations upon which LIBOR the Note Interest Rate for each Class of Notes is based, and in any event the Calculation Agent shall notify the Issuer and the Co-Issuer Issuers before 5:00 p.m. (New York London time) on each LIBOR Determination Date if that either: (i) it has determined or is in the process of determining the Note Interest Rate for each Class of Notes or (ii) it has not determined and is not in the process of determining LIBOR and such Note Interest Rates, together with its reasons therefor. The Calculation Agent also will cause the Note Interest Distribution Amounts Rate for each Interest Period for each Class of NotesNotes listed on the Irish Stock Exchange, together with the reasons therefor. The determination amount of interest payable in respect of each Class of Notes listed on the Irish Stock Exchange and each Distribution Date to be delivered to the Company Announcements Office of the Class A Rate, Class B Rate and Class C Rate and the related Class A Interest Distribution Amount, Class B Interest Distribution Amount and Class C Interest Distribution Amount, respectively, by Irish Stock Exchange as soon as possible after the Calculation Agent shall, absent manifest error, be final has determined such Note Interest Rates and binding on all partiesamounts.

Calculation Agent. (a) The Issuer and the Co-Issuer Company hereby agree agrees that for so long as any Notes of the Securities remain Outstanding Outstanding, there shall will at all times be an agent appointed to calculate LIBOR in respect of each Interest Accrual Period Payment Date in accordance with the terms of Schedule B attached hereto A (the “Calculation Agent”). The Issuer and the Co-Issuer initially have appointed the Trustee shall serve as initial Calculation Agent for purposes of determining LIBOR for each Interest Accrual PeriodPayment Date. The Calculation Agent may be removed by the Issuer Holders of a majority in principal amount outstanding of the Notes at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Loan Obligation Manager, the Noteholders and the Rating Agencies. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer, or if Holders of a majority in principal amount outstanding of the Calculation Agent fails to determine LIBOR or the Interest Distribution Amount for any Class of Notes for any Interest Accrual PeriodNotes, the Issuer shall Holders of a majority in principal amount outstanding of the Notes will promptly appoint as a replacement Calculation Agent the London office of a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuer Company or its Affiliates. The Calculation Agent may not resign its duties without a successor having been duly appointed. If no successor Calculation Agent shall have been appointed within 30 days after giving of a notice of resignation, the resigning Calculation Agent, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation Agent. (b) The Calculation Agent shall be required to agree that, as soon as practicable possible after 11:00 a.m. (London time) on each LIBOR Determination Date (as defined in Schedule B attached heretoA), but in no event later than 11:00 a.m. (New York London time) on the London Banking Business Day immediately following each LIBOR Determination Date, the Calculation Agent will calculate the interest rate (the Interest Payment shall calculate LIBOR be rounded to the nearest cent, with half a cent being rounded upwards) for the next related Interest Accrual Period Payment Date, and will communicate such rates rate and amount to the Issuer, the Co-IssuerCompany, the Trustee, the Loan Obligation Manager, the each Paying Agent and, if any Note is in and the form of a Regulation S Global Security, to Euroclear and Clearstream, LuxembourgDepositary. The Calculation Agent shall will also specify to the Issuer Company and the Co-Issuer the Holdersthe quotations upon which LIBOR is basedthe foregoing rates and amounts are based and, and in any event event, the Calculation Agent shall notify the Issuer and the Co-Issuer Company before 5:00 p.m. (New York London time) on each LIBOR Determination Date if that either: (i) it has determined or is in the process of determining the foregoing rates and amounts or (ii) it has not determined and is not in the process of determining LIBOR the foregoing rates and the Interest Distribution Amounts for each Class of Notesamounts, together with the its reasons therefor. The Calculation Agent’s determination of the Class A Rate, Class B Rate foregoing rates and Class C Rate and amounts for any Interest Payment Date will (in the related Class A Interest Distribution Amount, Class B Interest Distribution Amount and Class C Interest Distribution Amount, respectively, by the Calculation Agent shall, absent absence of manifest error, ) be final and binding on upon all parties. For the sole purpose of calculating the interest rate for the Securities, “Business Day” shall be defined as any day on which dealings in deposits in Dollars are transacted in the London interbank market.

Calculation Agent. (a) The Issuer and Commonwealth shall be the Co-Issuer hereby agree that for so long as any Notes remain Outstanding there shall at all times be an agent appointed to calculate LIBOR in respect of each Interest Accrual Period in accordance with the terms of Schedule B attached hereto (the “Calculation Agent”). The Issuer and the Co-Issuer initially have appointed the Trustee as initial Calculation Agent for purposes of determining LIBOR for each Interest Accrual Periodthe Bonds. The Commonwealth may, in consultation with the Purchaser, delegate the authority to determine the rate as provided herein to a successor Calculation Agent. Every successor Calculation Agent may be removed by the Issuer at any time. The Calculation Agent may resign at any time by giving written notice thereof appointed pursuant to the Issuerprovisions hereof shall be, if there be such an institution willing, qualified and able to accept the Co-Issuer, the Loan Obligation Manager, the Noteholders and the Rating Agencies. If duties of the Calculation Agent is unable upon customary terms, a bank or unwilling to act as trust company or any entity, within or without the Commonwealth, in good standing. Written notice of such or is removed appointment shall promptly be given by the IssuerCommonwealth to the Owners of the Bonds. Any successor Calculation Agent shall execute and deliver an instrument accepting such appointment and thereupon such successor, without any further act, deed or conveyance, shall become fully vested with all rights, powers, duties and obligations of its predecessor, with like effect as if originally named as Calculation Agent, but such predecessor shall nevertheless, on the written request of the Commonwealth, or if of the Calculation Agent fails successor, execute and deliver such instruments and do such other things as may reasonably be required to determine LIBOR or the Interest Distribution Amount for any Class more fully and certainly vest and confirm in such successor all rights, powers, duties and obligations of Notes for any Interest Accrual Period, the Issuer shall promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuer or its Affiliates. The Calculation Agent may not resign its duties without a successor having been duly appointedsuch predecessor. If no successor Calculation Agent shall have been appointed has accepted appointment in the manner provided above within 30 60 days after giving of a the Calculation Agent has given notice of resignationits resignation or is removed as provided above, the resigning Calculation Agent, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, Agent may petition a any court of competent jurisdiction for the appointment of a temporary successor Calculation Agent. (b) The ; provided that any Calculation Agent so appointed shall immediately and without further act be superseded by a Calculation Agent appointed by the Commonwealth as provided above. If the Calculation Agent is an entity other than the Commonwealth, any corporation or association into which the Calculation Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party, shall be required to agree thatand become the successor Calculation Agent hereunder, as soon as practicable after 11:00 a.m. (London time) on each LIBOR Determination Date (as defined in Schedule B attached hereto)without the execution or filing of any instrument or any further act, but in no event later than 11:00 a.m. (New York time) deed or conveyance on the London Banking Day immediately following each LIBOR Determination Datepart of any of the parties hereto, anything herein to the contrary notwithstanding. If the Calculation Agent is an entity other than the Commonwealth, the Calculation Agent shall calculate LIBOR for the next Interest Accrual Period and will communicate such rates may at any time resign by giving thirty (30) days’ notice to the IssuerCommonwealth. Such resignation shall not take effect until the appointment as provided herein of a successor Calculation Agent. If the Calculation Agent is an entity other than the Commonwealth, the Co-IssuerCalculation Agent may be removed at any time by an instrument in writing delivered to the Calculation Agent by the Commonwealth. In no event, however, shall any removal of the Trustee, the Loan Obligation Manager, the Paying Calculation Agent and, if any Note is in the form of take effect until a Regulation S Global Security, to Euroclear and Clearstream, Luxembourg. The successor Calculation Agent shall also specify have been appointed by the Commonwealth and such appointment accepted by such successor Calculation Agent or the Commonwealth shall have determined to act as the Calculation Agent, which determination shall be evidenced by written notice delivered to the Issuer and Owners of the Co-Issuer the quotations upon which LIBOR is based, and in any event Bonds. SPECIMEN In case the Calculation Agent shall notify the Issuer and the Co-Issuer before 5:00 p.m. (New York time) on each LIBOR Determination Date if it has not determined and is not resign or be removed, or be dissolved, or shall be in the process course of determining LIBOR and dissolution or liquidation, or otherwise become incapable of acting as Calculation Agent or in case it shall be taken under the Interest Distribution Amounts for each Class control of Notesany public officer or officers, together with the reasons therefor. The determination or of the Class A Ratea receiver appointed by a court, Class B Rate and Class C Rate and the related Class A Interest Distribution Amount, Class B Interest Distribution Amount and Class C Interest Distribution Amount, respectively, a successor may be appointed by the Calculation Agent shall, absent manifest error, be final and binding on all partiesCommonwealth as provided above.

Calculation Agent. (a) The Issuer and In the Co-Issuer hereby agree that for so long as case of any Notes remain Outstanding there shall at all times be an agent appointed to calculate LIBOR in respect Series of each Interest Accrual Period in accordance with the terms of Schedule B attached hereto (the “Calculation Agent”). The Issuer and the Co-Issuer initially have appointed the Trustee as Calculation Agent for purposes of determining LIBOR for each Interest Accrual Period. The Calculation Agent may be removed by the Issuer at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Loan Obligation Manager, the Noteholders and the Rating Agencies. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer, or if the Calculation Agent fails to determine LIBOR or the Interest Distribution Amount for any Class of Notes for any Interest Accrual Period, the Issuer shall promptly appoint as a replacement Calculation Agent a leading bank Covered Bonds which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuer or its Affiliates. The Calculation Agent may not resign its duties without a successor having been duly appointed. If no successor Calculation Agent shall have been appointed within 30 days after giving of a notice of resignation, the resigning Calculation Agent, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for requires the appointment of a successor Calculation Agent, the Issuing and Paying Agent shall act as Calculation Agent unless the relevant Dealer or, as the case may be, the Lead Manager and the Issuer agree to appoint that Dealer or Lead Manager, or a person nominated by the Dealer or Lead Manager (a Nominee), as Calculation Agent. (b) The Should a request be made to the Issuer for the appointment of that Dealer or Lead Manager as the Calculation Agent and the Issuer agrees to such request, the appointment shall be automatic upon the issue of the relevant Series of Covered Bonds and shall, except as agreed, be on the terms set out in the Calculation Agency Agreement set out in Schedule 1 to the Agency Agreement, and no further action shall be required to agree thateffect the appointment of the Dealer or Lead Manager as Calculation Agent in relation to that Series of Covered Bonds, as soon as practicable after 11:00 a.m. (London time) on each LIBOR Determination Date and the Schedule to the Calculation Agency Agreement shall be deemed to be duly annotated to include that Series. The name of the Dealer or Lead Manager so appointed will be entered in the applicable Final Terms Document or Pricing Supplement (as defined in Schedule B attached heretothe case may be), but in no event later than 11:00 a.m. . (New York timec) on Should a request be made to the London Banking Day immediately following each LIBOR Determination Date, Issuer for the appointment of a Nominee as the Calculation Agent and the Issuer agrees to such request, the Nominee shall calculate LIBOR for agree with the next Interest Accrual Period and will communicate such rates Issuer in writing to its appointment as Calculation Agent on the terms set out in the Calculation Agency Agreement set out in Schedule 1 to the IssuerAgency Agreement and no further action shall be required to effect the appointment of the Nominee as Calculation Agent in relation to that Series of Covered Bonds, and the Co-Issuer, Schedule to the Trustee, Calculation Agency Agreement shall be deemed to be duly annotated to include that Series. The name of the Loan Obligation Manager, the Paying Agent and, if any Note is Nominee so appointed will be entered in the form of a Regulation S Global Security, to Euroclear and Clearstream, Luxembourg. The Calculation Agent shall also specify to applicable Final Terms Document or Pricing Supplement (as the Issuer and the Co-Issuer the quotations upon which LIBOR is based, and in any event the Calculation Agent shall notify the Issuer and the Co-Issuer before 5:00 p.m. (New York time) on each LIBOR Determination Date if it has not determined and is not in the process of determining LIBOR and the Interest Distribution Amounts for each Class of Notes, together with the reasons therefor. The determination of the Class A Rate, Class B Rate and Class C Rate and the related Class A Interest Distribution Amount, Class B Interest Distribution Amount and Class C Interest Distribution Amount, respectively, by the Calculation Agent shall, absent manifest error, be final and binding on all partiescase may be).

Calculation Agent. (a) The Issuer hereby initially appoints Wilmington Trust, National Association to serve as Calculation Agent for the Notes and the Co-Wilmington Trust, National Association hereby accepts such appointment. The Issuer hereby agree that agrees that, for so long as any of the Notes remain Outstanding are outstanding, there shall will at all times be an agent appointed to calculate the Adjusted LIBOR Rate and the Applicable Rate in respect of each Interest Accrual Period when required by and in accordance with the terms of Schedule B attached hereto paragraph 1 of the Notes (the “Calculation Agent”). The Issuer and the Co-Issuer initially have appointed the Trustee as Calculation Agent for purposes of determining LIBOR for each Interest Accrual Period. The Calculation Agent may be removed by the Issuer at any time. The Calculation Agent may resign at any time by giving written notice thereof Agent’s sole responsibility shall be (i) to determine the Issuer, the Co-Issuer, the Loan Obligation Manager, the Noteholders Adjusted LIBOR Rate and the Rating AgenciesApplicable Rate when required by and in accordance with the terms of paragraph 1 of the Notes and (ii) to notify the Issuer and, upon written request, any Holder of the Notes, of the Adjusted LIBOR Rate and/or the Applicable Rate. If In acting as Calculation Agent hereunder, the Calculation Agent is unable shall be entitled to conclusively rely upon and enforce each and all of the rights, privileges, immunities, indemnities and benefits of the Trustee under Article 7. The resignation or unwilling to act as such or is removed by the Issuer, or if removal of the Calculation Agent fails to determine LIBOR or the Interest Distribution Amount for any Class of Notes for any Interest Accrual Period, the Issuer shall promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuer or its Affiliates. The Calculation Agent may not resign its duties be effective without a successor having been duly appointed. If no successor Calculation Agent shall have been appointed within 30 days after giving of a notice of resignation, the resigning Calculation Agent, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation Agent. (b) The Calculation Agent shall be required to agree that, as soon as practicable after 11:00 a.m. (London time) on each LIBOR Determination Date (as defined in Schedule B attached hereto), but in no event later than 11:00 a.m. (New York time) on the London Banking Day immediately following each LIBOR Determination Date, the Calculation Agent shall calculate LIBOR for the next Interest Accrual Period and will communicate such rates to the Issuer, the Co-Issuer, the Trustee, the Loan Obligation Manager, the Paying Agent and, if any Note is in the form of a Regulation S Global Security, to Euroclear and Clearstream, Luxembourg. The Calculation Agent shall also specify to the Issuer and the Co-Issuer the quotations upon which LIBOR is based, and in any event the Calculation Agent shall notify the Issuer and the Co-Issuer before 5:00 p.m. (New York time) on each LIBOR Determination Date if it has not determined and is not in the process of determining LIBOR and the Interest Distribution Amounts for each Class of Notes, together with the reasons therefor. The determination of the Class A Rate, Class B Applicable Rate and Class C and/or Adjusted LIBOR Rate and the related Class A Interest Distribution Amount, Class B Interest Distribution Amount and Class C Interest Distribution Amount, respectively, by the Calculation Agent shall, absent in the absence of manifest error, be final and binding on all parties. XXXXXX HEALTH HOLDINGS, LLC, as Issuer By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer & Treasurer XXXXXX HEALTH TOPCO, INC., as Holdings By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer & Treasurer XXXXXX LABORATORIES, LLC By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer & Treasurer XXXXXX HEALTH, LLC By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer & Treasurer STERIGENICS U.S., LLC By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer & Treasurer XXXXXX HEALTH SERVICES, LLC By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer & Treasurer WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee By: /s/ W. Xxxxxx Xxxxxx II Name: W. Xxxxxx Xxxxxx II Title: Vice President WILMINGTON TRUST, NATIONAL ASSOCIATION, as Second Lien Notes Collateral Agent By: /s/ W. Xxxxxx Xxxxxx II Name: W. Xxxxxx Xxxxxx II Title: Vice President WILMINGTON TRUST, NATIONAL ASSOCIATION, as Calculation Agent By: /s/ W. Xxxxxx Xxxxxx II Name: W. Xxxxxx Xxxxxx II Title: Vice President [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert Original Issue Discount Legend, if applicable pursuant to the provisions of the Indenture] No. [$______________] Xxxxxx Health Holdings, LLC promises to pay to __________, or registered assigns, the principal sum of ____________________ DOLLARS [(as such amount may be increased or decreased as set forth on the Schedule of Exchanges of Interest in Global Note attached hereto)] on December 13, 2027 (the “Final Maturity Date”). Interest Payment Dates: March 31, June 30, September 30 and December 31 commencing on March 31, 2020. Record Dates: March 15, June 15, September 15 and December 15 1 Rule 144A Note CUSIP: 83600W AA7 Rule 144A Note ISIN: US83600WAA71 Regulation S Note CUSIP: U83595 AA3 Regulation S Note ISIN: USU83595AA32 IAI Note CUSIP: 83600W AB5 IAI Note ISIN: US83600WAB54 IN WITNESS HEREOF, the Issuer has caused this instrument to be duly executed. Dated: XXXXXX HEALTH HOLDINGS, LLC By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee Dated: By: Authorized Signatory Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Calculation Agent. (a) The Issuer and the Co-Issuer hereby agree agrees that for so long as any Floating Rate Notes remain Outstanding there shall will at all times be an agent appointed (which does not control or is not controlled or under common control with the Issuer or its Affiliates or the Collateral Manager or its Affiliates) to calculate LIBOR the Benchmark in respect of each Interest Accrual Period in accordance with the terms definition of Schedule B attached hereto Benchmark (the “"Calculation Agent”"). The Issuer and hereby appoints the Co-Issuer initially have appointed the Trustee Collateral Administrator as Calculation Agent for purposes of determining LIBOR for each Interest Accrual PeriodAgent. The Calculation Agent may be removed by the Issuer or the Collateral Manager, on behalf of the Issuer, at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Loan Obligation Manager, the Noteholders and the Rating Agencies. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer, or if the Calculation Agent fails to determine LIBOR Issuer or the Interest Distribution Amount for any Class Collateral Manager, on behalf of Notes for any Interest Accrual Periodthe Issuer, the Issuer shall or the Collateral Manager, on behalf of the Issuer, will be required to appoint promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or and is not controlled by or under common control with the Issuer Issuer, the Collateral Manager or its Affiliatestheir respective Affiliates and provide notice thereof to the Trustee and the Collateral Administrator. The Calculation Agent may not resign its duties or be removed without a successor having been duly appointed. If no successor Calculation Agent shall have been appointed within 30 days after giving of a notice of resignation, the resigning Calculation Agent, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation Agent. (b) The Calculation Agent shall be required to agree (and the Collateral Administrator as Calculation Agent agrees under the Collateral Administration Agreement) that, as soon as practicable possible after 11:00 a.m. (London time) 5:00 p.m. New York time on each LIBOR Interest Determination Date (as defined in Schedule B attached hereto)Date, but in no event later than 11:00 a.m. (5:00 p.m. New York time) time on the London Banking U.S. Government Securities Business Day immediately following each LIBOR Interest Determination Date, the Calculation Agent shall will calculate LIBOR for the next Interest Rate applicable to each Class of Floating Rate Notes during the related Interest Accrual Period and the Note Interest Amount (in each case, rounded to the nearest cent, with half a cent being rounded upward) payable on the related Payment Date in respect of such Class of Floating Rate Notes in respect of the related Interest Accrual Period. At such time, the Calculation Agent will communicate such rates and amounts to the Issuer, the Co-IssuerTrustee, each Paying Agent, the Trustee, the Loan Obligation Collateral Manager, the Paying Agent andDTC, if any Note is in the form of a Regulation S Global Security, to Euroclear and Clearstream, Luxembourg. The Calculation Agent shall will also specify to the Issuer and the Co-Issuer the quotations upon which LIBOR is the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer and the Co-Issuer before 5:00 p.m. (New York time) on each LIBOR every Interest Determination Date if it has not determined and is not in the process of determining LIBOR and the any such Interest Distribution Amounts for each Class of Notes, Rate or Note Interest Amount together with the its reasons therefor. The Calculation Agent’s determination of the Class A Rate, Class B Rate foregoing rates and Class C Rate and amounts for any Interest Accrual Period will (in the related Class A Interest Distribution Amount, Class B Interest Distribution Amount and Class C Interest Distribution Amount, respectively, by the Calculation Agent shall, absent absence of manifest error, ) be final and binding on upon all parties.

Calculation Agent. (a) The Issuer and the Co-Issuer hereby agree agrees that for so long as any Secured Notes remain Outstanding there shall will at all times be an agent appointed (which does not control or is not controlled or under common control with the Issuer or its Affiliates or the Collateral Manager or its Affiliates) to calculate LIBOR in respect of each Interest Accrual Period (or, in the case of the first Interest Accrual Period commencing on the Closing Date) in accordance with the terms of Schedule B attached Exhibit C hereto (the “Calculation Agent”). The Issuer and hereby appoints the Co-Issuer initially have appointed the Trustee Collateral Administrator as Calculation Agent for purposes of determining LIBOR for each Interest Accrual PeriodAgent. The Calculation Agent may be removed by the Issuer or the Collateral Manager, on behalf of the Issuer, as described below in clause (b) of this Section 7.16, at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Loan Obligation Manager, the Noteholders and the Rating Agencies. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer or the Collateral Manager, on behalf of the Issuer, or if the Calculation Agent fails to determine LIBOR or the Interest Distribution Amount for any Class in respect of Notes for any Interest Accrual Period, the Issuer shall or the Collateral Manager, on behalf of the Issuer, will promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuer or its Affiliates or the Collateral Manager or its Affiliates. The Calculation Agent may not resign its duties or be removed without a successor having been duly appointed. If no successor Calculation Agent shall have been appointed within 30 days after giving of a notice of resignation, the resigning Calculation Agent, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation Agent. (b) The Calculation Agent shall be required to agree (and the Collateral Administrator as Calculation Agent does hereby agree) that, as soon as practicable possible after 11:00 a.m. (London time) time on each LIBOR Interest Determination Date (as defined in Schedule B attached hereto)Date, but in no event later than 11:00 a.m. (New York time) time on the London Banking Day immediately following each LIBOR Interest Determination Date, the Calculation Agent shall will calculate LIBOR for the next Interest Rate applicable to each Class of Secured Notes during the related Interest Accrual Period (or portion thereof) and the Note Interest Amount (in each case, rounded to the nearest cent, with half a cent being rounded upward) payable on the related Payment Date in respect of such Class of Secured Notes in respect of the related Interest Accrual Period. At such time, the Calculation Agent will communicate such rates and amounts to the Issuer, the Co-IssuerTrustee, each Paying Agent, the Trustee, the Loan Obligation Collateral Manager, the Paying Agent and, if any Note is in the form of a Regulation S Global Security, to Euroclear and Clearstream, Luxembourg. The Calculation Agent shall will also specify to the Issuer and the Co-Issuer the quotations upon which LIBOR is the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer and the Co-Issuer before 5:00 p.m. (New York time) on each LIBOR every Interest Determination Date if it has not determined and is not in the process of determining LIBOR and the any such Interest Distribution Amounts for each Class of Notes, Rate or Note Interest Amount together with the its reasons therefor. The Calculation Agent’s determination of the Class A Rate, Class B Rate foregoing rates and Class C Rate and amounts for any Interest Accrual Period will (or portion thereof) (in the related Class A Interest Distribution Amount, Class B Interest Distribution Amount and Class C Interest Distribution Amount, respectively, by the Calculation Agent shall, absent absence of manifest error, ) be final and binding on upon all parties.

Calculation Agent. (a) The Issuer and the Co-Issuer hereby agree agrees that for so long as any Secured Notes remain Outstanding there shall will at all times be an agent appointed (which does not control or is not controlled or under common control with the Issuer or its Affiliates or the Collateral Manager or its Affiliates) to calculate LIBOR in respect of each Interest Accrual Period in accordance with the terms of Schedule B attached Exhibit C hereto (the “Calculation Agent”). The Issuer and the Co-Issuer initially have appointed hereby appoints the Trustee as Calculation Agent for purposes of determining LIBOR for each Interest Accrual PeriodAgent. The Calculation Agent may be removed by the Issuer or the Collateral Manager, on behalf of the Issuer, at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Loan Obligation Manager, the Noteholders and the Rating Agencies. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer or the Collateral Manager, on behalf of the Issuer, or if the Calculation Agent fails to determine LIBOR or the Interest Distribution Amount for any Class in respect of Notes for any Interest Accrual Period, the Issuer shall or the Collateral Manager, on behalf of the Issuer, will promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuer or its Affiliates or the Collateral Manager or its Affiliates. The Calculation Agent may not resign its duties or be removed without a successor having been duly appointed. If no successor Calculation Agent shall have been appointed within 30 days after giving of a notice of resignation, the resigning Calculation Agent, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation Agent. (b) The Calculation Agent shall be required to agree (and the Trustee as Calculation Agent does hereby agree) that, as soon as practicable possible after 11:00 a.m. (London time) time on each LIBOR Interest Determination Date (as defined in Schedule B attached hereto)Date, but in no event later than 11:00 a.m. (New York time) time on the London Banking Day immediately following each LIBOR Interest Determination Date, the Calculation Agent shall will calculate LIBOR for the next Interest Rate applicable to the Secured Notes during the related Interest Accrual Period and the Note Interest Amount (in each case, rounded to the nearest cent, with half a cent being rounded upward) payable on the related Payment Date in respect of the Secured Notes in respect of the related Interest Accrual Period. At such time, the Calculation Agent will communicate such rates and amounts to the Issuer, the Co-IssuerTrustee, each Paying Agent, the Trustee, the Loan Obligation Collateral Manager, the Paying Agent and, if any Note is in the form of a Regulation S Global Security, to Euroclear and Clearstream, Luxembourg. The Calculation Agent shall will also specify to the Issuer and the Co-Issuer the quotations upon which LIBOR is the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer and the Co-Issuer before 5:00 p.m. (New York time) on each LIBOR every Interest Determination Date if it has not determined and is not in the process of determining LIBOR and the any such Interest Distribution Amounts for each Class of Notes, Rate or Note Interest Amount together with the its reasons therefor. The Calculation Agent’s determination of the Class A Rate, Class B Rate foregoing rates and Class C Rate and amounts for any Interest Accrual Period will (in the related Class A Interest Distribution Amount, Class B Interest Distribution Amount and Class C Interest Distribution Amount, respectively, by the Calculation Agent shall, absent absence of manifest error, ) be final and binding on upon all parties.

Calculation Agent. (a) The Issuer and Paying Agent is hereby appointed by the Co-Issuer hereby agree that for so long Authority (acting at the request of the Borrower) as any Notes remain Outstanding there shall at all times be an agent appointed to calculate LIBOR in respect of each Interest Accrual Period in accordance with the terms of Schedule B attached hereto (the “Calculation Agent”). The Issuer and the Co-Issuer initially have appointed the Trustee as Calculation Agent ” for purposes of determining LIBOR for each Interest Accrual Period. The this Indenture and accepts the duties and obligations of the Calculation Agent may be removed by hereunder. In acting hereunder and in connection with the Issuer at Bonds, the Calculation Agent shall act solely as an agent of the Authority, and will not thereby assume any time. obligations towards or relationship of agency or trust for or with any Bondholder. (b) The Calculation Agent may resign at any time by giving thirty (30) days’ notice to the Borrower and, if the Calculation Agent is not the Paying Agent, to the Paying Agent. No such resignation shall become effective until a successor Calculation Agent has been appointed and has accepted its duties and obligations hereunder. (c) The Borrower may remove the Calculation Agent at any time upon thirty (30) days’ written notice thereof to the IssuerCalculation Agent and, if the Co-IssuerCalculation Agent is not the Paying Agent, to the Loan Obligation Manager, the Noteholders Paying Agent. No such removal shall become effective until a successor Calculation Agent has been appointed and the Rating Agencies. has accepted its duties and obligations hereunder. (d) If the Calculation Agent is unable shall resign, be removed or unwilling to act as such or is removed by the Issuerbecome incapable of acting, or if a vacancy shall occur in the corporate trust office of the Calculation Agent for any cause, the Borrower shall promptly appoint a successor Calculation Agent, which may be the Paying Agent, and, if not the Paying Agent, shall be acceptable to the Paying Agent. Any successor Calculation Agent shall signify its acceptance of such appointment and its assumption of the duties and obligations imposed upon it by this Indenture by execution and delivery of an agreement satisfactory to the Authority and, if the Calculation Agent fails to determine LIBOR or the Interest Distribution Amount for any Class of Notes for any Interest Accrual Period, the Issuer shall promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuer or its Affiliates. The Calculation Agent may not resign its duties without a successor having been duly appointedPaying Agent, to the Paying Agent. If no successor Calculation Agent shall have been so appointed and accepted appointment within 30 forty-five (45) days after giving of such resignation, removal, incapability or the occurrence of a notice vacancy in the office of resignationTrustee in the manner herein provided, the resigning Calculation Agent, a Majority of the Notes Agent or any Holder may, at the expense of a Notethe Borrower, on behalf of himself and all others similarly situated, may petition a any court of competent jurisdiction for the appointment of a successor Calculation AgentAgent until a successor shall have been appointed as above provided. (be) The Calculation Agent shall not be required entitled to agree thatany compensation from the Authority, as soon as practicable after 11:00 a.m. (London time) on each LIBOR Determination Date (as defined in Schedule B attached hereto)the Remarketing Agent or the Trustee but, but in no event later than 11:00 a.m. (New York time) on rather, the London Banking Day immediately following each LIBOR Determination Date, compensation and expenses of the Calculation Agent shall calculate LIBOR for be paid by the next Interest Accrual Period and will communicate such rates to Borrower, as provided in the Issuer, agreement of the Co-Issuer, the Trustee, Calculation Agent accepting its appointment (or the Loan Obligation Manager, Agreement if the Paying Agent and, if any Note is in the form of a Regulation S Global Security, to Euroclear and Clearstream, Luxembourg. The Calculation Agent shall also specify to the Issuer and the Co-Issuer the quotations upon which LIBOR is based, and in any event the Calculation Agent shall notify the Issuer and the Co-Issuer before 5:00 p.m. (New York time) on each LIBOR Determination Date if it has not determined and is not in the process of determining LIBOR and the Interest Distribution Amounts for each Class of Notes, together with the reasons therefor. The determination of the Class A Rate, Class B Rate and Class C Rate and the related Class A Interest Distribution Amount, Class B Interest Distribution Amount and Class C Interest Distribution Amount, respectively, by the Calculation Agent shall, absent manifest error, be final and binding on all partiesAgent).

Calculation Agent. (a) The Issuer Property Trustee shall initially, and the Co-Issuer hereby agree that for so long as it holds any Notes remain Outstanding there shall at all times of the ICONs, be an agent appointed to calculate LIBOR in respect of each Interest Accrual Period in accordance with the terms of Schedule B attached hereto (the “Calculation Agent”). The Issuer and the Co-Issuer initially have appointed the Trustee as Calculation Agent for purposes of determining LIBOR for each Interest Accrual PeriodDistribution Date. The Calculation Agent may be removed by the Issuer Administrative Trustees at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Loan Obligation Manager, the Noteholders and the Rating Agencies. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer, or if the Calculation Agent fails to determine LIBOR or the Interest Distribution Amount for any Class of Notes for any Interest Accrual PeriodAdministrative Trustees, the Issuer shall Administrative Trustees will promptly appoint as a replacement Calculation Agent the London office of a leading bank which is engaged in transactions in three-month Eurodollar deposits in the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuer Administrative Trustees or its their Affiliates. The Calculation Agent may not resign its duties without a successor having been duly appointed. If no successor Calculation Agent shall have been appointed within 30 days after giving of a notice of resignation, the resigning Calculation Agent, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation Agent. (b) The Calculation Agent shall be required to agree that, as soon as practicable possible after 11:00 a.m. (London time) on each LIBOR Determination Date (as defined in Schedule B attached hereto)Date, but in no event later than 11:00 a.m. (New York London time) on the London Banking Business Day immediately following each LIBOR Determination Date, the Calculation Agent shall will calculate LIBOR the distribution rate (rounded to the nearest cent, with half a cent being rounded upwards) for the next Interest Accrual Period related Distribution Date, and will communicate such rates rate and amount to the IssuerDepositor, the Co-Issuer, the Trustee, the Loan Obligation Manager, the each Paying Agent and, if any Note is in and the form of a Regulation S Global Security, to Euroclear and Clearstream, LuxembourgDepositary. The Calculation Agent shall will also specify to the Issuer and the Co-Issuer Administrative Trustees the quotations upon which LIBOR is basedthe foregoing rates and amounts are based and, and in any event event, the Calculation Agent shall notify the Issuer and the Co-Issuer Administrative Trustees before 5:00 p.m. (New York London time) on each LIBOR Determination Date if that either: (i) it has determined or is in the process of determining the foregoing rates and amounts or (ii) it has not determined and is not in the process of determining LIBOR the foregoing rates and the Interest Distribution Amounts for each Class of Notesamounts, together with the its reasons therefor. The Calculation Agent's determination of the Class A Rate, Class B Rate foregoing rates and Class C Rate and amounts for any Distribution Date will (in the related Class A Interest Distribution Amount, Class B Interest Distribution Amount and Class C Interest Distribution Amount, respectively, by the Calculation Agent shall, absent absence of manifest error, ) be final and binding on upon all parties. For the sole purpose of calculating the distribution rate for the Trust Securities, "Business Day" shall be defined as any day on which dealings in deposits in Dollars are transacted in the London interbank market.

Calculation Agent. (a) The Issuer and the Co-Issuer hereby agree agrees that for so long as any Secured Notes remain Outstanding there shall will at all times be an agent appointed (which does not control or is not controlled or under common control with the Issuer or its Affiliates or the Collateral Manager or its Affiliates) to calculate LIBOR the Benchmark in respect of each Interest Accrual Period (or portion thereof) in accordance with the terms of Schedule B attached hereto hereof (the “Calculation Agent”). The Issuer and hereby appoints the Co-Issuer initially have appointed the Trustee Collateral Administrator as Calculation Agent for purposes of determining LIBOR for each Interest Accrual PeriodAgent. The Calculation Agent may be removed by the Issuer or the Collateral Manager, on behalf of the Issuer, at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Loan Obligation Manager, the Noteholders and the Rating Agencies. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer or the Collateral Manager, on behalf of the Issuer, or if the Calculation Agent fails to determine LIBOR or the Interest Distribution Amount for any Class in respect of Notes for any Interest Accrual Period, the Issuer shall or the Collateral Manager, on behalf of the Issuer, will promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuer or its Affiliates or the Collateral Manager or its Affiliates. The Calculation Agent may not resign its duties or be removed without a successor having been duly appointed. If no successor Calculation Agent shall have been appointed within 30 days after giving of a notice of resignation, the resigning Calculation Agent, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation Agent. (b) The Calculation Agent shall be required to agree (and the Collateral Administrator as Calculation Agent does hereby agree) that, as soon as practicable after 11:00 5:00 a.m. (London time) Chicago time on each LIBOR Interest Determination Date (as defined in Schedule B attached hereto)Date, but in no event later than 11:00 a.m. (New York time) time on the London Banking U.S. Government Securities Business Day immediately following each LIBOR Interest Determination Date, the Calculation Agent shall will calculate LIBOR for the next Interest Rate applicable to each Class of Secured Notes during the related Interest Accrual Period (or portion thereof) and the Note Interest Amount (in each case, rounded to the nearest cent, with half a cent being rounded upward) payable on the related Payment Date in respect of such Class of Secured Notes in respect of the related Interest Accrual Period. At such time, the Calculation Agent will communicate such rates and amounts to the Issuer, the Co-IssuerTrustee, each Paying Agent, the Trustee, the Loan Obligation Collateral Manager, the Paying Agent and, if any Note is in the form of a Regulation S Global Security, to Euroclear and Clearstream, Luxembourg. The Calculation Agent shall will also specify to the Issuer and the Co-Issuer the quotations upon which LIBOR is the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer and the Co-Issuer before 5:00 p.m. (New York time) on each LIBOR every Interest Determination Date if it has not determined and is not in the process of determining LIBOR and the any such Interest Distribution Amounts for each Class of Notes, Rate or Note Interest Amount together with the its reasons therefor. The Calculation Agent’s determination of the Class A Rate, Class B Rate foregoing rates and Class C Rate and amounts for any Interest Accrual Period (or portion thereof) will (in the related Class A Interest Distribution Amount, Class B Interest Distribution Amount and Class C Interest Distribution Amount, respectively, by the Calculation Agent shall, absent absence of manifest error, ) be final and binding on upon all parties.

Calculation Agent. (a) The Issuer and the Co-Issuer Issuers hereby agree that for so long as any Class of Notes remain remains Outstanding there shall will at all times be an agent appointed to calculate LIBOR in respect of each Interest Accrual Period in accordance with the terms of Schedule B attached II hereto (the “Calculation Agent”). The Issuer and the Co-Issuer Issuers have initially have appointed the Trustee as Calculation Agent for purposes of determining LIBOR for each Interest Accrual Period. The Calculation Agent may be removed by the Issuer Co-Issuers at the direction of the Collateral Manager or the holders of a Majority of the Preferred Shares at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Loan Obligation Manager, the Noteholders and the Rating Agencies. If the Calculation Agent is unable or unwilling to act as such or is removed by the IssuerCo-Issuers, or if the Calculation Agent fails to determine LIBOR or the Interest Distribution Amount for any Class as described in subsection (b), in respect of Notes for any Interest Accrual Period, the Issuer shall Collateral Manager or the Co-Issuers will promptly appoint as a replacement Calculation Agent a leading bank or financial institution which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or is not controlled by or under common control with either of the Issuer Co-Issuers or its their respective Affiliates. The No resignation or removal of the Calculation Agent may not resign its duties shall be effective without a successor having been duly appointed. If no successor Calculation Agent shall have been appointed within 30 days after giving of a notice of resignation, the resigning Calculation Agent, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation Agent. (b) The Calculation Agent shall be required to agree that, as soon as practicable possible after 11:00 a.m. (London New York time) on each LIBOR Determination Date (as defined in Schedule B attached II hereto), but in no event later than 11:00 a.m. (New York time) on the London Banking Business Day immediately following each LIBOR Determination Date, the Calculation Agent shall will calculate LIBOR the Class A-1 Note Interest Rate, the Class A-2 Note Interest Rate, the Class B Note Interest Rate, the Class C Note Interest Rate, the Class D Note Interest Rate, the Class E Note Interest Rate, the Class F Note Interest Rate, the Class G Note Interest Rate and the Class H Note Interest Rate for the next Interest Accrual Period and the amount of interest for such Interest Accrual Period payable in respect of each $1,000 principal amount of Class A-1 Notes (the “Class A-1 Note Interest Amount”), Class A-2 Notes (the “Class A-2 Note Interest Amount”), Class B Notes (the “Class B Note Interest Amount”), Class C Notes (the “Class C Note Interest Amount”), Class D Notes (the “Class D Note Interest Amount”), Class E Notes (the “Class E Note Interest Amount”), Class F Notes (the “Class F Note Interest Amount”), Class G Notes (the “Class G Note Interest Amount”) and Class H Notes (the “Class H Note Interest Amount”) (each rounded to the nearest cent, with half a cent being rounded upwards) on the related Payment Date, and will communicate such rates and amounts to the Issuer, the Co-IssuerIssuers, the Trustee, the Loan Obligation Collateral Manager, the DTC, Euroclear, Clearstream and each Paying Agent and, if any Note is in the form of a Regulation S Global Security, to Euroclear and Clearstream, LuxembourgAgent. The Calculation Agent shall will also specify to the Issuer Co-Issuers and the Co-Issuer Collateral Manager the quotations upon which LIBOR is the Class A-1 Note Interest Rate, the Class A-2 Note Interest Rate, the Class B Note Interest Rate, the Class C Note Interest Rate, the Class D Note Interest Rate, the Class E Note Interest Rate, the Class F Note Interest Rate, the Class G Note Interest Rate and the Class H Note Interest Rate are based, and in any event the Calculation Agent shall notify the Issuer Co-Issuers and the Co-Issuer Collateral Manager before 5:00 p.m. (New York time) on each applicable LIBOR Determination Date if it has not determined and is not in the process of determining LIBOR the Class A-1 Note Interest Rate, the Class A-2 Note Interest Rate, the Class B Note Interest Rate, the Class C Note Interest Rate, the Class D Note Interest Rate, the Class E Note Interest Rate, the Class F Note Interest Rate, the Class G Note Interest Rate and the Class H Note Interest Distribution Amounts for each Rate and the Class of NotesA-1 Note Interest Amount, the Class A-2 Note Interest Amount, the Class B Note Interest Amount, the Class C Note Interest Amount, the Class D Note Interest Amount, the Class E Note Interest Amount, the Class F Note Interest Amount, the Class G Note Interest Amount and the Class H Note Interest Amount, together with the its reasons therefor. The determination of the Class A Rate, Class B Rate and Class C Rate and the related Class A Interest Distribution Amount, Class B Interest Distribution Amount and Class C Interest Distribution Amount, respectively, by the Calculation Agent shall, absent manifest error, be final and binding on all parties.

Calculation Agent. (a) The Issuer and the Co-Issuer Issuers hereby agree that that, for so long as any of the Notes remain Outstanding there shall (and the Commitment Period Termination Date has not occurred), the Co-Issuers will at all times cause there to be an agent appointed to calculate LIBOR in respect of each Interest Accrual Period in accordance with the terms of Schedule B attached hereto (the “Calculation Agent”), which agent shall be a financial institution, subject to supervision or examination by federal or state authority, having a rating of at least “BBB+” by Standard & Poor’s and “BBB+” by Fitch and having an office within the United States. The Issuer and the Co-Issuer Issuers have initially have appointed the Trustee as Calculation Agent for purposes of determining LIBOR for each Interest Accrual Period. The Calculation Agent may be removed by the Issuer Co-Issuers at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Loan Obligation Manager, the Noteholders and the Rating Agencies. If the Calculation Agent is unable or unwilling to act as such or such, is removed by the Issuer, Co-Issuers or if the Calculation Agent fails to determine LIBOR the Note Interest Rate for any Class of Notes or the Interest Distribution Amount for amount of interest payable in respect of any Class of Notes for any Interest Accrual Period, the Issuer shall Co-Issuers will promptly appoint as a replacement Calculation Agent a leading bank which that is engaged in transactions in U.S. Eurodollar deposits in the international Eurodollar market and which does not control or and is not controlled by or under common control with the Issuer, the Co-Issuer or its any of their respective Affiliates. The Calculation Agent may not resign its duties without a successor having been duly appointed. If no successor The determination of the Note Interest Rate for the Notes for each Interest Period by the Calculation Agent shall have been appointed within 30 days after giving (in the absence of a notice of resignation, the resigning Calculation Agent, a Majority of the Notes or any Holder of a Note, manifest error) be final and binding on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation Agentparties. (b) The Calculation Agent shall be required to agree thatshall, as soon as practicable possible after 11:00 a.m. (London time) on each LIBOR Determination Date (as defined in Schedule B attached hereto)Date, but in no event later than 11:00 a.m. (New York London time) on the London Banking Business Day immediately following each LIBOR Determination Date, calculate the Calculation Agent shall calculate Note Interest Rate for each Class of Notes (or, with respect to any LIBOR Determination Date relating to a Borrowing Date, the Note Interest Rate for the next portion of the Class A-1 Notes being drawn on such Borrowing Date) for the related Interest Accrual Period and the amount of interest for the related Interest Period payable in respect of each U.S.$1,000 in principal amount of each Class of Notes (in each case rounded to the nearest cent, with half a cent being rounded upward) on the related Distribution Date and will communicate such rates and amounts and the related Distribution Date to the Issuer, the Co-IssuerIssuers, the Trustee, each Paying Agent (other than the Loan Obligation ManagerPreferred Share Paying Agent), the Paying Agent andDepositary, if any Note is Euroclear, Clearstream, Luxembourg and (in the form case of a Regulation S Global Security, to Euroclear and Clearstream, Luxembourgany Class of Notes listed on the Irish Stock Exchange) the Irish Stock Exchange. The Calculation Agent shall will also specify to the Issuer and the Co-Issuer Issuers the quotations upon which LIBOR the Note Interest Rate for each Class of Notes is based, and in any event the Calculation Agent shall notify the Issuer and the Co-Issuer Issuers before 5:00 p.m. (New York time) on each LIBOR Determination Date if it has not determined and is not in the process of determining LIBOR and the Interest Distribution Amounts for each Class of Notes, together with the reasons therefor. The determination of the Class A Rate, Class B Rate and Class C Rate and the related Class A Interest Distribution Amount, Class B Interest Distribution Amount and Class C Interest Distribution Amount, respectively, by the Calculation Agent shall, absent manifest error, be final and binding on all parties.5:00

Calculation Agent. (a) The Issuer and the Co-Issuer hereby agree that for so long as any Notes remain Outstanding there shall at all times be an agent appointed to calculate LIBOR in respect of each Interest Accrual Period in accordance with the terms of Schedule B attached hereto (the “Calculation Agent”). The Issuer and the Co-Issuer initially have appointed the Trustee as Calculation Agent for purposes of determining LIBOR for each Interest Accrual Period. The Calculation Agent may be removed by the Issuer at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Loan Obligation Collateral Manager, the Noteholders and the Rating AgenciesAgency. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer, or if the Calculation Agent fails to determine LIBOR or the Interest Distribution Amount for any Class Issuer in respect of Notes for any Interest Accrual Period, the Issuer and the Co- Issuer shall promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuer or its Affiliates. The Calculation Agent may not resign its duties without a successor having been duly appointed. If no successor Calculation Agent shall have been appointed within 30 days after giving of a notice of resignation, the resigning Calculation Agent, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation Agent. (b) The Calculation Agent shall be required to agree that, as soon as practicable after 11:00 a.m. (London time) on each LIBOR Determination Date (as defined in Schedule B attached hereto), but in no event later than 11:00 a.m. (New York time) on the London Banking Day immediately following each LIBOR Determination Date, the Calculation Agent shall calculate LIBOR for the next Interest Accrual Period and will communicate include such rates to the Issuer, the Co-Issuer, the Trustee, the Loan Obligation Manager, the Paying Agent and, if any Note is in the form of a Regulation S Global Security, to Euroclear and Clearstream, Luxembourgcalculation on its Monthly Report next following such LIBOR Determination Date. The Calculation Agent shall also specify to the Issuer and the Co-Issuer the quotations upon which LIBOR is based, and in any event the Calculation Agent shall notify the Issuer and the Co-Issuer before 5:00 p.m. (New York time) on each LIBOR Determination Date if it has not determined and is not in the process of determining LIBOR and the Interest Distribution Amounts for each Class of Notes, together with the reasons therefor. The determination of the Class A Rate, Class B Rate and Class C B Rate and the related Class A Interest Distribution Amount, Class B Interest Distribution Amount and Class C B Interest Distribution Amount, respectively, by the Calculation Agent shall, absent manifest error, be final and binding on all parties.

Calculation Agent. (a) The Issuer and the Co-Issuer hereby agree that for so long as any Notes remain Outstanding there shall at all times be an agent appointed to calculate LIBOR in respect of each Interest Accrual Period in accordance with the terms of Schedule B attached F hereto (the “Calculation Agent”). The Issuer and the Co-Issuer have initially have appointed the Trustee as Calculation Agent for purposes of determining LIBOR for each Interest Accrual Period. The Calculation Agent may be removed by the Issuer and the Co-Issuer at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Loan Obligation Collateral Manager, each Hedge Counterparty, the Noteholders and the each Rating AgenciesAgency. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer, or if Issuer and the Calculation Agent fails to determine LIBOR or the Interest Distribution Amount for any Class Co-Issuer in respect of Notes for any Interest Accrual Period, the Issuer shall and the Co-Issuer shall, with the prior written consent of each Hedge Counterparty, promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuer or its Affiliatesthe Co-Issuer. The Calculation Agent may not resign its duties without a successor having been duly appointed, and shall promptly inform the Hedge Counterparty of any such appointment. If no successor Calculation Agent shall have been appointed within 30 thirty (30) days after giving of a notice of resignation, the resigning Calculation Agent, each Hedge Counterparty, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation Agent. (b) The Calculation Agent shall be required to agree that, as soon as practicable after 11:00 a.m. (London time) on each LIBOR Determination Date (as defined in Schedule B attached F hereto), but in no event later than 11:00 a.m. (New York time) on the London Banking Day immediately following each LIBOR Determination Date, the Calculation Agent shall calculate (x) LIBOR for the next Interest Accrual Period and (y) the amount of interest for such Interest Accrual Period payable in respect of each U.S. $1,000 principal amount of each Class of Notes (rounded to the nearest cent, with half a cent being rounded upward) on the related Payment Date, and will communicate such rates and amounts to the Issuer, the Co-Issuer, the Trustee, the Loan Obligation Collateral Manager, the Paying Agent Agent, each Hedge Counterparty and, if any Floating Rate Note is in the form of a Regulation S Global Security, to Euroclear and Clearstream, Luxembourg. The Calculation Agent shall also specify to the Issuer and the Co-Issuer the quotations upon which LIBOR is based, and in any event the Calculation Agent shall notify the Issuer and the Co-Issuer before 5:00 p.m. (New York time) on each LIBOR Determination Date if it has not determined and is not in the process of determining LIBOR and the Interest Distribution Amounts for each Class of Notes, together with the reasons therefor. The determination of the Class A A-1 Rate, Class A-2 Rate, Class B Rate, Class C Rate, Class D Rate, Class E Rate, Class F Rate, Class G Rate, Class H Rate, Class J Rate and Class C K Rate and the related Class A A-1 Interest Distribution Amount, Class A-2 Interest Distribution Amount, Class B Interest Distribution Amount, Class C Interest Distribution Amount, Class D Interest Distribution Amount, Class E Interest Distribution Amount, Class F Interest Distribution Amount, Class G Interest Distribution Amount, Class H Interest Distribution Amount, Class J Interest Distribution Amount and Class C K Interest Distribution Amount, respectively, by the Calculation Agent shall, absent manifest error, be final and binding on all parties.

Calculation Agent. (a) The Issuer and the Co-Issuer hereby agree that for so long as any Notes remain Outstanding there shall at all times be an agent appointed to calculate LIBOR in respect of each Interest Accrual Period in accordance with the terms of Schedule B attached F hereto (the “Calculation Agent”). The Issuer and the Co-Issuer have initially have appointed the Trustee as Calculation Agent for purposes of determining LIBOR for each Interest Accrual Period. The Calculation Agent may be removed by the Issuer and the Co-Issuer at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Loan Obligation Collateral Manager, the Upfront Swap Counterparty, each Hedge Counterparty, each Synthetic Asset Counterparty, the Noteholders and the each Rating AgenciesAgency. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer, or if Issuer and the Calculation Agent fails to determine LIBOR or the Interest Distribution Amount for any Class Co-Issuer in respect of Notes for any Interest Accrual Period, the Issuer shall and the Co-Issuer shall, with the prior written consent of each Hedge Counterparty and each Synthetic Asset Counterparty, promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuer or its Affiliatesthe Co-Issuer. The Calculation Agent may not resign its duties without a successor having been duly appointed, and shall promptly inform the Hedge Counterparty and each Synthetic Asset Counterparty of any such appointment. If no successor Calculation Agent shall have been appointed within 30 days after giving of a notice of resignation, the resigning Calculation Agent, the Upfront Swap Counterparty, each Hedge Counterparty, each Synthetic Asset Counterparty, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation Agent. (b) The Calculation Agent shall be required to agree that, as soon as practicable after 11:00 a.m. (London time) on each LIBOR Determination Date (as defined in Schedule B attached F hereto), but in no event later than 11:00 a.m. (New York time) on the London Banking Day immediately following each LIBOR Determination Date, the Calculation Agent shall calculate (x) LIBOR for the next Interest Accrual Period and (y) the amount of interest for such Interest Accrual Period payable in respect of each U.S.$1,000 principal amount of each Class of Notes (rounded to the nearest cent, with half a cent being rounded upward) on the related Payment Date, and will communicate such rates and amounts to the Issuer, the Co-Issuer, the Trustee, the Loan Obligation Collateral Manager, the Paying Agent Agent, each Hedge Counterparty, each Synthetic Asset Counterparty, the Cayman Islands Stock Exchange (as long as any of the Notes are listed thereon) and, if any Floating Rate Note is in the form of a Regulation S Global SecurityNote, to Euroclear and Clearstream, Luxembourg. If the Notes are listed on the Cayman Islands Stock Exchange and the rules of such Exchange so require, the Issuer shall cause such information to be published in the Cayman Islands Stock Exchange Daily Official List. The Calculation Agent also shall also specify to the Issuer and the Co-Issuer the quotations upon which LIBOR is based, and in any event the Calculation Agent shall notify the Issuer and the Co-Issuer before 5:00 p.m. (New York time) on each LIBOR Determination Date if it has not determined and is not in the process of determining LIBOR and the Interest Distribution Amounts for each Class of Notes, together with the reasons therefor. The determination of the Class A A-1 Rate, the Class A-1R Rate, the Class A-2 Rate, the Class A-2R Rate, the Class B Rate, the Class C Rate, the Class D Rate, the Class E Rate, the Class F Rate, the Class G Rate, the Class H Rate, the Class J Rate, the Class K Rate and the Class C Rate L Rate, and the related Class A A-1 Interest Distribution Amount, the Class A-1R Interest Distribution Amount, the Class A-2 Interest Distribution Amount, the Class A-2R Interest Distribution Amount, the Class B Interest Distribution Amount, the Class C Interest Distribution Amount, the Class D Interest Distribution Amount, the Class E Interest Distribution Amount, the Class F Interest Distribution Amount, the Class G Interest Distribution Amount, the Class H Interest Distribution Amount, the Class J Interest Distribution Amount, the Class K Interest Distribution Amount and the Class C L Interest Distribution Amount, respectively, by the Calculation Agent shall, absent manifest error, be final and binding on all parties.

Calculation Agent. (a) The Issuer and the Co-Issuer hereby agree agrees that for so long as any Notes remain Floating Rate Note remains Outstanding there shall will at all times be an agent appointed (which does not control or is not controlled or under common control with the Issuer or its Affiliates or the Collateral Manager or its Affiliates) to calculate LIBOR the Benchmark in respect of each Interest Accrual Period in accordance with the terms definition of Schedule B attached hereto Benchmark (the “Calculation Agent”). The Issuer and hereby appoints the Co-Issuer initially have appointed the Trustee Collateral Administrator as Calculation Agent for purposes of determining LIBOR for each Interest Accrual PeriodAgent. The Calculation Agent may be removed by the Issuer or the Collateral Manager, on behalf of the Issuer, at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Loan Obligation Manager, the Noteholders and the Rating Agencies. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer, or if the Calculation Agent fails to determine LIBOR Issuer or the Interest Distribution Amount for any Class Collateral Manager, on behalf of Notes for any Interest Accrual Periodthe Issuer, the Issuer shall or the Collateral Manager, on behalf of the Issuer, will promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuer or its AffiliatesAffiliates or the Collateral Manager or its Affiliates and provide notice thereof to the Trustee and the Collateral Administrator. The Calculation Agent may not resign its duties or be removed without a successor having been duly appointed. If no successor Calculation Agent shall have been appointed within 30 days after giving of a notice of resignation, the resigning Calculation Agent, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation Agent. (b) The Calculation Agent shall be required to agree (and the Collateral Administrator as Calculation Agent agrees under the Collateral Administration Agreement) that, as soon as practicable after 11:00 a.m. (London time) possible on each LIBOR Interest Determination Date (as defined in Schedule B attached hereto)Date, but in no event later than 11:00 a.m. (New York time) time on the London Banking U.S. Government Securities Business Day immediately following each LIBOR Interest Determination Date, the Calculation Agent shall will calculate LIBOR for the next Interest Rate applicable to each Class of Floating Rate Secured Notes during the related Interest Accrual Period and the Note Interest Amount (in each case, rounded to the nearest cent, with half a cent being rounded upward) payable on the related Payment Date in respect of the related Interest Accrual Period. At such time, the Calculation Agent will communicate such rates and amounts to the Issuer, the Co-IssuerTrustee, each Paying Agent, the Trustee, the Loan Obligation Collateral Manager, DTC, Euroclear, Clearstream and Euronext Dublin (for so long as any Notes are listed on Euronext Dublin and the Paying Agent and, if any Note is in the form guidelines of a Regulation S Global Security, to Euroclear and Clearstream, Luxembourgsuch exchange so require). The Calculation Agent shall will also specify to the Issuer and the Co-Issuer the quotations upon which LIBOR is based, and in any event the Calculation Agent shall notify the Issuer and the Co-Issuer before 5:00 p.m. (New York time) on each LIBOR every Interest Determination Date if it has not determined and is not in the process of determining LIBOR and the any such Interest Distribution Amounts for each Class of Notes, Rate or Note Interest Amount together with the its reasons therefor. The Calculation Agent’s determination of the Class A Rate, Class B Rate foregoing rates and Class C Rate and amounts for any Interest Accrual Period will (in the related Class A Interest Distribution Amount, Class B Interest Distribution Amount and Class C Interest Distribution Amount, respectively, by the Calculation Agent shall, absent absence of manifest error, ) be final and binding on upon all parties.

Calculation Agent. (a) 9.1 The Issuer hereby appoints AEGON N.V. as Calculation Agent to act in such capacity as its agent in relation to the calculation of amounts in relation to the Securities. 9.2 The Calculation Agent accepts its appointment as agent of the Issuer pursuant to Clause 9.1 and shall in relation to the Co-Securities perform all the functions and duties imposed on the Calculation Agent by the Securities Terms and Conditions. 9.3 In acting hereunder and in connection with the Securities, the Calculation Agent shall not act as agent of the Issuer hereby agree that and shall not thereby assume any obligations towards or relationship of agency or trust for so long as or with any Notes remain Outstanding there of the owners or holders of the Securities. 9.4 The Calculation Agent shall at all times be an agent appointed to calculate LIBOR protected and shall incur no liability for or in respect of each Interest Accrual Period any action taken, omitted or suffered in accordance with reliance upon any instruction, request or order from the terms Issuer or any notice, resolution, direction, consent, certificate, affidavit, statement, cable, telex or other paper or document which it reasonably believes to be genuine and to have been delivered, signed or sent by the proper party or parties or upon written instructions from the Issuer, except in the case of Schedule B attached hereto (the “Calculation Agent”’s gross negligence (grove nalatigheid) or wilful misconduct (opzet). The Issuer and the Co-Issuer initially have appointed the Trustee as Calculation Agent for purposes of determining LIBOR for each Interest Accrual Period. The Calculation Agent may be removed by the Issuer at any time. . 9.5 The Calculation Agent may resign at any time by giving written its appointment as Calculation Agent in respect of the Securities upon not less than thirty (30) days’ notice thereof in writing to the Issuer, provided always that so long as any of the Co-IssuerSecurities are outstanding, no such resignation shall take effect until a replacement calculation agent in respect of the Securities shall have been appointed. For as long as (i) the State or the Subscriber is a Holder of Securities or (ii) any amounts payable by the Subscriber to the State under the Loan Obligation Managerare outstanding, any replacement calculation agent shall only be appointed in accordance with this Clause 9.5, subject to prior consultation with the Noteholders and State. 9.6 The Holders representing not less than 75% of the Rating Agencies. If nominal value of the Securities outstanding may, by giving not less than thirty (30) days’ notice, dismiss the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer, or if the Calculation Agent fails fails, or threatens to determine LIBOR or fail, to comply with its obligations hereunder in its capacity of calculation agent in respect of the Interest Distribution Amount for any Class Securities and such failure is not remedied by the Calculation Agent within thirty (30) days after the earlier of Notes for any Interest Accrual Period, (i) written notice of failure is given by such Holders to the Calculation Agent and (ii) the Issuer becoming aware of such failure; provided always that so long as any of the Securities are outstanding, no such dismissal shall promptly appoint as take effect until a replacement Calculation Agent a leading bank which is engaged calculation agent in transactions in Eurodollar deposits in respect of the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuer or its Affiliates. The Calculation Agent may not resign its duties without a successor having been duly appointed. If no successor Calculation Agent Securities shall have been appointed. Until a replacement calculation agent is appointed within 30 days after giving of a notice of resignation, the resigning Calculation Agent, a Majority due to failure of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation Agent. (b) The Calculation Agent shall be required to agree that, as soon as practicable after 11:00 a.m. (London time) on each LIBOR Determination Date (as defined provided in Schedule B attached hereto), but in no event later than 11:00 a.m. (New York time) on the London Banking Day immediately following each LIBOR Determination Datethis Clause 9.6, the Calculation Agent shall calculate LIBOR for comply with any instructions given by the next Interest Accrual Period Holders with respect to the fulfilment of the Calculation Agent’s obligations under this Agreement. 9.7 If the Calculation Agent gives notice of its resignation in accordance with Clause 9.5 or the Calculation Agent is dismissed in accordance with Clause 9.6 and will communicate by the tenth day before the expiry of such rates notice given in accordance with Clause 9.5 or upon the effective date of dismissal in accordance with Clause 9.6, a successor has not been duly appointed by the Issuer, the Holders may appoint as successor calculation agent any, in the Holders’ opinion, reputable and experienced financial institution and give notice of such appointment to the Issuer, the Co-Issuer, the Trustee, the Loan Obligation Manager, the Paying Agent and, if any Note is in the form of a Regulation S Global Security, to Euroclear and Clearstream, Luxembourg. The Calculation Agent shall also specify to whereupon the Issuer and such successor calculation agent shall acquire and become subject to the Co-Issuer same rights and obligations between themselves as if they had entered into an agreement on the quotations upon which LIBOR is basedterms specified in this Agreement. 9.8 Upon any resignation or dismissal taking effect under Clause 9.5 or 9.6, and in any event the Calculation Agent shall notify the Issuer and the Co-Issuer before 5:00 p.m. (New York time) on each LIBOR Determination Date if it has not determined and is not in the process of determining LIBOR and the Interest Distribution Amounts for each Class of Notes, together with the reasons therefor. The determination of the Class A Rate, Class B Rate and Class C Rate and the related Class A Interest Distribution Amount, Class B Interest Distribution Amount and Class C Interest Distribution Amount, respectively, by the Calculation Agent shall, absent manifest error: (i) Subject to paragraph (ii) below, be final released and binding on all partiesdischarged from its obligations under this Agreement, other than its liability due pursuant to its gross negligence (grove nalatigheid) or wilful misconduct (opzet) under Clause 9.4; (ii) upon reasonable notice, provide reasonable assistance to its successor for the discharge of its duties and responsibilities hereunder.

Calculation Agent. (a) The Issuer and the Co-Issuer hereby agree agrees that for so long as any Notes remain Debt remains Outstanding there shall at all times be an agent appointed to calculate LIBOR the Benchmark in respect of each Interest Accrual Period in accordance with the terms of Schedule B attached hereto (the “Calculation Agent”). The Issuer and the Co-Issuer initially have has appointed the Trustee Collateral Agent as Calculation Agent for purposes of determining LIBOR the Benchmark for each Interest Accrual Period. The Calculation Agent may be removed by the Issuer at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Loan Obligation Manager, the Noteholders Issuer and the Rating AgenciesDebtholders. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer, or if the Calculation Agent fails to determine LIBOR or the Interest Distribution Amount for any Class Issuer in respect of Notes for any Interest Accrual Period, the Issuer shall promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuer or its AffiliatesAffiliates and which, if the Benchmark is LIBOR, is engaged in transactions in Eurodollar deposits in the international Eurodollar market. The Calculation Agent may not resign its duties without a successor having been duly appointed. If no successor Calculation Agent shall have been appointed within 30 thirty (30) days after giving of a notice of resignation, the resigning Calculation Agent, Agent or a Majority of the Notes or any Holder of a NoteControlling Class, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation Agent. (b) The Calculation Agent shall be required to agree that, as soon as practicable after 11:00 a.m. (London time) on each LIBOR Determination Date (as defined in Schedule B attached hereto)the Reference Time, but in no event later than 11:00 a.m. (New York time) on the next Business Day (or the next London Banking Day if the Benchmark is LIBOR) immediately following each LIBOR Benchmark Determination Date, the Calculation Agent shall calculate LIBOR the Benchmark for the next Interest Accrual Period and will communicate such rates information to the IssuerCollateral Agent, who shall include such calculation on the Co-Issuer, the Trustee, the Loan Obligation Manager, the Paying Agent and, if any Note is in the form of a Regulation S Global Security, to Euroclear and Clearstream, Luxembourgnext Payment Date Report following such Benchmark Determination Date. The Calculation Agent shall also specify to the Issuer and the Co-Issuer the quotations upon which LIBOR is based, and in any event the Calculation Agent shall notify the Issuer and the Co-Issuer before 5:00 p.m. (New York time) on each LIBOR Benchmark Determination Date if it has not determined and is not in the process of determining LIBOR the Benchmark, the Class A Loan Rate and the Class A Loan Interest Distribution Amounts Amount for each the Class of NotesA Loan, together with the reasons therefor. The determination of the Benchmark, the Class A Rate, Class B Loan Rate and Class C Rate and the related or any Class A Interest Distribution Amount, Class B Interest Distribution Amount and Class C Loan Interest Distribution Amount, respectively, by the Calculation Agent shall, absent manifest error, be final and binding on all parties. (c) None of the Calculation Agent, Note Administrator, Collateral Agent, Loan Agent or Trustee shall have any responsibility or liability for (i) the selection or determination of (or any failure by the Class A Lender to select or determine) an alternative or replacement reference rate (including any Benchmark Replacement, ISDA Fallback Rate, Benchmark Replacement Adjustment or any other reference rate component or modifier thereto) as a successor or replacement benchmark to LIBOR or determining whether (a) any such rate is a Benchmark Replacement or ISDA Fallback Rate, (b) the conditions to the designation of such rate or the adoption of a supplemental indenture have been satisfied, or (c) a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, and shall be entitled to rely upon any selection or determination of such rate (and any modifier) by the Class A Lender or (ii) any failure or delay in performing their duties under this Indenture and Credit Agreement as a result of the unavailability of LIBOR or other reference rate as described herein or the failure of the Class A Lender to select or determine any alternative or replacement rate as set forth herein. The Calculation Agent, Note Administrator, Collateral Agent, Loan Agent and Trustee shall be entitled to conclusively rely on any selection, determination, decision or election that may be made by the Class A Lender with respect to any alternative or replacement reference rate (including any modifier thereto), including any Benchmark Replacement and Benchmark Replacement Conforming Changes selected by the Class A Lender.

Calculation Agent. (a) The Issuer and the Co-Issuer Bond Trustee is hereby agree that for so long appointed as any Notes remain Outstanding there shall at all times be an agent appointed to calculate LIBOR in respect of each Interest Accrual Period in accordance with the terms of Schedule B attached hereto (the “Calculation Agent”). The Issuer and the Co-Issuer initially have appointed the Trustee as Calculation Agent ” for purposes of determining LIBOR for each Interest Accrual Periodthis Trust Agreement. The acceptance by the Calculation Agent may of its duties under this Trust Agreement shall be removed evidenced by an agreement in form and substance satisfactory to the Issuer at any time. System, the BoardBorrower and the Bond Trustee. (b) The Calculation Agent may resign at any time by giving written 30 days’ notice thereof to the IssuerSystemBorrower and, if the Co-IssuerCalculation Agent is not the Bond Trustee, to the Loan Obligation ManagerBond Trustee. No such resignation shall become effective until a successor Calculation Agent has been appointed and has accepted its duties and obligations hereunder. (c) The SystemBorrower may remove the Calculation Agent at any time upon 30 days’ notice to the Calculation Agent and, if the Noteholders Calculation Agent is not the Bond Trustee, to the Bond Trustee. No such removal shall become effective until a successor Calculation Agent has been appointed and the Rating Agencies. has accepted its duties and obligations hereunder. (d) If the Calculation Agent is unable shall resign, be removed or unwilling to act as such or is removed by the Issuerbecome incapable of acting, or if a vacancy shall occur in the office of Calculation Agent for any cause, the SystemBorrower shall promptly appoint a successor Calculation Agent, which may be the Bond Trustee, shall be Independent from the SystemBorrower and, if not the Bond Trustee, shall be acceptable to the Bond Trustee. Any successor Calculation Agent shall signify its acceptance of such appointment and its assumption of the duties and obligations imposed upon it by this Trust Agreement by execution and delivery of an agreement satisfactory to the SystemBorrower and, if the Calculation Agent fails to determine LIBOR or the Interest Distribution Amount for any Class of Notes for any Interest Accrual Period, the Issuer shall promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuer or its Affiliates. The Calculation Agent may not resign its duties without a successor having been duly appointed. Bond Trustee, to the Bond Trustee. (e) If no successor Calculation Agent shall have been appointed within 30 days after giving of a notice of resignation, the resigning Bond Trustee is the Calculation Agent, its compensation and expenses shall be paid in accordance with the provisions of Section 11.5. If a Majority of person other than the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for Bond Trustee is serving as the appointment of a successor Calculation Agent. (b) The Calculation Agent , compensation and expenses of such person shall be required to agree thatpaid by the SystemBorrower, as soon provided in the agreement of such person accepting its appointment as practicable after 11:00 a.m. (London time) on each LIBOR Determination Date (as defined in Schedule B attached hereto)Calculation Agent; provided, but in no event later than 11:00 a.m. (New York time) however, that such person shall not have a lien on the London Banking Day immediately following each LIBOR Determination Date, the Calculation Agent shall calculate LIBOR Trust Estate for the next Interest Accrual Period and will communicate such rates to the Issuer, the Co-Issuer, the Trustee, the Loan Obligation Manager, the Paying Agent and, if any Note is in the form payment of a Regulation S Global Security, to Euroclear and Clearstream, Luxembourg. The Calculation Agent shall also specify to the Issuer and the Co-Issuer the quotations upon which LIBOR is based, and in any event the Calculation Agent shall notify the Issuer and the Co-Issuer before 5:00 p.m. (New York time) on each LIBOR Determination Date if it has not determined and is not in the process of determining LIBOR and the Interest Distribution Amounts for each Class of Notes, together with the reasons therefor. The determination of the Class A Rate, Class B Rate and Class C Rate and the related Class A Interest Distribution Amount, Class B Interest Distribution Amount and Class C Interest Distribution Amount, respectively, by the Calculation Agent shall, absent manifest error, be final and binding on all partiesits compensation or expenses.

Calculation Agent. (a) The Issuer and the Co-Issuer hereby agree agrees that for so long as any Class of Floating Rate Notes remain remainDebt remains Outstanding there shall will at all times be an agent appointed (which does not control or is not controlled or under common control with the Issuer, the Collateral Manager or their respective Affiliates, and is not a fund or account managed by the Collateral Manager or Affiliates of the Collateral Manager) to calculate LIBOR LIBORthe Reference Rate in respect of each Interest Accrual Period in accordance with the terms definition of Schedule B attached hereto LIBORReference Rate (the “Calculation Agent”). The Issuer and hereby appoints the Co-Issuer initially have appointed the Trustee Collateral Administrator as Calculation Agent for purposes of determining LIBOR for each Interest Accrual PeriodAgent. The Calculation Agent may be removed by the Issuer or the Collateral Manager, on behalf of the Issuer, at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Loan Obligation Manager, the Noteholders and the Rating Agencies. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer, or if the Calculation Agent fails to determine LIBOR Issuer or the Interest Distribution Amount for any Class Collateral Manager, on behalf of Notes for any Interest Accrual Periodthe Issuer, the Issuer or the Collateral Manager, on behalf of the Issuer, shall promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or is not controlled by or under common control with (x) the Issuer or its respective Affiliates, (y) the Collateral Manager or its Affiliates or (z) funds or accounts managed by the Collateral Manager or Affiliates of the Collateral Manager. The Calculation Agent may not resign its duties or be removed without a successor having been duly appointed. If no successor Calculation Agent shall have been appointed within 30 days after giving of a notice of resignation, the resigning Calculation Agent, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation Agent. (b) The Calculation Agent shall be required to agree (and the Collateral Administrator as Calculation Agent does hereby agree) that, unless an Alternative Rate has replaced LIBOR, as soon as practicable possiblepracticable after 11:00 a.m. (London time) London5:00 a.m. Chicago time on each LIBOR Interest Determination Date (as defined in Schedule B attached hereto)Date, but in no event later than 11:00 a.m. (New York time) time on the London Banking BankingBusiness Day immediately following each LIBOR Interest Determination Date, the Calculation Agent shall calculate LIBOR for the next Interest Rate applicable to each Class of Floating Rate NotesDebt during the related Interest Accrual Period and will the NoteDebt Interest Amount (in each case, rounded to the nearest cent, with half a cent being rounded upward) payable on the related Payment Date in respect of such Class of Floating Rate NotesDebt in respect of the related Interest Accrual Period. At such time, the Calculation Agent shall communicate such rates and amounts to the Issuer, the Co-IssuerIssuers, the Trustee, the Class A-1L Loan Obligation Agent (who shall forward to each Class A-1L Lender) each Paying Agent, the Collateral Manager, the Paying Agent and, if any Note is in the form of a Regulation S Global Security, to Euroclear and Clearstream, Luxembourg. The Calculation Agent shall also specify to the Issuer and the Co-Issuer Issuers the quotations upon which LIBOR is the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer and the Co-Issuer Issuers before 5:00 p.m. (New York time) on each LIBOR every Interest Determination Date if it has not determined and is not in the process of determining LIBOR and the any such Interest Distribution Amounts for each Class of Notes, Rate or NoteDebt Interest Amount together with the its reasons therefor. The Calculation Agent’s determination of the Class A Rate, Class B Rate foregoing rates and Class C Rate and amounts for any Interest Accrual Period shall (in the related Class A Interest Distribution Amount, Class B Interest Distribution Amount and Class C Interest Distribution Amount, respectively, by the Calculation Agent shall, absent absence of manifest error, ) be final and binding on upon all parties. (c) Upon a change of LIBOR to an Alternativethe Reference Rate pursuant to a Notice of Alternative Ratethe requirements set forth herein, the Calculation Agent and the Collateral Manager shall confer and consult in good faith to determine and adopt any technical, administrative or operational changes necessary or advisable to provide for the calculation of such Alternative Ratechange in a manner substantially consistent with market practice and that is administratively feasible (in the judgment of the Collateral Manager); provided that nothing herein shall be deemed to impose or expand any discretionary obligations on the Calculation Agent under this Indenture or the Transaction Documents (including with respect to, but not limited to, the designation of a replacement reference rate or any modifier thereto); provided, further, that neither the Collateral Manager nor the Calculation Agent shall have any liability for changes employed pursuant to this paragraph.

Calculation Agent. (a) The Issuer and the Co-Issuer hereby agree agrees that for so long as any of the Notes remain Outstanding there shall will at all times be an agent appointed to calculate LIBOR in respect of each Interest Accrual Period in accordance with the terms of Schedule B attached hereto this Section 6.17 (the “Calculation Agent”). The Issuer and the Co-Issuer hereby initially have appointed appoints the Trustee as Calculation Agent for purposes of determining LIBOR for each Interest Accrual Period, and the Trustee, by executing and delivering this Indenture, hereby acknowledges and accepts such appointment. The Calculation Agent may be removed by the Issuer at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Loan Obligation Manager, the Noteholders and the Rating Agencies. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer, or if the Calculation Agent fails to determine LIBOR or the Note Interest Rate and the Interest Distribution Amount for any Class of Secured Notes for any Interest Accrual Period, the Issuer shall will promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar U.S. Dollar deposits in the international Eurodollar London interbank market and which does not control or and is not controlled by or under common control with the Issuer or its their Affiliates. The Calculation Agent may not resign its duties without a successor having been duly appointed. If no successor Calculation Agent shall have been appointed within 30 days after giving of a notice of resignation, the resigning Calculation Agent, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation Agent. (b) The Any Calculation Agent other than the Trustee shall be required to agree thatby its execution of an agreement, and the Trustee, as Calculation Agent, hereby agrees, to perform its duties as Calculation Agent in accordance with Section 6.17(c). (c) As soon as practicable possible after 11:00 a.m. (London time) on each LIBOR Determination Date (as defined in Schedule B attached hereto)Date, but in no event later than 11:00 a.m. (New York time) on the London Banking Business Day immediately following each LIBOR Determination Date, the Calculation Agent shall calculate LIBOR will cause the Note Interest Rate for each Class of the Secured Notes for the next related Interest Accrual Period, the date of the related Payment Date and the amount of interest for such Interest Accrual Period and will communicate such rates payable in respect of each $1,000 by Aggregate Principal Amount of each Class of Secured Notes (rounded to the Issuernearest cent, with half a cent being rounded upward) on the Co-related Payment Date to be given to the Issuer, the Trustee, the Loan Obligation Collateral Manager, the Paying Agent andDepository, if any Note is in the form of a Regulation S Global SecurityEuroclear, to Euroclear and Clearstream, Luxembourg, the Irish Stock Exchange (if and for as long as the Listed Notes are listed thereon) and the Paying Agents, and such information will be promptly published by the Irish Paying Agent in the Official List. The Calculation Agent shall will also specify to the Issuer and the Co-Issuer Collateral Manager the quotations upon which LIBOR is the Note Interest Rates for the Secured Notes are based, and in any event the Calculation Agent shall notify the Issuer and the Co-Issuer before 5:00 p.m. 10:00 a.m. (New York time) on the Business Day after each LIBOR Determination Date if it has not determined and is not in the process of determining LIBOR such Note Interest Rates and the Interest Distribution Amounts for each Class of NotesInterest, together with the its reasons therefor. The determination of the Note Interest Rate for each Class A Rate, Class B Rate and Class C Rate and of the related Class A Interest Distribution Amount, Class B Interest Distribution Amount and Class C Interest Distribution Amount, respectively, Secured Notes by the Calculation Agent shall, absent shall (in the absence of manifest error, ) be final and binding on upon all parties.

Calculation Agent. (a) The Issuer and the Co-Issuer Borrower hereby agree agrees that for so long as any Notes remain Debt remains Outstanding there shall will at all times be an agent appointed (which does not control or is not controlled or under common control with the Borrower or its Affiliates or the Portfolio Manager or its Affiliates) to calculate LIBOR in respect of each Interest Accrual Period (or, in the case of the first Interest Accrual Period commencing on the Closing Date, each portion thereof) in accordance with the terms of Schedule B attached hereto Exhibit C of the Indenture (the “Calculation Agent”). The Issuer and Borrower hereby appoints the Co-Issuer initially have appointed the Trustee Collateral Administrator as Calculation Agent for purposes of determining LIBOR for each Interest Accrual PeriodAgent. The Calculation Agent may be removed by the Issuer Borrower or the Portfolio Manager, on behalf of the Borrower at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Loan Obligation Manager, the Noteholders and the Rating Agencies. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer, or if the Calculation Agent fails to determine LIBOR Borrower or the Interest Distribution Amount for any Class Portfolio Manager, on behalf of Notes for the Borrower, in respect of any Interest Accrual Period, the Issuer shall Borrower or the Portfolio Manager, on behalf of the Borrower, will promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuer Borrower or its Affiliates or the Portfolio Manager or its Affiliates. The Calculation Agent may not resign its duties or be removed without a successor having been duly appointed. If no successor Calculation Agent shall have been appointed within 30 days after giving of a notice of resignation, the resigning Calculation Agent, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation Agent. (b) The Calculation Agent shall be required to agree (and the Collateral Administrator as Calculation Agent agrees under the Collateral Administration Agreement) that, as soon as practicable possible after 11:00 a.m. (London time) time on each LIBOR Interest Determination Date (as defined in Schedule B attached hereto)Date, but in no event later than 11:00 a.m. (New York time) time on the London Banking Day immediately following each LIBOR Interest Determination Date, the Calculation Agent shall will calculate LIBOR for the next Interest Rate applicable to each Class of Floating Rate Debt during the related Interest Accrual Period (or portion thereof) and the Debt Interest Amount (in each case, rounded to the nearest cent, with half a cent being rounded upward) payable on the related Distribution Date in respect of such Class of Floating Rate Debt in respect of the related Interest Accrual Period. At such time, the Calculation Agent will communicate such rates and amounts to the IssuerBorrowers, the Co-Issuer, the Collateral Trustee, the Loan Obligation Agent, each Paying Agent, the Portfolio Manager, the Paying Agent and, if any Note is in the form of a Regulation S Global Security, to Euroclear and Clearstream, Luxembourg. The Calculation Agent shall will also specify to the Issuer and the Co-Issuer Borrowers the quotations upon which LIBOR is the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer and the Co-Issuer Borrowers before 5:00 p.m. (New York time) on each LIBOR every Interest Determination Date if it has not determined and is not in the process of determining LIBOR and the any such Interest Distribution Amounts for each Class of Notes, Rate or Debt Interest Amount together with the its reasons therefor. The Calculation Agent’s determination of the Class A Rate, Class B Rate foregoing rates and Class C Rate and amounts for any Interest Accrual Period (or portion thereof) will (in the related Class A Interest Distribution Amount, Class B Interest Distribution Amount and Class C Interest Distribution Amount, respectively, by the Calculation Agent shall, absent absence of manifest error, ) be final and binding on upon all parties. The Calculation Agent, the Loan Agent and the Collateral Trustee shall have no responsibility or liability for the selection of an alternative base rate (including an Alternative Rate) or determination thereof, or any liability for any failure or delay in performing its duties hereunder or under the Indenture as a result of the unavailability of a reference rate as described herein.

Calculation Agent. (a) The Issuer and the Co-Issuer hereby agree agrees that for so long as any Floating Rate Notes remain Outstanding there shall will at all times be an agent appointed (which does not control or is not controlled or under common control with the Issuer, the Collateral Manager or their respective Affiliates, and is not a fund or account managed by the Collateral Manager or Affiliates of the Collateral Manager) to calculate LIBOR in respect of each Interest Accrual Period in accordance with the terms definition of Schedule B attached hereto LIBOR (the “Calculation Agent”). The Issuer and hereby appoints the Co-Issuer initially have appointed the Trustee Collateral Administrator as Calculation Agent for purposes of determining LIBOR for each Interest Accrual PeriodAgent. The Calculation Agent may be removed by the Issuer or the Collateral Manager, on behalf of the Issuer, at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Loan Obligation Manager, the Noteholders and the Rating Agencies. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer, or if the Calculation Agent fails to determine LIBOR Issuer or the Interest Distribution Amount for any Class Collateral Manager, on behalf of Notes for any Interest Accrual Periodthe Issuer, the Issuer or the Collateral Manager, on behalf of the Issuer, shall promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or is not controlled by or under common control with (x) the Issuer or its respective Affiliates, (y) the Collateral Manager or its Affiliates or (z) funds or accounts managed by the Collateral Manager or Affiliates of the Collateral Manager. The Calculation Agent may not resign its duties or be removed without a successor having been duly appointed. If no successor Calculation Agent shall have been appointed within 30 days after giving of a notice of resignation, the resigning Calculation Agent, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation Agent. (b) The Calculation Agent shall be required to agree (and the Collateral Administrator as Calculation Agent does hereby agree) that, unless an Alternative Rate has replaced LIBOR, as soon as practicable possible after 11:00 a.m. (London time) time on each LIBOR Interest Determination Date (as defined in Schedule B attached hereto)Date, but in no event later than 11:00 a.m. (New York time) time on the London Banking Day immediately following each LIBOR Interest Determination Date, the Calculation Agent shall calculate LIBOR for the next Interest Rate applicable to each Class of Floating Rate Notes during the related Interest Accrual Period and will the Note Interest Amount (in each case, rounded to the nearest cent, with half a cent being rounded upward) payable on the related Payment Date in respect of such Class of Floating Rate Notes in respect of the related Interest Accrual Period. At such time, the Calculation Agent shall communicate such rates and amounts to the Issuer, the Co-IssuerIssuers, the Trustee, each Paying Agent, the Loan Obligation Collateral Manager, the Paying Agent and, if any Note is in the form of a Regulation S Global Security, to Euroclear and Clearstream, Luxembourg. The Calculation Agent shall also specify to the Issuer and the Co-Issuer Issuers the quotations upon which LIBOR is the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer and the Co-Issuer Issuers before 5:00 p.m. (New York time) on each LIBOR every Interest Determination Date if it has not determined and is not in the process of determining LIBOR and the any such Interest Distribution Amounts for each Class of Notes, Rate or Note Interest Amount together with the its reasons therefor. The Calculation Agent’s determination of the Class A Rate, Class B Rate foregoing rates and Class C Rate and amounts for any Interest Accrual Period shall (in the related Class A Interest Distribution Amount, Class B Interest Distribution Amount and Class C Interest Distribution Amount, respectively, by the Calculation Agent shall, absent absence of manifest error, ) be final and binding on upon all parties. (c) Upon a change of LIBOR to an Alternative Rate pursuant to a Notice of Alternative Rate, the Calculation Agent and the Collateral Manager shall confer and consult in good faith to determine and adopt any technical, administrative or operational changes necessary or advisable to provide for the calculation of such Alternative Rate in a manner substantially consistent with market practice and that is administratively feasible (in the judgment of the Collateral Manager); provided that nothing herein shall be deemed to impose or expand any discretionary obligations on the Calculation Agent under this Indenture or the Transaction Documents (including with respect to, but not limited to, the designation of a replacement reference rate or any modifier thereto); provided, further, that neither the Collateral Manager nor the Calculation Agent shall have any liability for changes employed pursuant to this paragraph. (d) The Calculation Agent and the Trustee shall have no (i) responsibility or liability for selecting an alternative or replacement reference rate (including any modifier thereto) as a successor or replacement benchmark to LIBOR or determining whether any such rate is a Designated Alternative Rate or whether the conditions to the designation of such rate have been satisfied and shall be entitled to rely upon any designation of such a rate (and any modifier) by the Collateral Manager and (ii) liability for any failure or delay in performing their duties hereunder or under other Transaction Documents as a result of the unavailability of “LIBOR” or any other reference rate as described herein.

Calculation Agent. (a) The Issuer hereby initially appoints Wilmington Trust, National Association to serve as Calculation Agent for the Notes and the Co-Wilmington Trust, National Association hereby accepts such appointment. The Issuer hereby agree that agrees that, for so long as any of the Notes remain Outstanding are outstanding, there shall will at all times be an agent appointed to calculate the Adjusted LIBOR Rate and the Applicable Rate in respect of each Interest Accrual Period when required by and in accordance with the terms of Schedule B attached hereto paragraph 1 of the Notes (the “Calculation Agent”). The Issuer and the Co-Issuer initially have appointed the Trustee as Calculation Agent for purposes of determining LIBOR for each Interest Accrual Period. The Calculation Agent may be removed by the Issuer at any time. The Calculation Agent may resign at any time by giving written notice thereof Agent’s sole responsibility shall be (i) to determine the Issuer, the Co-Issuer, the Loan Obligation Manager, the Noteholders Adjusted LIBOR Rate and the Rating AgenciesApplicable Rate when required by and in accordance with the terms of paragraph 1 of the Notes and (ii) to notify the Issuer and, upon written request, any Holder of the Notes, of the Adjusted LIBOR Rate and/or the Applicable Rate. If In acting as Calculation Agent hereunder, the Calculation Agent is unable shall be entitled to conclusively rely upon and enforce each and all of the rights, privileges, immunities, indemnities and benefits of the Trustee under Article 7. The resignation or unwilling to act as such or is removed by the Issuer, or if removal of the Calculation Agent fails to determine LIBOR or the Interest Distribution Amount for any Class of Notes for any Interest Accrual Period, the Issuer shall promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuer or its Affiliates. The Calculation Agent may not resign its duties be effective without a successor having been duly appointed. If no successor Calculation Agent shall have been appointed within 30 days after giving of a notice of resignation, the resigning Calculation Agent, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation Agent. (b) The Calculation Agent shall be required to agree that, as soon as practicable after 11:00 a.m. (London time) on each LIBOR Determination Date (as defined in Schedule B attached hereto), but in no event later than 11:00 a.m. (New York time) on the London Banking Day immediately following each LIBOR Determination Date, the Calculation Agent shall calculate LIBOR for the next Interest Accrual Period and will communicate such rates to the Issuer, the Co-Issuer, the Trustee, the Loan Obligation Manager, the Paying Agent and, if any Note is in the form of a Regulation S Global Security, to Euroclear and Clearstream, Luxembourg. The Calculation Agent shall also specify to the Issuer and the Co-Issuer the quotations upon which LIBOR is based, and in any event the Calculation Agent shall notify the Issuer and the Co-Issuer before 5:00 p.m. (New York time) on each LIBOR Determination Date if it has not determined and is not in the process of determining LIBOR and the Interest Distribution Amounts for each Class of Notes, together with the reasons therefor. The determination of the Class A Rate, Class B Applicable Rate and Class C and/or Adjusted LIBOR Rate and the related Class A Interest Distribution Amount, Class B Interest Distribution Amount and Class C Interest Distribution Amount, respectively, by the Calculation Agent shall, absent in the absence of manifest error, be final and binding on all parties. XXXXXX HEALTH HOLDINGS, LLC, as Issuer By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer & Treasurer XXXXXX HEALTH TOPCO, INC., as Holdings By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer & Treasurer XXXXXX LABORATORIES, LLC By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer & Treasurer XXXXXX HEALTH LLC By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer & Treasurer STERIGENICS U.S., LLC By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer & Treasurer XXXXXX HEALTH SERVICES, LLC By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer & Treasurer STERIGENICS RADIATION TECHNOLOGIES HOLDINGS, LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President, Treasurer and Secretary STERIGENICS RADIATION TECHNOLOGIES, LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President, Treasurer and Secretary XXXXXX LABORATORIES HOLDINGS, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President, Treasurer and Secretary XXXXXX LABORATORIES FAIRFIELD HOLDINGS, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President, Treasurer and Secretary IOTRON INDUSTRIES USA INC. By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President, Treasurer and Secretary WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee By: /s/ W. Xxxxxx Xxxxxx II Name: W. Xxxxxx Xxxxxx II Title: Vice President WILMINGTON TRUST, NATIONAL ASSOCIATION, as First Lien Notes Collateral Agent By: /s/ W. Xxxxxx Xxxxxx II Name: W. Xxxxxx Xxxxxx II Title: Vice President WILMINGTON TRUST, NATIONAL ASSOCIATION, as Calculation Agent By: /s/ W. Xxxxxx Xxxxxx II Name: W. Xxxxxx Xxxxxx II Title: Vice President [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert Original Issue Discount Legend, if applicable pursuant to the provisions of the Indenture] No. ___ [$______________] Xxxxxx Health Holdings, LLC promises to pay to __________, or registered assigns, the principal sum of ____________________ DOLLARS [(as such amount may be increased or decreased as set forth on the Schedule of Exchanges of Interest in Global Note attached hereto)] on December 13, 2026 (the “Final Maturity Date”). Interest Payment Dates: March 31, June 30, September 30 and December 31 commencing on December 31, 2020. Record Dates: March 15, June 15, September 15 and December 15 1 Rule 144A Note CUSIP: 83600W AC3 Rule 144A Note ISIN: US83600WAC38 Regulation S Note CUSIP: U83595 AB1 Regulation S Note ISIN: USU83595AB15 IAI Note CUSIP: 83600W AD1 IAI Note ISIN: US83600WAD11 IN WITNESS HEREOF, the Issuer has caused this instrument to be duly executed. Dated: XXXXXX HEALTH HOLDINGS, LLC By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee Dated: By: [Back of Note] Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Calculation Agent. (a) The Issuer and the Co-Issuer hereby agree agrees that for so long as any Notes remain Secured Debt remains Outstanding there shall will at all times be an agent appointed (which does not control or is not controlled or under common control with the Issuer or its Affiliates or the Collateral Manager or its Affiliates) to calculate LIBOR (or after the election of an Alternative Rate, such Alternative Rate) in respect of each Interest Accrual Period in accordance with the terms of Schedule B attached hereto (the “Calculation Agent”). The Issuer and hereby appoints the Co-Issuer initially have appointed the Trustee Collateral Administrator as Calculation Agent for purposes of determining LIBOR for each Interest Accrual PeriodAgent. The Calculation Agent may be removed by the Issuer or the Collateral Manager, on behalf of the Issuer, at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Loan Obligation Manager, the Noteholders and the Rating Agencies. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer, or if the Calculation Agent fails to determine LIBOR Issuer or the Interest Distribution Amount for any Class Collateral Manager, on behalf of Notes for any Interest Accrual Periodthe Issuer, the Issuer shall or the Collateral Manager, on behalf of the Issuer, will promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuer or its AffiliatesAffiliates or the Collateral Manager or its Affiliates and provide notice thereof to the Trustee and the Collateral Administrator. The Calculation Agent may not resign its duties or be removed without a successor having been duly appointed. If no successor Calculation Agent shall have been appointed within 30 days after giving of a notice of resignation, the resigning Calculation Agent, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation Agent. (bi) The Calculation Agent shall be required to agree (and the Collateral Administrator as Calculation Agent does hereby agree) that, as soon as practicable possible after 11:00 a.m. (London time) time on each LIBOR Interest Determination Date (as defined in Schedule B attached hereto)Date, but in no event later than 11:00 a.m. (New York time) time on the London Banking Day immediately following each LIBOR Interest Determination Date, the Calculation Agent shall will calculate LIBOR for the next Interest Rate applicable to each Class of Secured Debt (other than the Fixed Rate Notes) during the related Interest Accrual Period and the Debt Interest Amount (in each case, rounded to the nearest cent, with half a cent being rounded upward) payable in respect of each Class of Secured Debt on the related Payment Date in respect of the related Interest Accrual Period. At such time, the Calculation Agent will communicate such rates and amounts to the Issuer, the Co-IssuerIssuers, the Trustee, the Collateral Agent, the Loan Obligation Agent, the Paying Agent, the Collateral Manager, the Paying Agent andCollateral Administrator, if any Note is in the form of a Regulation S Global SecurityDTC, to Euroclear and Clearstream, Luxembourg. The Calculation Agent shall will also specify to the Issuer and the Co-Issuer Issuers the quotations upon which LIBOR is the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer and the Co-Issuer Issuers before 5:00 p.m. (New York time) on each LIBOR every Interest Determination Date if it has not determined and is not in the process of determining LIBOR and the any such Interest Distribution Amounts for each Class of Notes, Rate or Debt Interest Amount together with the its reasons therefor. The Calculation Agent’s determination of the Class A Rate, Class B Rate foregoing rates and Class C Rate and amounts for any Interest Accrual Period will (in the related Class A Interest Distribution Amount, Class B Interest Distribution Amount and Class C Interest Distribution Amount, respectively, by the Calculation Agent shall, absent absence of manifest error, ) be final and binding on upon all parties. (ii) The Calculation Agent, the Trustee and the Collateral Agent shall have no (A) responsibility or liability for the selection of an alternate or replacement reference rate (including an Alternative Rate selected by the Collateral Manager or any modifier thereto) as a successor or replacement benchmark to LIBOR or the determination of whether any such rate is an Alternative Rate or whether the conditions to the designation or selection of such rate or the adoption of any amendment relating thereto have been satisfied, and shall be entitled to rely upon any such designation of such a rate (and any modifier) by the Collateral Manager and (B) liability for any failure or delay in performing its duties hereunder solely as a result of the unavailability of “LIBOR”, the Interest Rate or other reference rate as described herein. (iii) From and after the effectiveness of any supplemental indenture entered into in connection with the selection of an Alternative Rate, the obligations of the Calculation Agent shall be as set forth in this Indenture as amended by such supplemental indenture; provided that the Calculation Agent shall not be bound to follow any amendment or supplement to this Indenture that would (A) increase the duties, obligations or liabilities of or reduce or eliminate any right or privilege of the Calculation Agent, (B) expand the Calculation Agent’s discretion under this Indenture or the Transaction Documents (including with respect to, but not limited to, the Interest Rate or any Alternative Rate), or (C) adversely affect the Calculation Agent, in each case without the prior written consent of the Calculation Agent.

Calculation Agent. (a) The Issuer and the Co-Issuer hereby agree that for so long as any Notes remain Outstanding there shall at all times be an agent appointed to calculate LIBOR in respect of each Interest Accrual Period in accordance with the terms of Schedule B J attached hereto (the “"Calculation Agent”"). The Issuer and the Co-Issuer initially have appointed the Trustee as Calculation Agent for purposes of determining LIBOR for each Interest Accrual Period. The Calculation Agent may be removed by the Issuer at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Loan Obligation Collateral Manager, each Hedge Counterparty, the Class A-1AR Note Agent, the Noteholders and the each Rating AgenciesAgency. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer, or if the Calculation Agent fails to determine LIBOR or the Interest Distribution Amount for any Class Issuer in respect of Notes for any Interest Accrual Period, the Issuer shall and the Co-Issuer shall, with the prior written consent of each Hedge Counterparty and the Class A-1AR Note Agent, promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuer or its Affiliates. The Calculation Agent may not resign its duties without a successor having been duly appointed, and shall promptly inform the Hedge Counterparty and the Class A-1AR Note Agent of any such appointment. If no successor Calculation Agent shall have been appointed within 30 days after giving of a notice of resignation, the resigning Calculation Agent, each Hedge Counterparty, the Class A-1AR Note Agent, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation Agent. (b) The Calculation Agent shall be required to agree that, as soon as practicable after 11:00 a.m. (London time) on each LIBOR Determination Date (as defined in Schedule B J attached hereto), but in no event later than 11:00 a.m. (New York time) on the London Banking Day immediately following each LIBOR Determination Date, the Calculation Agent shall calculate (x) LIBOR for the next Interest Accrual Period and (y) the amount of interest for such Interest Accrual Period payable in respect of each $1,000 principal amount of each Class of Notes (rounded to the nearest cent, with half a cent being rounded upward) on the related Payment Date, and will communicate such rates and amounts to the Issuer, the Co-Issuer, the Trustee, the Loan Obligation Collateral Manager, the Paying Agent Agent, each Hedge Counterparty and, if any Note is in the form of a Regulation S Global Security, to Euroclear and Clearstream, Luxembourg. The Calculation Agent shall also specify to the Issuer and the Co-Issuer the quotations upon which LIBOR is based, and in any event the Calculation Agent shall notify the Issuer and the Co-Issuer before 5:00 p.m. (New York time) on each LIBOR Determination Date if it has not determined and is not in the process of determining LIBOR and the Interest Distribution Amounts for each Class of Notes, together with the reasons therefor. The determination of the Class A A-1A Rate, Class A-1AR Rate, Class A-2 Rate, Class B Rate, Class C Rate, Class D Rate, Class E Rate, Class F Rate, Class G Rate and Class C H Rate and the related Class A A-1A Interest Distribution Amount, Class A-1AR Interest Distribution Amount, Class A-2 Interest Distribution Amount, Class B Interest Distribution Amount, Class C Interest Distribution Amount, Class D Interest Distribution Amount, Class E Interest Distribution Amount, Class F Interest Distribution Amount, Class G Interest Distribution Amount and Class C H Interest Distribution Amount, respectively, by the Calculation Agent shall, absent manifest error, be final and binding on all parties.

Calculation Agent. (a) The Issuer and the Co-Issuer hereby agree that for so long as any Floating Rate Notes remain remains Outstanding there shall will at all times be an agent appointed (which does not control or is not controlled or under common control with the Issuer or its Affiliates or the Collateral Manager or its Affiliates) to calculate LIBOR the Benchmark in respect of each Interest Accrual Period in accordance with the terms definition of Schedule B attached hereto Benchmark (the “Calculation Agent”). The Issuer and hereby appoints the Co-Issuer initially have appointed the Trustee Collateral Administrator as Calculation Agent for purposes of determining LIBOR for each Interest Accrual PeriodAgent. The Calculation Agent may be removed by the Issuer or the Collateral Manager, on behalf of the Issuer, at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Loan Obligation Manager, the Noteholders and the Rating Agencies. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer, or if the Calculation Agent fails to determine LIBOR Issuer or the Interest Distribution Amount for any Class Collateral Manager, on behalf of Notes for any Interest Accrual Periodthe Issuer, the Issuer shall or the Collateral Manager, on behalf of the Issuer, will be required to appoint promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or and is not controlled by or under common control with the Issuer Issuer, the Collateral Manager or its Affiliatestheir respective Affiliates and provide notice thereof to the Trustee and the Collateral Administrator. The Calculation Agent may not resign its duties or be removed without a successor having been duly appointed. If no successor Calculation Agent shall have been appointed within 30 days after giving of a notice of resignation, the resigning Calculation Agent, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation Agent. (b) The Calculation Agent shall be required to agree (and the Collateral Administrator as Calculation Agent agrees under the Collateral Administration Agreement) that, as soon as practicable possible after 11:00 a.m. (London time) 5:00 p.m. New York time on each LIBOR Interest Determination Date (as defined in Schedule B attached hereto)Date, but in no event later than 11:00 a.m. (5:00 p.m. New York time) time on the London Banking U.S. Government Securities Business Day immediately following each LIBOR Interest Determination Date, the Calculation Agent shall will calculate LIBOR for the next Interest Rate applicable to each Class of Floating Rate Notes during the related Interest Accrual Period and the Notes Interest Amount (in each case, rounded to the nearest cent, with half a cent being rounded upward) payable on the related Payment Date in respect of such Class of Floating Rate Notes in respect of the related Interest Accrual Period. At such time, the Calculation Agent will communicate such rates and amounts to the Issuer, the Co-IssuerTrustee, each Paying Agent, the Trustee, the Loan Obligation Collateral Manager, the Paying Agent andDTC, if any Note is in the form of a Regulation S Global Security, to Euroclear and Clearstream, Luxembourg. The Calculation Agent shall will also specify to the Issuer and the Co-Issuer the quotations upon which LIBOR is the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer and the Co-Issuer before 5:00 p.m. (New York time) on each LIBOR every Interest Determination Date if it has not determined and is not in the process of determining LIBOR and the any such Interest Distribution Amounts for each Class of Notes, Rate or Notes Interest Amount together with the its reasons therefor. The Calculation Agent’s determination of the Class A Rate, Class B Rate foregoing rates and Class C Rate and amounts for any Interest Accrual Period will (in the related Class A Interest Distribution Amount, Class B Interest Distribution Amount and Class C Interest Distribution Amount, respectively, by the Calculation Agent shall, absent absence of manifest error, ) be final and binding on upon all parties.

Calculation Agent. (a) The Issuer and the Co-Issuer hereby agree agrees that for so long as any Notes remain Secured Debt remains Outstanding there shall will at all times be an agent appointed (which does not control or is not controlled or under common control with the Issuer or its Affiliates or the Collateral Manager or its Affiliates) to calculate LIBOR in respect of each Interest Accrual Period (or portion thereof) in accordance with the terms of Schedule B attached hereto hereof (the “Calculation Agent”). The Issuer and hereby appoints the Co-Issuer initially have appointed the Trustee Collateral Administrator as Calculation Agent for purposes of determining LIBOR for each Interest Accrual PeriodAgent. The Calculation Agent may be removed by the Issuer or the Collateral Manager, on behalf of the Issuer, at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Loan Obligation Manager, the Noteholders and the Rating Agencies. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer or the Collateral Manager, on behalf of the Issuer, or if the Calculation Agent fails to determine LIBOR or the Interest Distribution Amount for any Class in respect of Notes for any Interest Accrual Period, the Issuer shall or the Collateral Manager, on behalf of the Issuer, will promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuer or its Affiliates or the Collateral Manager or its Affiliates. The Calculation Agent may not resign its duties or be removed without a successor having been duly appointed. If no successor Calculation Agent shall have been appointed within 30 days after giving of a notice of resignation, the resigning Calculation Agent, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation Agent. (b) The Calculation Agent shall be required to agree (and the Collateral Administrator as Calculation Agent does hereby agree) that, as soon as practicable possible after 11:00 a.m. (London time) time on each LIBOR Interest Determination Date (as defined in Schedule B attached hereto)Date, but in no event later than 11:00 a.m. (New York time) time on the London Banking Day immediately following each LIBOR Interest Determination Date, the Calculation Agent shall will calculate LIBOR for the next Interest Rate applicable to each Class of Secured Debt during the related Interest Accrual Period (or portion thereof) and the Debt Interest Amount (in each case, rounded to the nearest cent, with half a cent being rounded upward) payable on the related Payment Date in respect of such Class of Secured Debt in respect of the related Interest Accrual Period. At such time, the Calculation Agent will communicate such rates and amounts to the Issuer, the Co-Issuer, the Trustee, the Collateral Agent, the Loan Obligation Agent, each Paying Agent, the Collateral Manager, the Paying Agent and, if any Note is in the form of a Regulation S Global Security, to Euroclear and Clearstream, Luxembourg. The Calculation Agent shall will also specify to the Issuer and the Co-Issuer the quotations upon which LIBOR is the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer and the Co-Issuer before 5:00 p.m. (New York time) on each LIBOR every Interest Determination Date if it has not determined and is not in the process of determining LIBOR and the any such Interest Distribution Amounts for each Class of Notes, Rate or Debt Interest Amount together with the its reasons therefor. The Calculation Agent’s determination of the Class A Rate, Class B Rate foregoing rates and Class C Rate and amounts for any Interest Accrual Period (or portion thereof) will (in the related Class A Interest Distribution Amount, Class B Interest Distribution Amount and Class C Interest Distribution Amount, respectively, by the Calculation Agent shall, absent absence of manifest error, ) be final and binding on upon all parties.

Calculation Agent. (a) The Issuer and the Co-Issuer hereby agree agrees that for so long as any Floating Rate Notes remain Outstanding outstanding there shall will at all times be an agent appointed (which agent does not control or is not controlled by or under common control with the Issuer or its Affiliates or the Collateral Manager or its Affiliates) to calculate LIBOR the Benchmark in respect of each Interest Accrual Period (or, in the case of the first Interest Accrual Period, the relevant portion thereof) in accordance with the terms definition of Schedule B attached hereto Benchmark (the “Calculation Agent”). The Issuer and hereby appoints the Co-Issuer initially have appointed Collateral Administrator as the Trustee as Calculation Agent for purposes of determining LIBOR for each Interest Accrual PeriodAgent. The Calculation Agent may be removed by the Issuer or the Collateral Manager, on behalf of the Issuer, at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Loan Obligation Manager, the Noteholders and the Rating Agencies. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer, or if the Calculation Agent fails to determine LIBOR Issuer or the Interest Distribution Amount for any Class Collateral Manager, on behalf of Notes for any Interest Accrual Periodthe Issuer, the Issuer shall or the Collateral Manager, on behalf of the Issuer, will promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuer or its Affiliates or the Collateral Manager or its Affiliates. The Calculation Agent may not resign its duties or be removed without a successor having been duly appointed. If no successor Calculation Agent shall have been appointed within 30 days after giving of a notice of resignation, the resigning Calculation Agent, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation Agent. (b) The Calculation Agent shall will be required to agree (and the Trustee as Calculation Agent does hereby agree) that, as soon as practicable possible after 11:00 a.m. (London time) time on each LIBOR Interest Determination Date (as defined in Schedule B attached hereto)Date, but in no event later than 11:00 a.m. (New York time) time on the London Banking Day immediately following each LIBOR Interest Determination Date, the Calculation Agent shall will calculate LIBOR for the next Interest Rate applicable to each Class of Floating Rate Notes during the related Interest Accrual Period (or, in the case of the first Interest Accrual Period, the relevant portion thereof) and the Note Interest Amount (in each case, rounded to the nearest cent, with half a cent being rounded upward) payable on the related Payment Date in respect of such Class of Floating Rate Notes and the related period. At such time, the Calculation Agent will communicate such rates and amounts to the Issuer, the Co-IssuerIssuers, the Trustee, each Paying Agent, the Loan Obligation Collateral Manager, the Paying Agent and, if any Note is in the form of a Regulation S Global Security, to Euroclear and Clearstream, Luxembourg. The Calculation Agent shall will also specify to the Issuer and the Co-Issuer Issuers the quotations upon which LIBOR is the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer and the Co-Issuer Issuers before 5:00 p.m. (New York time) on each LIBOR every Interest Determination Date if it has not determined and is not in the process of determining LIBOR and the any such Interest Distribution Amounts for each Class of Notes, Rate or Note Interest Amount together with the its reasons therefor. The Calculation Agent’s determination of the Class A Rate, Class B Rate foregoing rates and Class C Rate and amounts for any Interest Accrual Period will (in the related Class A Interest Distribution Amount, Class B Interest Distribution Amount and Class C Interest Distribution Amount, respectively, by the Calculation Agent shall, absent absence of manifest error, ) be final and binding on upon all parties. (c) None of the Trustee, the Paying Agent or the Calculation Agent have any obligation (i) to monitor, determine or verify the unavailability or cessation of LIBOR (or 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, Benchmark, Benchmark Replacement (including Daily Simple SOFR or Term SOFR), Unadjusted Benchmark Replacement or Fallback Rate, 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, Reference Rate Modifier, 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. (d) None of the Trustee, the Paying Agent or the Calculation Agent will be liable for any inability, failure or delay on its part to perform any of its duties set forth in this Indenture as a result of the unavailability of LIBOR (or 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 Collateral Manager, in providing any direction, instruction, notice or information required or contemplated by the terms of this Indenture and reasonably required for the performance of such duties. (e) Neither the Calculation Agent nor the Collateral Manager shall have any liability for any interest rate published by any publication that is the source for determining the interest rates of the Secured Notes, including but not limited to the Reuters Screen (or any successor source), rates compiled by the ICE Benchmark Administration Ltd. or any successor thereto, or rates published by the Federal Reserve Board or on the Federal Reserve Bank of New York’s Website.

Calculation Agent. (aA) The Issuer Calculation Agent shall be such person as the Borrower may appoint meeting the requirements of Section 2.12(B) with the consent of the Bank. Any Calculation Agent which is not also the Bank shall designate its principal office and signify its acceptance of the duties and obligations imposed upon it hereunder by a written instrument of acceptance delivered to the Borrower, the Trustee and the Co-Issuer hereby agree that for so long as any Notes remain Outstanding there shall at all times be an agent appointed to calculate LIBOR Bank in respect of each Interest Accrual Period in accordance with which the terms of Schedule B attached hereto (the “Calculation Agent”). The Issuer and the Co-Issuer initially have appointed the Trustee as Calculation Agent for purposes will agree to perform all calculations and provide all notices required of determining LIBOR for each Interest Accrual Periodthe Calculation Agent under this Indenture. (B) The Calculation Agent shall be a corporation duly organized under the laws of the United States of America or any state or territory thereof and shall be authorized by law to perform all the duties imposed upon it by this Indenture and may be the Trustee, the Bank, the Credit Provider or any other Person, but may not be the Borrower or an Affiliate of the Borrower. The Calculation Agent may be removed by the Issuer at any time. The Calculation Agent may resign at any time resign and be discharged of the duties and obligations created by this Indenture by giving written at least 60 days’ notice thereof to the IssuerBorrower, the Co-IssuerBank, the Loan Obligation ManagerTrustee, the Noteholders and Tender Agent, the Rating AgenciesRemarketing Agent, the Credit Provider, if any. If Upon receipt of such notice, during any Interest Rate Period in which the services of a Calculation Agent are required under this Indenture, the Borrower will diligently seek to appoint a successor Calculation Agent to assume the duties of the Calculation Agent is unable or unwilling on the effective date of the prior Calculation Agent’s resignation. In the event that the Borrower shall fail to appoint a successor Calculation Agent in a timely manner when required under this Indenture, the Trustee shall either (i) appoint a Calculation Agent to act as such or is removed by the Issuersuch, or if the Calculation Agent fails to determine LIBOR or the Interest Distribution Amount for (ii) petition any Class of Notes for any Interest Accrual Period, the Issuer shall promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuer or its Affiliates. The Calculation Agent may not resign its duties without a successor having been duly appointed. If no successor Calculation Agent shall have been appointed within 30 days after giving of a notice of resignation, the resigning Calculation Agent, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation Agent. (b) , and such court may thereupon, after such notice, if any, as it may deem proper, appoint such successor Calculation Agent; provided however, that during the pendency of any such petition the Trustee shall itself act as Calculation Agent, service in any such case shall commence on the effective date of the resignation of the prior Calculation Agent and to remain in effect until a successor Calculation Agent assumes such position in accordance with the provisions hereof. The Calculation Agent shall may be required removed at any time with the consent of the Bank by written notice from the Borrower to agree that, as soon as practicable after 11:00 a.m. (London time) on each LIBOR Determination Date (as defined in Schedule B attached hereto), but in no event later than 11:00 a.m. (New York time) on the London Banking Day immediately following each LIBOR Determination Date, the Calculation Agent shall calculate LIBOR for the next Interest Accrual Period and will communicate such rates to the Issuer, the Co-Issuer, the Trustee, the Loan Obligation Manager, Tender Agent and the Paying Agent andCredit Provider, if any Note is in any, and the form of Remarketing Agent, provided that such removal shall not be effective until a Regulation S Global Security, to Euroclear and Clearstream, Luxembourg. The successor Calculation Agent shall also specify to assumes such position in accordance with the Issuer and provisions hereof. (C) The Trustee shall, within three Business Days of the Co-Issuer the quotations upon which LIBOR is based, and in any event resignation or removal of the Calculation Agent shall notify or the Issuer and appointment of a successor Calculation Agent, give notice thereof by Electronic Means, confirmed by first class mail, to the Co-Issuer before 5:00 p.m. (New York time) on each LIBOR Determination Date if it has not determined and is not in the process of determining LIBOR and the Interest Distribution Amounts for each Class of Notes, together with the reasons therefor. The determination registered owners of the Class A Rate, Class B Rate and Class C Rate and the related Class A Interest Distribution Amount, Class B Interest Distribution Amount and Class C Interest Distribution Amount, respectively, by the Calculation Agent shall, absent manifest error, be final and binding on all partiesBonds.

Calculation Agent. (a) The Issuer and the Co-Issuer hereby agree that for so long as any Notes remain Outstanding there shall at all times be an agent appointed to calculate LIBOR in respect of each Interest Accrual Period in accordance with the terms of Schedule B attached G hereto (the “Calculation Agent”). The Issuer and the Co-Issuer have initially have appointed the Trustee as Calculation Agent for purposes of determining LIBOR for each Interest Accrual Period. The Calculation Agent may be removed by the Issuer and the Co-Issuer at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Loan Obligation Collateral Manager, each Hedge Counterparty, the Noteholders and the each Rating AgenciesAgency. If the Calculation Agent is unable or unwilling to act as such or is removed by the IssuerIssuer and the Co-Issuer in respect of any Interest Accrual Period, or if the Calculation Agent fails to determine LIBOR or the Interest Distribution Amount for any Class of Notes for any Interest Accrual Period, the Issuer shall and the Co-Issuer shall, with the prior written consent of each Hedge Counterparty, promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuer or its Affiliatesthe Co-Issuer. The Calculation Agent may not resign its duties without a successor having been duly appointed, and shall promptly inform the Hedge Counterparty of any such appointment. If no successor Calculation Agent shall have been appointed within 30 thirty (30) days after giving of a notice of resignation, the resigning Calculation Agent, each Hedge Counterparty, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation Agent. (b) The Calculation Agent shall be required to agree that, as soon as practicable after 11:00 a.m. (London time) on each LIBOR Determination Date (as defined in Schedule B attached G hereto), but in no event later than 11:00 a.m. (New York time) on the London Banking Day immediately following each LIBOR Determination Date, the Calculation Agent shall calculate (x) LIBOR for the next Interest Accrual Period and will (y) the amount of interest for such Interest Accrual Period payable in respect of each U.S. $1,000 principal amount of each Class of Notes (rounded to the nearest cent, with half a cent being rounded upward) on the related Payment Date, and shall communicate such rates and amounts to the Issuer, the Co-Co- Issuer, the Trustee, the Loan Obligation Collateral Manager, the Paying Agent Agent, each Hedge Counterparty and, if any Class A Note is in the form of a Regulation S Global Security, to Euroclear and Clearstream, Luxembourg. The Calculation Agent shall also specify to the Issuer and the Co-Issuer the quotations upon which LIBOR is based, and in any event the Calculation Agent shall notify the Issuer and the Co-Issuer before 5:00 p.m. (New York time) on each LIBOR Determination Date if it has not determined and is not in the process of determining LIBOR and the Interest Distribution Amounts for each Class of Notes, together with the reasons therefor. The determination of the Class A A-1 Rate, Class B A-2 Rate, the Class A-3 Rate, the Class B-FL Rate, the Class C-FL Rate, the Class D Rate, the Class E Rate, the Class F Rate, the Class G-FL Rate and the Class C H-FL Rate and the related Class A A-1 Interest Distribution Amount, Class B A-2 Interest Distribution Amount, Class A-3 Interest Distribution Amount, Class B-FL Interest Distribution Amount, Class C-FL Interest Distribution Amount, Class D Interest Distribution Amount, Class E Interest Distribution Amount, Class F Interest Distribution Amount, Class G-FL Interest Distribution Amount and Class C H-FL Interest Distribution Amount, respectively, by the Calculation Agent shall, absent manifest error, be final and binding on all parties.

Calculation Agent. 18.1 In the case of any Series of Covered Bonds (aother than CSD Covered Bonds) The which require the appointment of a Calculation Agent, the relevant Dealer or, as the case may be, the Lead Manager may request the Issuer to appoint that Dealer or Lead Manager, or a person nominated by such Dealer or Lead Manager (a Nominee), as Calculation Agent. 18.2 Should a request be made to the Issuer for the appointment of that Dealer or Lead Manager as the Calculation Agent, the appointment shall be automatic upon the issue of the relevant Series of Covered Bonds (not being CSD Covered Bonds) and the Co-Issuer hereby agree that for so long shall, except as any Notes remain Outstanding there shall at all times agreed, be an agent appointed to calculate LIBOR in respect of each Interest Accrual Period in accordance with on the terms set out in the Calculation Agency Agreement set out in Schedule 1 to the Agency Agreement, and no further action shall be required to effect the appointment of Schedule B attached hereto (the “Calculation Agent”). The Issuer and the Co-Issuer initially have appointed the Trustee Dealer or Lead Manager as Calculation Agent for purposes in relation to that Series of determining LIBOR for each Interest Accrual PeriodCovered Bonds, and the Schedule to the Calculation Agency Agreement shall be deemed to be duly annotated to include that Series. The Calculation Agent may name of the Dealer or Lead Manager so appointed will be removed by entered in the applicable Final Terms. 18.3 Should a request be made to the Issuer at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Loan Obligation Manager, the Noteholders and the Rating Agencies. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer, or if the Calculation Agent fails to determine LIBOR or the Interest Distribution Amount for any Class of Notes for any Interest Accrual Period, the Issuer shall promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuer or its Affiliates. The Calculation Agent may not resign its duties without a successor having been duly appointed. If no successor Calculation Agent shall have been appointed within 30 days after giving of a notice of resignation, the resigning Calculation Agent, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Nominee as the Calculation Agent. (b) The , the Nominee shall agree with the Issuer in writing to its appointment as Calculation Agent on the terms set out in the Calculation Agency Agreement set out in Schedule 1 to the Agency Agreement and no further action shall be required to agree that, effect the appointment of the Nominee as soon as practicable after 11:00 a.m. Calculation Agent in relation to that Series of Covered Bonds (London time) on each LIBOR Determination Date (as defined in Schedule B attached heretonot being CSD Covered Bonds), but in no event later than 11:00 a.m. (New York time) on and the London Banking Day immediately following each LIBOR Determination Date, Schedule to the Calculation Agent Agency Agreement shall calculate LIBOR for be deemed to be duly annotated to include that Series. The name of the next Interest Accrual Period and Nominee so appointed will communicate such rates to the Issuer, the Co-Issuer, the Trustee, the Loan Obligation Manager, the Paying Agent and, if any Note is be entered in the form of a Regulation S Global Security, to Euroclear and Clearstream, Luxembourg. The Calculation Agent shall also specify to the Issuer and the Co-Issuer the quotations upon which LIBOR is based, and in any event the Calculation Agent shall notify the Issuer and the Co-Issuer before 5:00 p.m. (New York time) on each LIBOR Determination Date if it has not determined and is not in the process of determining LIBOR and the Interest Distribution Amounts for each Class of Notes, together with the reasons therefor. The determination of the Class A Rate, Class B Rate and Class C Rate and the related Class A Interest Distribution Amount, Class B Interest Distribution Amount and Class C Interest Distribution Amount, respectively, by the Calculation Agent shall, absent manifest error, be final and binding on all partiesapplicable Final Terms.

Calculation Agent. (a) The Issuer For the purpose of appointing an agent to calculate the interest rate based on the Treasury Rate on the Notes, the Company and the Co-Issuer Calculation Agent agree as follows: (i) Upon the terms and subject to the conditions contained herein, the Company hereby agree that appoints The Bank of New York Mellon as its Calculation Agent and The Bank of New York Mellon hereby accepts such appointment as the Company’s agent for so long the purpose of calculating the Treasury Rate on the Notes in the manner and at the times provided in herein. (ii) The Calculation Agent shall exercise due care to determine the Treasury Rate on the Notes and shall communicate the same to the Company and the Trustee, and any paying agent identified to it in writing as any Notes remain Outstanding there soon as practicable after each determination. (iii) The Calculation Agent accepts its obligations set forth herein, upon the terms and subject to the conditions hereof, including the following, to all of which the Company agrees: (A) The Calculation Agent shall at all times be an agent appointed entitled to calculate LIBOR in respect of each Interest Accrual Period in accordance such compensation as may be agreed upon with the terms of Schedule B attached hereto (Company for all services rendered by the “Calculation Agent”). The Issuer , and the Co-Issuer initially have appointed Company promises to pay such compensation and to reimburse the Trustee as Calculation Agent for purposes the reasonable and documented out-of-pocket expenses (including attorneys’ and other professionals’ reasonable and documented out-of-pocket fees and expenses) incurred by it in connection with the services rendered by it hereunder upon receipt of determining LIBOR for each Interest Accrual Periodsuch invoices as the Company shall reasonably require. The Company also agrees to indemnify the Calculation Agent for, and to hold it harmless against, any and all loss, liability, damage, claim or expense (including the costs and expenses of defending against any claim (regardless of who asserts such claim) of liability) incurred by the Calculation Agent that arises out of or in connection with its accepting appointment as, or acting as, Calculation Agent hereunder, except such as may result from the gross negligence, willful misconduct or bad faith of the Calculation Agent or any of its agents or employees. The Calculation Agent may shall incur no liability and shall be removed indemnified and held harmless by the Issuer at Company for, or in respect of, any timeactions taken, omitted to be taken or suffered to be taken in good faith by the Calculation Agent in reliance upon (i) the opinion or advice of legal or other professional advisors satisfactory to it or (ii) written instructions from the Company. The Calculation Agent may resign at shall not be liable for any time by giving written notice thereof error resulting from the use of or reliance on a source of information used in good faith and with due care to calculate any interest rate hereunder. The provisions of this section shall survive the Issuertermination of this Indenture. (B) In acting under this Indenture and in connection with the Notes, the Co-Issuer, the Loan Obligation Manager, the Noteholders and the Rating Agencies. If the Calculation Agent is unable acting solely as agent of the Company and does not assume any obligations to or unwilling relationship of agency or trust for or with any of the owners or Holders or any other parties. (C) The Calculation Agent shall be protected and shall incur no liability for or in respect of any action taken or omitted to act as such be taken or is removed anything suffered by it in reliance upon the terms of the Notes, any notice, direction, certificate, affidavit, statement or other paper, document or communication reasonably believed by it to be genuine and to have been approved or signed by the Issuerproper party or parties. (D) The Calculation Agent, its officers, directors, employees and shareholders may become the owners of, or acquire any interest in, any Notes, with the same rights that it or they would have if it were not the Calculation Agent, and may engage or be interested in any financial or other transaction with the Company as freely as if it were not the Calculation Agent. (E) Neither the Calculation Agent fails nor its officers, directors, employees, agents or attorneys shall be liable to determine LIBOR or the Interest Distribution Amount Company for any Class of Notes act or omission hereunder, or for any Interest Accrual Perioderror of judgment made in good faith by it or them, the Issuer shall promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits except in the international Eurodollar market and which does not control case of its or is not controlled by their gross negligence or under common control with the Issuer or its Affiliates. willful misconduct. (F) The Calculation Agent may not resign its shall be obligated to perform such duties without a successor having been duly appointed. If and only such duties as are herein specifically set forth, and no successor implied duties or obligations shall be read into this Indenture against the Calculation Agent. (G) Unless herein otherwise specifically provided, any order, certificate, notice, request, direction or other communication from the Company made or given by it under any provision of this Indenture shall be sufficient if signed by any Officer of the Company. (H) In no event shall the Calculation Agent be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever the (including, but not limited to, loss of profit) irrespective of whether the Calculation Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. (I) In In no event shall have been appointed within 30 days after giving the Calculation Agent be responsible or liable for any failure or delay in the performance of a notice its obligations under this Indenture arising out of resignationor caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services. (J) The Company will not, without first obtaining the resigning prior written consent of the Calculation Agent, a Majority of make any change to the Notes or any Holder of a Note, on behalf of himself if such change would materially and all others similarly situated, may petition a court of competent jurisdiction for adversely affect the appointment of a successor Calculation Agent’s duties and obligations under this Indenture. (b) The Calculation Agent may at any time resign as Calculation Agent by giving written notice to the Company of such intention on its part, specifying the date on which its desired resignation shall become effective; provided, however, that such date shall never be earlier than thirty (30) days after the receipt of such notice by the Company, unless the Company agrees to accept less notice. The Calculation Agent may be removed at any time by the filing with it of any instrument in writing signed on behalf of the Company and specifying such removal and the date when it is intended to become effective. Such resignation or removal shall take effect upon the date of the appointment by the Company, as hereinafter provided, of a successor Calculation Agent. If within thirty (30) days after notice of resignation or removal has been given, a successor Calculation Agent has not been appointed, the Calculation Agent may, at the expense of the Company, petition a court of competent jurisdiction to appoint a successor Calculation Agent. A successor Calculation Agent shall be required appointed by the Company by an instrument in writing signed on behalf of the Corporation and the successor Calculation Agent. Upon the appointment of a successor Calculation Agent and acceptance by it of such appointment, the Calculation Agent so succeeded shall cease to agree that, as soon as practicable after 11:00 a.m. (London time) on each LIBOR Determination Date (as defined in Schedule B attached hereto), but in no event later than 11:00 a.m. (New York time) on the London Banking Day immediately following each LIBOR Determination Datebe such Calculation Agent hereunder. Upon its resignation or removal, the Calculation Agent shall calculate LIBOR for the next Interest Accrual Period and will communicate such rates be entitled to the Issuer, payment by the Co-Issuer, the Trustee, the Loan Obligation Manager, the Paying Agent andCompany of its compensation, if any Note is owed to it, for services rendered hereunder and to the reimbursement of all reasonable and documented out-of-pocket expenses incurred in connection with the form services rendered by it hereunder and to the payment of a Regulation S Global Securityall other amounts owed to it hereunder (c) Any successor Calculation Agent appointed hereunder shall execute and deliver to its predecessor and to the Company an instrument accepting such appointment hereunder, and thereupon such successor Calculation Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as such Calculation Agent hereunder, and such predecessor, upon payment of its charges and disbursements then unpaid, shall thereupon become obliged to Euroclear transfer and Clearstreamdeliver, Luxembourg. The and such successor Calculation Agent shall also specify be entitled to receive, copies of any relevant records maintained by such predecessor Calculation Agent. (d) Any corporation into which the Issuer and Calculation Agent may be merged, or any corporation with which the Co-Issuer the quotations upon Calculation Agent may be consolidated, or any corporation resulting from any merger or consolidation or to which LIBOR is based, and in any event the Calculation Agent shall notify sell or otherwise transfer all or substantially all of its corporate trust assets or business shall, to the Issuer extent permitted by applicable law, be the successor Calculation Agent under this Indenture without the execution or filing of any paper or any further act on the part of any of the parties hereto. Notice of any such merger, consolidation or sale shall forthwith be given to the Company and the Co-Issuer before 5:00 p.m. (New York time) on each LIBOR Determination Date if it has not determined and is not in the process of determining LIBOR and the Interest Distribution Amounts for each Class of Notes, together with the reasons therefor. The determination of the Class A Rate, Class B Rate and Class C Rate and the related Class A Interest Distribution Amount, Class B Interest Distribution Amount and Class C Interest Distribution Amount, respectively, by the Calculation Agent shall, absent manifest error, be final and binding on all partiesTrustee.

Calculation Agent. (a) The Issuer and the Co-Issuer Issuers hereby agree that for so long as any Notes remain Floating Rate Note remains Outstanding there shall will at all times be an agent appointed (which does not control or is not controlled or under common control with the Issuers or their Affiliates or the Collateral Manager or its Affiliates) to calculate LIBOR the Reference Rate in respect of each Interest Accrual Period in accordance with the terms definition of Schedule B attached hereto Reference Rate (the “"Calculation Agent”"). The Issuer and Issuers hereby appoint the Co-Issuer initially have appointed the Trustee Collateral Administrator as Calculation Agent for purposes of determining LIBOR for each Interest Accrual PeriodAgent. The Calculation Agent may be removed by the Issuer Issuers or the Collateral Manager, on behalf of the Issuers, at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Loan Obligation Manager, the Noteholders and the Rating Agencies. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer, or if the Calculation Agent fails to determine LIBOR Issuers or the Interest Distribution Amount for any Class Collateral Manager, on behalf of Notes for any Interest Accrual Periodthe Issuers, the Issuer shall Issuers or the Collateral Manager, on behalf of the Issuers, will promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuer or its AffiliatesAffiliates or the Collateral Manager or its Affiliates and provide notice thereof to the Trustee and the Collateral Administrator. The Calculation Agent may not resign its duties or be removed without a successor having been duly appointed. If no successor Calculation Agent shall have been appointed within 30 days after giving of a notice of resignation, the resigning Calculation Agent, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation Agent. (b) The Calculation Agent shall be required to agree (and the Collateral Administrator as Calculation Agent agrees under the Collateral Administration Agreement) that, as soon as practicable possible after 11:00 a.m. (London time) time on each LIBOR Interest Determination Date (as defined in Schedule B attached hereto)Date, but in no event later than 11:00 a.m. (New York time) time on the London Banking Day immediately following each LIBOR Interest Determination Date, the Calculation Agent shall will calculate LIBOR for the next Interest Rate applicable to each Class of Floating Rate Notes during the related Interest Accrual Period and the Note Interest Amount (in each case, rounded to the nearest cent, with half a cent being rounded upward) payable on the related Payment Date in respect of such Class of Floating Rate Notes in respect of the related Interest Accrual Period. At such time, the Calculation Agent will communicate such rates and amounts to the Issuer, the Co-IssuerTrustee, each Paying Agent, the Trustee, the Loan Obligation Collateral Manager, the Paying Agent andDTC, if any Note is in the form of a Regulation S Global Security, to Euroclear and Clearstream, Luxembourg. The Calculation Agent shall will also specify to the Issuer and the Co-Issuer the quotations upon which LIBOR is the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer and the Co-Issuer before 5:00 p.m. (New York time) on each LIBOR every Interest Determination Date if it has not determined and is not in the process of determining LIBOR and the any such Interest Distribution Amounts for each Class of Notes, Rate or Note Interest Amount together with the its reasons therefor. The Calculation Agent’s determination of the Class A Rate, Class B Rate foregoing rates and Class C Rate and amounts for any Interest Accrual Period will (in the related Class A Interest Distribution Amount, Class B Interest Distribution Amount and Class C Interest Distribution Amount, respectively, by the Calculation Agent shall, absent absence of manifest error, ) be final and binding on upon all parties.

Calculation Agent. (a) The Issuer and the Co-Issuer hereby agree that for so long as any Notes remain Floating Rate Debt remains Outstanding there shall will at all times be an agent appointed (which does not control or is not controlled or under common control with the Issuer or its Affiliates or the Collateral Manager or its Affiliates) to calculate LIBOR the Benchmark in respect of each Interest Accrual Period in accordance with the terms definition of Schedule B attached hereto Benchmark (the “Calculation Agent”). The Issuer and hereby appoints the Co-Issuer initially have appointed the Trustee Collateral Administrator as Calculation Agent for purposes of determining LIBOR for each Interest Accrual PeriodAgent. The Calculation Agent may be removed by the Issuer or the Collateral Manager, on behalf of the Issuer, at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Loan Obligation Manager, the Noteholders and the Rating Agencies. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer, or if the Calculation Agent fails to determine LIBOR Issuer or the Interest Distribution Amount for any Class Collateral Manager, on behalf of Notes for any Interest Accrual Periodthe Issuer, the Issuer shall or the Collateral Manager, on behalf of the Issuer, will be required to appoint promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or and is not controlled by or under common control with the Issuer Issuer, the Collateral Manager or its Affiliatestheir respective Affiliates and provide notice thereof to the Trustee and the Collateral Administrator. The Calculation Agent may not resign its duties or be removed without a successor having been duly appointed. If no successor Calculation Agent shall have been appointed within 30 days after giving of a notice of resignation, the resigning Calculation Agent, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation Agent. (b) The Calculation Agent shall be required to agree (and the Collateral Administrator as Calculation Agent agrees under the Collateral Administration Agreement) that, as soon as practicable possible after 11:00 a.m. (London time) 5:00 p.m. New York time on each LIBOR Interest Determination Date (as defined in Schedule B attached hereto)Date, but in no event later than 11:00 a.m. (5:00 p.m. New York time) time on the London Banking U.S. Government Securities Business Day immediately following each LIBOR Interest Determination Date, the Calculation Agent shall will calculate LIBOR for the next Interest Rate applicable to each Class of Floating Rate Debt during the related Interest Accrual Period (or, for the first Interest Accrual Period, during the related Notional Accrual Period) and the Debt Interest Amount (in each case, rounded to the nearest cent, with half a cent being rounded upward) payable on the related Payment Date in respect of such Class of Floating Rate Debt in respect of the related Interest Accrual Period or the related Notional Accrual Period, as applicable. At such time, the Calculation Agent will communicate such rates and amounts to the Issuer, the Co-Issuer, the Trustee, the Loan Obligation Agent, each Paying Agent, the Collateral Manager, the Paying Agent andDTC, if any Note is in the form of a Regulation S Global Security, to Euroclear and Clearstream; provided that, Luxembourgfor the Interest Rate calculated for any Notional Accrual Period, the Trustee will post notice of such Interest Rate on its website. The Calculation Agent shall will also specify to the Issuer and the Co-Issuer the quotations upon which LIBOR is the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer and the Co-Issuer before 5:00 p.m. (New York time) on each LIBOR every Interest Determination Date if it has not determined and is not in the process of determining LIBOR and the any such Interest Distribution Amounts for each Class of Notes, Rate or Debt Interest Amount together with the its reasons therefor. The Calculation Agent’s determination of the Class A Rate, Class B Rate foregoing rates and Class C Rate and amounts for any Interest Accrual Period or Notional Accrual Period will (in the related Class A Interest Distribution Amount, Class B Interest Distribution Amount and Class C Interest Distribution Amount, respectively, by the Calculation Agent shall, absent absence of manifest error, ) be final and binding on upon all parties.

Calculation Agent. (a) The Issuer and the Co-Issuer hereby agree that for so long as any Notes remain Outstanding there shall at all times be an agent appointed to calculate LIBOR in respect of each Interest Accrual Period in accordance with the terms of Schedule B attached hereto (the “Calculation Agent”). The Issuer and the Co-Issuer initially have appointed the Trustee as Calculation Agent for purposes of determining LIBOR for each Interest Accrual Period. The Calculation Agent may be removed by the Issuer at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Loan Obligation Manager, the Noteholders and the Rating Agencies. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer, or if the Calculation Agent fails to determine LIBOR or the Interest Distribution Amount for any Class of Notes for any Interest Accrual Period, the Issuer shall promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuer or its Affiliates. The Calculation Agent may not resign its duties without a successor having been duly appointed. If no successor Calculation Agent shall have been appointed within 30 days after giving of a notice of resignation, the resigning Calculation Agent, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation Agent. (b) The Calculation Agent shall be required to agree that, as soon as practicable after 11:00 a.m. (London time) on each LIBOR Determination Date (as defined in Schedule B attached hereto), but in no event later than 11:00 a.m. (New York time) on the London Banking Day immediately following each LIBOR Determination Date, the Calculation Agent shall calculate LIBOR for the next Interest Accrual Period and will communicate such rates to the Issuer, the Co-Issuer, the Trustee, the Loan Obligation Manager, the Paying Agent and, if any Note is in the form of a Regulation S Global Security, to Euroclear and Clearstream, Luxembourg. The Calculation Agent shall also specify to the Issuer and the Co-Issuer the quotations upon which LIBOR is based, and in any event the Calculation Agent shall notify the Issuer and the Co-Issuer before 5:00 p.m. (New York time) on each LIBOR Determination Date if it has not determined and is not in the process of determining LIBOR and the Interest Distribution Amounts for each Class of Notes, together with the reasons therefor. The determination of the Class A Rate, Class B Rate, Class C Rate, Class D Rate and Class C E Rate and the related Class A Interest Distribution Amount, Class B Interest Distribution Amount, Class C Interest Distribution Amount, Class D Interest Distribution Amount and Class C E Interest Distribution Amount, respectively, by the Calculation Agent shall, absent manifest error, be final and binding on all parties.

Calculation Agent. (a) The Issuer and the Co-Issuer Borrower hereby agree agrees that for so long as any Notes remain Secured Debt remains Outstanding there shall will at all times be an agent appointed (which does not control or is not controlled or under common control with the Borrower or its Affiliates or the Collateral Manager or its Affiliates) to calculate LIBOR in respect of each Interest Accrual Period (or, in the case of the first Interest Accrual Period commencing on the Closing Date, each portion thereof) in accordance with the terms of Schedule B attached hereto Exhibit C of the Indenture (the “Calculation Agent”). The Issuer and Borrower hereby appoints the Co-Issuer initially have appointed the Trustee Collateral Administrator as Calculation Agent for purposes of determining LIBOR for each Interest Accrual PeriodAgent. The Calculation Agent may be removed by the Issuer Borrower or the Collateral Manager, on behalf of the Borrower at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Loan Obligation Manager, the Noteholders and the Rating Agencies. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer, or if the Calculation Agent fails to determine LIBOR Borrower or the Interest Distribution Amount for any Class Collateral Manager, on behalf of Notes for the Borrower, in respect of any Interest Accrual Period, the Issuer shall Borrower or the Collateral Manager, on behalf of the Borrower, will promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuer Borrower or its Affiliates or the Collateral Manager or its Affiliates. The Calculation Agent may not resign its duties or be removed without a successor having been duly appointed. If no successor Calculation Agent shall have been appointed within 30 days after giving of a notice of resignation, the resigning Calculation Agent, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation Agent. (b) The Calculation Agent shall be required to agree (and the Collateral Administrator as Calculation Agent agrees under the Collateral Administration Agreement) that, as soon as practicable possible after 11:00 a.m. (London time) time on each LIBOR Interest Determination Date (as defined in Schedule B attached hereto)Date, but in no event later than 11:00 a.m. (New York time) time on the London Banking Day immediately following each LIBOR Interest Determination Date, the Calculation Agent shall will calculate LIBOR for the next Interest Rate applicable to each Class of Floating Rate Debt during the related Interest Accrual Period (or portion thereof) and the Debt Interest Amount (in each case, rounded to the nearest cent, with half a cent being rounded upward) payable on the related Payment Date in respect of such Class of Floating Rate Debt in respect of the related Interest Accrual Period. At such time, the Calculation Agent will communicate such rates and amounts to the Issuer, the Co-IssuerBorrower, the Trustee, the Collateral Agent, the Loan Obligation Agent, each Paying Agent, the Collateral Manager, the Paying Agent and, if any Note is in the form of a Regulation S Global Security, to Euroclear and Clearstream, Luxembourg. The Calculation Agent shall will also specify to the Issuer and the Co-Issuer Borrower the quotations upon which LIBOR is the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer and the Co-Issuer Borrower before 5:00 p.m. (New York time) on each LIBOR every Interest Determination Date if it has not determined and is not in the process of determining LIBOR and the any such Interest Distribution Amounts for each Class of Notes, Rate or Debt Interest Amount together with the its reasons therefor. The Calculation Agent’s determination of the Class A Rate, Class B Rate foregoing rates and Class C Rate and amounts for any Interest Accrual Period (or portion thereof) will (in the related Class A Interest Distribution Amount, Class B Interest Distribution Amount and Class C Interest Distribution Amount, respectively, by the Calculation Agent shall, absent absence of manifest error, ) be final and binding on upon all parties.

Calculation Agent. (a) The Issuer and the Co-Issuer hereby agree agrees that for so long as any Notes remain Outstanding there shall at all times be an agent appointed (which does not control or is not controlled or under common control with the Issuer or its Affiliates or the Portfolio Manager or its Affiliates) to calculate LIBOR in respect of each Interest Accrual Period in accordance with (or, for the terms of Schedule B attached hereto first Interest Accrual Period after the Refinancing Date, each portion thereof) (the “Calculation Agent”). The Issuer and hereby appoints the Co-Issuer initially have appointed the Trustee Collateral Administrator as Calculation Agent for purposes of determining LIBOR for each Interest Accrual PeriodAgent. The Calculation Agent may be removed by the Issuer or the Portfolio Manager, on behalf of the Issuer, at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Loan Obligation Manager, the Noteholders and the Rating Agencies. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer or the Portfolio Manager, on behalf of the Issuer, or if the Calculation Agent fails to determine LIBOR or the Interest Distribution Amount for any Class of Notes for any Interest Accrual Period, the Issuer shall promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuer or its Affiliates or the Portfolio Manager or its Affiliates. The Calculation Agent may not resign its duties without a successor having been duly appointed. If no successor Calculation Agent shall have been appointed within 30 days after giving of a notice of resignation, the resigning Calculation Agent, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation Agent. (b) The Calculation Agent shall be required to agree (and the Collateral Administrator as Calculation Agent does hereby agree) that, as soon as practicable possible after 11:00 a.m. (London time) time on each LIBOR Interest Determination Date (as defined in Schedule B attached hereto), but in no event later than 11:00 a.m. (New York time) time on the London Banking Day immediately following each LIBOR Interest Determination Date, the Calculation Agent shall calculate LIBOR the Interest Rate for each Class of Floating Rate Notes for the next Interest Accrual Period (or, with respect to each Interest Determination Date during the first Interest Accrual Period after the Refinancing Date, the related portion of such period) and will the Notes Interest Amount for each Class of Floating Rate Notes (in each case, rounded to the nearest cent, with half a cent being rounded upward) for the next Interest Accrual Period (or, with respect to each Interest Determination Date during the first Interest Accrual Period, the related portion of such period), on the related Distribution Date. At such time the Calculation Agent shall communicate such rates and amounts to the Issuer, the Co-IssuerIssuers, the Trustee, each Paying Agent, the Loan Obligation Portfolio Manager, the Paying Agent and, if any Note is in the form of a Regulation S Global Security, to Euroclear and Clearstream, Luxembourg. The Calculation Agent shall also specify to the Issuer and the Co-Issuer Issuers the quotations upon which LIBOR is the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer and the Co-Issuer Issuers before 5:00 p.m. (New York time) on each LIBOR every Interest Determination Date if it has not determined and is not in the process of determining LIBOR and the any such Interest Distribution Amounts for each Class of Notes, Rate or Note Interest Amount together with the its reasons therefor. The Calculation Agent’s determination of the Class A Rate, Class B Rate foregoing rates and Class C Rate and amounts for any Interest Accrual Period shall (in the related Class A Interest Distribution Amount, Class B Interest Distribution Amount and Class C Interest Distribution Amount, respectively, by the Calculation Agent shall, absent absence of manifest error, ) be final and binding on upon all parties. (c) The Calculation Agent and the Trustee shall have no (i) responsibility or liability for the selection or determination of an Alternative Rate, a Benchmark Replacement Rate or a Fallback Rate as a successor or replacement reference rate to LIBOR (including any Benchmark Replacement Rate Adjustment or Reference Rate Modifier or whether the conditions precedent to the selection of such rate have been satisfied or whether a Benchmark Replacement Date or Benchmark Transition Event has occurred) and shall be entitled to rely upon any designation of such a rate pursuant to the terms hereof and (ii) liability for any failure or delay in performing its duties hereunder as a result of the unavailability of a “LIBOR” rate as described in the definition thereof.

Calculation Agent. (a) The Issuer and the Co-Issuer hereby agree agrees that for so long as any Notes remain Outstanding there shall will at all times be an agent (which does not control or is not controlled or under common control with the Issuer or its Affiliates or the Investment Manager or its Affiliates) appointed to calculate LIBOR in respect of each Interest Accrual Period in accordance with the terms of Schedule B attached C hereto (the “"Calculation Agent”"). The Issuer and the Co-Issuer has initially have appointed the Trustee (which may delegate its responsibilities to any of its Affiliates, provided that the Trustee shall remain responsible for the performance of any delegated responsibilities in accordance with the terms hereof) as Calculation Agent for purposes of determining LIBOR for each Interest Accrual Period. The Calculation Agent may be removed by the Issuer at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Loan Obligation Manager, the Noteholders and the Rating Agencies. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer, or if the Calculation Agent fails to determine LIBOR or any of the Interest Distribution Amount for any Class of Notes for any Interest Accrual Periodinformation required to be calculated pursuant to subsection (b), the Issuer shall will promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which that does not control or is not controlled by or under common control with the Issuer or its Affiliates. The No resignation or removal of the Calculation Agent may not resign its duties shall be effective without a successor having been duly appointed. If no successor Calculation Agent shall have been appointed within 30 days after giving of a notice of resignation, the resigning Calculation Agent, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation Agent. (b) The Calculation Agent shall be required to agree that, as soon as practicable possible after 11:00 a.m. (London time) on each LIBOR Determination Date (as defined in Schedule B attached C hereto), but in no event later than 11:00 a.m. (New York London time) on the London Banking LIBOR Business Day immediately following each LIBOR Determination Date, the Calculation Agent shall will calculate LIBOR the Interest Rates for the next Interest Accrual Period on the related Payment Date, and will communicate such rates and amounts to the Issuer, the Co-Issuer, the Trustee, the Loan Obligation Investment Manager, the and each Paying Agent and, if any Note is in the form of a Regulation S Global Security, to Euroclear and Clearstream, LuxembourgAgent. The Calculation Agent shall will also specify to the Issuer and the Co-Issuer Investment Manager the quotations upon which LIBOR is the Interest Rates are based, and in any event the Calculation Agent shall notify the Issuer and the Co-Issuer Investment Manager before 5:00 p.m. (New York London time) on each LIBOR Determination Date if that either: (i) it has determined or is in the process of determining the Interest Rates and the Interest Amounts, or (ii) it has not determined and is not in the process of determining LIBOR the Interest Rates and the Interest Distribution Amounts for each Class of NotesAmounts, together with the its reasons therefor. (c) The Calculation Agent will cause the Interest Rates, Interest Accrual Period and Payment Date to be communicated to DTC and Clearstream by the LIBOR Business Day immediately following each LIBOR Determination Date. The determination of the Class A Rate, Class B Rate Interest Rates and Class C Rate and the related Class A Interest Distribution Amount, Class B Interest Distribution Amount and Class C Interest Distribution Amount, respectively, Amounts by the Calculation Agent shall, absent shall (in the absence of manifest error, ) be final and binding on upon all parties.

Calculation Agent. (a) The Issuer Property Trustee shall initially, and the Co-Issuer hereby agree that for so long as it holds any Notes remain Outstanding there shall at all times of the ICONs, be an agent appointed to calculate LIBOR in respect of each Interest Accrual Period in accordance with the terms of Schedule B attached hereto (the “Calculation Agent”). The Issuer and the Co-Issuer initially have appointed the Trustee as Calculation Agent for purposes of determining LIBOR for each Interest Accrual PeriodDistribution Date. The Calculation Agent may be removed by the Issuer Administrative Trustees at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Loan Obligation Manager, the Noteholders and the Rating Agencies. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer, or if the Calculation Agent fails to determine LIBOR or the Interest Distribution Amount for any Class of Notes for any Interest Accrual PeriodAdministrative Trustees, the Issuer shall Administrative Trustees will promptly appoint as a replacement Calculation Agent the London office of a leading bank which is engaged in transactions in three-month Eurodollar deposits in the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuer Administrative Trustees or its their Affiliates. The Calculation Agent may not resign its duties without a successor having been duly appointed. If no successor Calculation Agent shall have been appointed within 30 days after giving of a notice of resignation, the resigning Calculation Agent, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation Agent. (b) The Calculation Agent shall be required to agree that, as soon as practicable possible after 11:00 a.m. (London time) on each LIBOR Determination Date (as defined in Schedule B attached hereto)Date, but in no event later than 11:00 a.m. (New York London time) on the London Banking Business Day immediately following each LIBOR Determination Date, the Calculation Agent shall will calculate LIBOR the distribution rate (rounded to the nearest cent, with half a cent being rounded upwards) for the next Interest Accrual Period related Distribution Date, and will communicate such rates rate and amount to the IssuerDepositor, the Co-Issuer, the Trustee, the Loan Obligation Manager, the each Paying Agent and, if any Note is in and the form of a Regulation S Global Security, to Euroclear and Clearstream, LuxembourgDepositary. The Calculation Agent shall will also specify to the Issuer and the Co-Issuer Administrative Trustees the quotations upon which LIBOR is basedthe foregoing rates and amounts are based and, and in any event event, the Calculation Agent shall notify the Issuer and the Co-Issuer Administrative Trustees before 5:00 p.m. (New York London time) on each LIBOR Determination Date if it has not determined and is not of its determination of One-Month LIBOR for the next succeeding Distribution Period in the process of determining LIBOR accordance with Schedule A hereto and the Interest Distribution Amounts for each Class manner and calculation of Notesthe foregoing rates and amounts, together with the its reasons therefor. The Calculation Agent’s determination of the Class A Rate, Class B Rate foregoing rates and Class C Rate and amounts for any Distribution Date will (in the related Class A Interest Distribution Amount, Class B Interest Distribution Amount and Class C Interest Distribution Amount, respectively, by the Calculation Agent shall, absent absence of manifest error, ) be final and binding on upon all parties. For the sole purpose of calculating the distribution rate for the Trust Securities for any Distribution Periods ending after May 25, 2047, “Business Day” shall be defined as any day on which dealings in deposits in Dollars are transacted in the London interbank market.

Calculation Agent. (a) The Issuer and the Co-Issuer hereby agree agrees that for so long as any Notes remain Floating Rate Note remains Outstanding there shall will at all times be an agent appointed (which does not control or is not controlled or under common control with the Issuer or its Affiliates or the Collateral Manager or its Affiliates) to calculate LIBOR the Benchmark in respect of each Interest Accrual Period in accordance with the terms definition of Schedule B attached hereto Benchmark (the “Calculation Agent”). The Issuer and hereby appoints the Co-Issuer initially have appointed the Trustee Collateral Administrator as Calculation Agent for purposes of determining LIBOR for each Interest Accrual PeriodAgent. The Calculation Agent may be removed by the Issuer or the Collateral Manager, on behalf of the Issuer, at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Loan Obligation Manager, the Noteholders and the Rating Agencies. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer, or if the Calculation Agent fails to determine LIBOR Issuer or the Interest Distribution Amount for any Class Collateral Manager, on behalf of Notes for any Interest Accrual Periodthe Issuer, the Issuer shall or the Collateral Manager, on behalf of the Issuer, will promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuer or its AffiliatesAffiliates or the Collateral Manager or its Affiliates and provide notice thereof to the Trustee and the Collateral Administrator. The Calculation Agent may not resign its duties or be removed without a successor having been duly appointed. If no successor Calculation Agent shall have been appointed within 30 days after giving of a notice of resignation, the resigning Calculation Agent, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation Agent. (b) The Calculation Agent shall be required to agree (and the Collateral Administrator as Calculation Agent agrees under the Collateral Administration Agreement) that, as soon as practicable possible after 11:00 a.m. (London time) time on each LIBOR Interest Determination Date (as defined in Schedule B attached hereto)Date, but in no event later than 11:00 a.m. (New York time) time on the London Banking Day or U.S. Government Securities Business Day, as applicable, immediately following each LIBOR Interest Determination Date, the Calculation Agent shall will calculate LIBOR for the next Interest Rate applicable to each Class of Floating Rate Secured Notes during the related Interest Accrual Period and the Note Interest Amount (in each case, rounded to the nearest cent, with half a cent being rounded upward) payable on the related Payment Date in respect of the related Interest Accrual Period. At such time, the Calculation Agent will communicate such rates and amounts to the Issuer, the Co-IssuerTrustee, each Paying Agent, the Trustee, the Loan Obligation Collateral Manager, the Paying Agent andDTC, if any Note is in the form of a Regulation S Global Security, to Euroclear and Clearstream, Luxembourg. The Calculation Agent shall will also specify to the Issuer and the Co-Issuer the quotations upon which LIBOR is based, and in any event the Calculation Agent shall notify the Issuer and the Co-Issuer before 5:00 p.m. (New York time) on each LIBOR every Interest Determination Date if it has not determined and is not in the process of determining LIBOR and the any such Interest Distribution Amounts for each Class of Notes, Rate or Note Interest Amount together with the its reasons therefor. The Calculation Agent’s determination of the Class A Rate, Class B Rate foregoing rates and Class C Rate and amounts for any Interest Accrual Period will (in the related Class A Interest Distribution Amount, Class B Interest Distribution Amount and Class C Interest Distribution Amount, respectively, by the Calculation Agent shall, absent absence of manifest error, ) be final and binding on upon all parties.

Calculation Agent. (a) The Issuer and the Co-Issuer hereby agree that for so long as any Notes remain Outstanding there shall at all times be an agent appointed to calculate LIBOR in respect of each Interest Accrual Period in accordance with the terms of Schedule B attached F hereto (the “"Calculation Agent”"). The Issuer and the Co-Issuer have initially have appointed the Trustee as Calculation Agent for purposes of determining LIBOR for each Interest Accrual Period. The Calculation Agent may be removed by the Issuer and the Co-Issuer at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Loan Obligation Collateral Manager, each Hedge Counterparty, the Noteholders and the each Rating AgenciesAgency. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer, or if Issuer and the Calculation Agent fails to determine LIBOR or the Interest Distribution Amount for any Class Co-Issuer in respect of Notes for any Interest Accrual Period, the Issuer shall and the Co-Issuer shall, with the prior written consent of each Hedge Counterparty, promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuer or its Affiliatesthe Co-Issuer. The Calculation Agent may not resign its duties without a successor having been duly appointed, and shall promptly inform the Hedge Counterparty of any such appointment. If no successor Calculation Agent shall have been appointed within 30 days after giving of a notice of resignation, the resigning Calculation Agent, each Hedge Counterparty, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation Agent. (b) The Calculation Agent shall be required to agree that, as soon as practicable after 11:00 a.m. (London time) on each LIBOR Determination Date (as defined in Schedule B attached F hereto), but in no event later than 11:00 a.m. (New York time) on the London Banking Day immediately following each LIBOR Determination Date, the Calculation Agent shall calculate (x) LIBOR for the next Interest Accrual Period and (y) the amount of interest for such Interest Accrual Period payable in respect of each U.S. $1,000 principal amount of each Class of Notes (rounded to the nearest cent, with half a cent being rounded upward) on the related Payment Date, and will communicate such rates and amounts to the Issuer, the Co-Issuer, the Trustee, the Loan Obligation Collateral Manager, the Paying Agent Agent, each Hedge Counterparty and, if any Floating Rate Note is in the form of a Regulation S Global Security, to Euroclear and Clearstream, Luxembourg. The Calculation Agent shall also specify to the Issuer and the Co-Issuer the quotations upon which LIBOR is based, and in any event the Calculation Agent shall notify the Issuer and the Co-Issuer before 5:00 p.m. (New York time) on each LIBOR Determination Date if it has not determined and is not in the process of determining LIBOR and the Interest Distribution Amounts for each Class of Notes, together with the reasons therefor. The determination of the Class A Rate, Class B Rate, Class C Rate and Class C D Rate and the related Class A Interest Distribution Amount, Class B Interest Distribution Amount, Class C Interest Distribution Amount and Class C D Interest Distribution Amount, respectively, by the Calculation Agent shall, absent manifest error, be final and binding on all parties.

Calculation Agent. (a) The Issuer and the Co-Issuer hereby agree agrees that for so long as any Notes remain of the Floating Rate Debt remains Outstanding there shall will at all times be an a calculation agent appointed to calculate LIBOR the Benchmark in respect of each Interest Accrual Period in accordance with the terms of Schedule B attached hereto (the “Calculation Agent”). The Issuer and the Co-Issuer initially have appointed the Trustee as Calculation Agent for purposes appointed by the Issuer must be a bank that does not control, is not controlled by and is not under common control with, the Issuer or any of determining LIBOR for each Interest Accrual Periodtheir respective Affiliates. The Calculation Agent may be removed by the Issuer at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Loan Obligation Manager, the Noteholders and the Rating Agencies. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer, or if the Calculation Agent fails to determine LIBOR or any of the Interest Distribution Amount for any Class information, as described in subsection (b) below, in respect of Notes for any Interest Accrual Period, the Issuer shall promptly appoint as a replacement Calculation Agent a the London office of another leading bank which is engaged in transactions in Eurodollar deposits in meeting the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuer or its Affiliatesqualifications set forth above to act as Calculation Agent. The Calculation Agent may not resign its duties without a successor having been duly appointed. If no successor The Issuer hereby appoints the Collateral Administrator as the initial Calculation Agent shall have been appointed within 30 days after giving for purposes of a notice of resignation, determining the resigning Calculation Agent, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction Benchmark for the appointment of a successor Calculation Agenteach Interest Accrual Period. (b) The While the Benchmark is Term SOFR, the Calculation Agent shall be required to agree that, as soon as practicable after 11:00 a.m. (London 6:00 a.m., New York City time) , on each LIBOR Interest Determination Date (as defined in Schedule B attached hereto)Date, but in no event later than 11:00 a.m. (5:00 p.m., New York City time) , on the London Banking Day immediately following each LIBOR such Interest Determination Date, the Calculation Agent shall calculate LIBOR the interest rate applicable to each Class of Floating Rate Debt for the next following Interest Accrual Period Period, and will shall as soon as practicable but in no event later than 5:00 p.m., New York City time, on such Interest Determination Date, communicate such rates rates, and the amount of interest payable on the next Payment Date in respect of each Class of Floating Rate Debt, with a principal amount of $100,000 (rounded to the nearest cent, with half a cent being rounded upwards), to the Issuer, the Co-Issuer, the Collateral Trustee, the Loan Obligation Agent, the Asset Manager, the Euroclear, Clearstream and each Paying Agent and, if any Note is in the form of a Regulation S Global Security, to Euroclear and Clearstream, Luxembourg. Agent. (c) The Calculation Agent shall also specify to the Issuer and the Co-Issuer the quotations upon which LIBOR is based, and in any event the Calculation Agent shall notify the Issuer and the Co-Issuer before 5:00 p.m. (New York City time) on each LIBOR Interest Determination Date if that either: (i) it has determined or is in the process of determining each of the Floating Rate Debt Interest Rates and each of the Debt Interest Amounts or (ii) it has not determined and is not in the process of determining LIBOR each of the Floating Rate Debt Interest Rates and each of the Debt Interest Distribution Amounts for each Class of NotesAmounts, together with the its reasons therefor. The determination . (d) In connection with the adoption of any Alternative Reference Rate, the Asset Manager will specify the qualifications for the Calculation Agent and procedures for the calculation and reporting of the Class A Alternative Reference Rate, Class B Rate and Class C Rate and which may replace those in Section 7.18(b). (e) The establishment of the related Class A Interest Distribution Amount, Class B Interest Distribution Amount and Class C Interest Distribution Amount, respectively, Benchmark on each Benchmark Determination Date by the Calculation Agent shall, absent and its calculation of the Debt Interest Rate applicable to each Class of Floating Rate Debt for the related Interest Accrual Periods will (in the absence of manifest error, ) be final and binding on the Issuer, the Collateral Trustee, the Loan Agent, the Paying Agents, the Asset Manager and all partiesHolders. The Calculation Agent shall not be held liable for any loss, liability or expense incurred without gross negligence, willful misconduct or bad faith on its part arising out of or in connection with the performance of its obligations hereunder. (f) None of the Collateral Trustee, the Loan Agent, the Paying Agent, the Collateral Administrator or the Calculation Agent shall be under any obligation to (i) monitor, determine or verify the unavailability or cessation of Term SOFR (or any 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, identify or designate any alternative reference rate index (including any Alternative Reference Rate, Benchmark Replacement or Fallback Rate), or other Benchmark or other successor or replacement benchmark index, or whether any conditions to the designation of such a rate have been satisfied, (iii) to select, determine, identify or designate any Reference Rate Modifier, Benchmark Replacement Adjustment, or other modifier to any replacement or successor index, or (iv) to determine whether or what Benchmark Replacement Conforming Changes or other changes, administrative procedures or modifications to this Indenture may be necessary or advisable in respect of the determination and implementation of any alternative reference rate index (including any Alternative Reference Rate, Benchmark Replacement or Fallback Rate), if any, in connection with any of the foregoing. (g) None of the Collateral Trustee, the Loan Agent, the Paying Agent, the Collateral Administrator 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 Indenture as a result of the unavailability of Term SOFR (or other applicable Benchmark) and absence of a designated replacement Benchmark or Alternative Reference Rate, including as a result of any inability, delay, error or inaccuracy on the part of any other Transaction Party, including without limitation the Asset Manager, in providing any direction, instruction, notice or information required or contemplated by the terms of this Indenture and reasonably required for the performance of such duties. The Collateral Administrator and the Calculation Agent shall be entitled to rely upon direction provided by the Issuer or the Asset Manager facilitating or specifying administrative procedures with respect to the calculation of any non-Term SOFR Benchmark. With respect of any Interest Determination Date, the Calculation Agent shall have no liability for the application of Term SOFR as determined on the previous Interest Determination Date if so required under the definition of “Term SOFR” under this Indenture. (h) None of the Collateral Trustee, the Loan Agent, the Paying Agent, the Collateral Administrator or the Calculation Agent shall have any liability for any interest rate published by any publication that is the source for determining the interest rates of the Floating Rate Debt, including but not limited to the Bloomberg Financial Markets Commodities News (or any successor source), or for any rates compiled by the Loan Syndications and Trading Association or the Alternative Reference Rates Committee (or any successor organization), 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.

Calculation Agent. (a) The Issuer and the Co-Issuer hereby agree that for so long as any Notes remain Outstanding there shall at all times be an agent appointed to calculate LIBOR in respect of each Interest Accrual Period in accordance with the terms of Schedule B attached J hereto (the “"Calculation Agent”"). The Issuer and the Co-Issuer have initially have appointed the Trustee as Calculation Agent for purposes of determining LIBOR for each Interest Accrual Period. The Calculation Agent may be removed by the Issuer and the Co-Issuer at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Loan Obligation Collateral Manager, each Hedge Counterparty, the Noteholders and the each Rating AgenciesAgency. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer, or if Issuer and the Calculation Agent fails to determine LIBOR or the Interest Distribution Amount for any Class Co-Issuer in respect of Notes for any Interest Accrual Period, the Issuer shall and the Co-Issuer shall, with the prior written consent of each Hedge Counterparty, promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuer or its Affiliatesthe Co-Issuer. The Calculation Agent may not resign its duties without a successor having been duly appointed, and shall promptly inform the Hedge Counterparty of any such appointment. If no successor Calculation Agent shall have been appointed within 30 days after giving of a notice of resignation, the resigning Calculation Agent, each Hedge Counterparty, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation Agent. (b) The Calculation Agent shall be required to agree that, as soon as practicable after 11:00 a.m. (London time) on each LIBOR Determination Date (as defined in Schedule B attached J hereto), but in no event later than 11:00 a.m. (New York time) on the London Banking Day immediately following each LIBOR Determination Date, the Calculation Agent shall calculate (x) LIBOR for the next Interest Accrual Period and (y) the amount of interest for such Interest Accrual Period payable in respect of each U.S. $1,000 principal amount of each Class of Notes (rounded to the nearest cent, with half a cent being rounded upward) on the related Payment Date, and will communicate such rates and amounts to the Issuer, the Co-Issuer, the Trustee, the Loan Obligation Collateral Manager, the Paying Agent Agent, each Hedge Counterparty and, if any Floating Rate Note is in the form of a Regulation S Global Security, to Euroclear and Clearstream, Luxembourg. The Calculation Agent shall also specify to the Issuer and the Co-Issuer the quotations upon which LIBOR is based, and in any event the Calculation Agent shall notify the Issuer and the Co-Issuer before 5:00 p.m. (New York time) on each LIBOR Determination Date if it has not determined and is not in the process of determining LIBOR and the Interest Distribution Amounts for each Class of Notes, together with the reasons therefor. The determination of the Class A A-1 Rate, Class A-2 Rate, Class B Rate, Class C Rate, Class D Rate, Class E Rate, Class F Rate, Class G Rate and Class C H Rate and the related Class A A-1 Interest Distribution Amount, Class A-2 Interest Distribution Amount, Class B Interest Distribution Amount, Class C Interest Distribution Amount, Class D Interest Distribution Amount, Class E Interest Distribution Amount, Class F Interest Distribution Amount, Class G Interest Distribution Amount and Class C H Interest Distribution Amount, respectively, by the Calculation Agent shall, absent manifest error, be final and binding on all parties.

Calculation Agent. (a) The Issuer and the Co-Issuer hereby agree agrees that for so long as any Secured Notes remain Outstanding there shall will at all times be an agent appointed (which does not control or is not controlled or under common control with the Issuer or the Collateral Manager or its Affiliates) to calculate LIBOR the Benchmark in respect of each Interest Accrual Period (or, in the case of the first Interest Accrual Period, each portion thereof) in accordance with the terms definition of Schedule B attached hereto “Benchmark” (the “Calculation Agent”). The Issuer and hereby appoints the Co-Issuer initially have appointed the Trustee Collateral Administrator as Calculation Agent for purposes of determining LIBOR for each Interest Accrual PeriodAgent. The Calculation Agent may be removed by the Issuer or the Collateral Manager, on behalf of the Issuer, at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Loan Obligation Manager, the Noteholders and the Rating Agencies. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer or the Collateral Manager, on behalf of the Issuer, or if the Calculation Agent fails to determine LIBOR or the Interest Distribution Amount for any Class as described in sub-section (b), in respect of Notes for any Interest Accrual Period, the Issuer shall or the Collateral Manager, on behalf of the Issuer, will promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuer or its Affiliates or the Collateral Manager or its Affiliates. The Calculation Agent may not resign its duties or be removed without a successor having been duly appointed. If no successor Calculation Agent shall have been appointed within 30 days after giving of a notice of resignation, the resigning Calculation Agent, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation Agent. (b) The Calculation Agent shall be required to agree (and the Collateral Administrator as Calculation Agent does hereby agree) that, on each Interest Determination Date, as soon as practicable after 11:00 a.m. (London time) on each LIBOR Determination Date (as defined in Schedule B attached hereto), possible but in no event later than 11:00 a.m. (5:00 p.m. New York time) time on the London Banking Day immediately following each LIBOR such Interest Determination Date, the Calculation Agent shall calculate LIBOR for the next Interest Rate applicable to each Class of Secured Notes during the related Interest Accrual Period and the Note Interest Amount (in each case, rounded to the nearest cent, with half a cent being rounded upward) payable on the related Payment Date in respect of such Class of Secured Notes in respect of the related Interest Accrual Period. At such time, the Calculation Agent will communicate such rates and amounts to the Issuer, the Co-Issuer, the Trustee, the Loan Obligation Paying Agent, the Collateral Manager, the Paying Agent and, if any Note is in the form of a Regulation S Global Security, to Euroclear and Clearstream, Luxembourg. The Calculation Agent shall will also specify to the Issuer and the Co-Issuer the quotations upon which LIBOR is the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer and the Co-Issuer before 5:00 p.m. (New York time) on each LIBOR every Interest Determination Date if it has not determined and is not in the process of determining LIBOR and the any such Interest Distribution Amounts for each Class of Notes, Rate or Note Interest Amount together with the its reasons therefor. The Calculation Agent’s determination of the Class A Rate, Class B Rate foregoing rates and Class C Rate and amounts for any Interest Accrual Period will (in the related Class A Interest Distribution Amount, Class B Interest Distribution Amount and Class C Interest Distribution Amount, respectively, by the Calculation Agent shall, absent absence of manifest error, ) be final and binding on upon all parties. (c) Neither the Trustee nor the Calculation Agent shall have any liability or responsibility for the determination (other than the calculation of such rate once such applicable rate has been selected), selection or verification of a Benchmark or the Fallback Rate or any Base Rate Modifier, or whether the conditions for the designation of any such rate or adjustment have been satisfied. The Trustee and the Calculation Agent shall be entitled to rely upon the Collateral Manager’s designation of any such rate and shall have no liability for any failure or delay in performing its duties hereunder as a result of the unavailability of a base rate as described herein and shall have no obligation to calculate any Fallback Rate to the extent it is incapable of implementing operationally.

Calculation Agent. (a) The Issuer and the Co-Issuer hereby agree agrees that for so long as any Class of Floating Rate Notes remain Outstanding there shall will at all times be an agent appointed (which does not control or is not controlled or under common control with the Issuer or its Affiliates or the Collateral Manager or its Affiliates) to calculate LIBOR the Benchmark in respect of each Interest Accrual Period in accordance with the terms definition of Schedule B attached hereto Benchmark (the “Calculation Agent”). The Issuer and hereby appoints the Co-Issuer initially have appointed the Trustee Collateral Administrator as Calculation Agent for purposes of determining LIBOR for each Interest Accrual PeriodAgent. The Calculation Agent may be removed by the Issuer or the Collateral Manager, on behalf of the Issuer, at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Loan Obligation Manager, the Noteholders and the Rating Agencies. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer or the Collateral Manager on behalf of the Issuer, or if the Calculation Agent fails to determine LIBOR or the Interest Distribution Amount for any Class as described in sub-section (b), in respect of Notes for any Interest Accrual Period, the Issuer shall or the Collateral Manager, on behalf of the Issuer, will promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuer or its Affiliates or the Collateral Manager or its Affiliates. The Calculation Agent may not resign its duties or be removed without a successor having been duly appointed. If no successor Calculation Agent shall have been appointed within 30 days after giving of a notice of resignation, the resigning Calculation Agent, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation Agent. (b) The Calculation Agent shall be required to agree (and the Collateral Administrator as Calculation Agent does hereby agree) that, as soon as practicable possible after 11:00 a.m. (London time) 5:00 p.m. New York time on each LIBOR Interest Determination Date (as defined in Schedule B attached hereto)Date, but in no event later than 11:00 a.m. (5:00 p.m. New York time) time on the London Banking U.S. Government Securities Business Day immediately following each LIBOR Interest Determination Date, the Calculation Agent shall will calculate LIBOR for the next Interest Rate applicable to each Class of Floating Rate Notes during the related Interest Accrual Period and the Note Interest Amount (in each case, rounded to the nearest cent, with half a cent being rounded upward) payable on the related Payment Date in respect of such Class of Floating Rate Notes in respect of the related Interest Accrual Period. At such time, the Calculation Agent will communicate such rates and amounts to the Issuer, the Co-IssuerTrustee, each Paying Agent, the Trustee, the Loan Obligation Collateral Manager, the Paying Agent and, if any Note is in the form of a Regulation S Global Security, to Euroclear and Clearstream, Luxembourg. The Calculation Agent shall will also specify to the Issuer and the Co-Issuer the quotations upon which LIBOR is based, and in any event the Calculation Agent shall notify the Issuer and the Co-Issuer before 5:00 p.m. (New York time) on each LIBOR Determination Date if it has not determined and is not in the process of determining LIBOR and the any such Interest Distribution Amounts for each Class of Notes, Rate or Note Interest Amount together with the its reasons therefor. The Calculation Agent’s determination of the Class A Rate, Class B Rate foregoing rates and Class C Rate and amounts for any Interest Accrual Period will (in the related Class A Interest Distribution Amount, Class B Interest Distribution Amount and Class C Interest Distribution Amount, respectively, by the Calculation Agent shall, absent absence of manifest error, ) be final and binding on upon all parties. (c) The Calculation Agent and the Trustee shall have no responsibility or liability for electing, determining or verifying any non-Term SOFR Rate including, without limitation, (i) determining whether such rate is a Fallback Rate, (ii) electing to apply any alternative rate (including any Fallback Rate) and (iii) determining whether the conditions to the designation of a Fallback Rate have been satisfied.

Calculation Agent. (a) The Issuer and the Co-Issuer Issuers hereby agree that for so long as any Notes remain Floating Rate Note remains Outstanding there shall will at all times be an agent appointed (which does not control or is not controlled or under common control with the Issuers or their Affiliates or the Collateral Manager or its Affiliates) to calculate LIBOR the Reference Rate in respect of each Interest Accrual Period in accordance with the terms definition of Schedule B attached hereto Reference Rate (the “Calculation Agent”). The Issuer and Issuers hereby appoint the Co-Issuer initially have appointed the Trustee Collateral Administrator as Calculation Agent for purposes of determining LIBOR for each Interest Accrual PeriodAgent. The Calculation Agent may be removed by the Issuer Issuers or the Collateral Manager, on behalf of the Issuers, at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Loan Obligation Manager, the Noteholders and the Rating Agencies. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer, or if the Calculation Agent fails to determine LIBOR Issuers or the Interest Distribution Amount for any Class Collateral Manager, on behalf of Notes for any Interest Accrual Periodthe Issuers, the Issuer shall Issuers or the Collateral Manager, on behalf of the Issuers, will promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuer or its AffiliatesAffiliates or the Collateral Manager or its Affiliates and provide notice thereof to the Trustee and the Collateral Administrator. The Calculation Agent may not resign its duties or be removed without a successor having been duly appointed. If no successor Calculation Agent shall have been appointed within 30 days after giving of a notice of resignation, the resigning Calculation Agent, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation Agent. (b) The Calculation Agent shall be required to agree (and the Collateral Administrator as Calculation Agent agrees under the Collateral Administration Agreement) that, as soon as practicable possible after 11:00 a.m. (London time) time on each LIBOR Interest Determination Date (as defined in Schedule B attached hereto)Date, but in no event later than 11:00 a.m. (New York time) time on the London Banking Day or U.S. Government Securities Business Day, as applicable, immediately following each LIBOR Interest Determination Date, the Calculation Agent shall will calculate LIBOR for the next Interest Rate applicable to each Class of Floating Rate Notes during the related Interest Accrual Period and the Note Interest Amount (in each case, rounded to the nearest cent, with half a cent being rounded upward) payable on the related Payment Date in respect of the related Interest Accrual Period. At such time, the Calculation Agent will communicate such rates and amounts to the Issuer, the Co-IssuerTrustee, each Paying Agent, the Trustee, the Loan Obligation Collateral Manager, the Paying Agent andDTC, if any Note is in the form of a Regulation S Global Security, to Euroclear and Clearstream, Luxembourg. The Calculation Agent shall will also specify to the Issuer and the Co-Issuer the quotations upon which LIBOR is based, and in any event the Calculation Agent shall notify the Issuer and the Co-Issuer before 5:00 p.m. (New York time) on each LIBOR every Interest Determination Date if it has not determined and is not in the process of determining LIBOR and the any such Interest Distribution Amounts for each Class of Notes, Rate or Note Interest Amount together with the its reasons therefor. The Calculation Agent’s determination of the Class A Rate, Class B Rate foregoing rates and Class C Rate and amounts for any Interest Accrual Period will (in the related Class A Interest Distribution Amount, Class B Interest Distribution Amount and Class C Interest Distribution Amount, respectively, by the Calculation Agent shall, absent absence of manifest error, ) be final and binding on upon all parties.

Calculation Agent. (a) The Issuer and In the Co-Issuer hereby agree case of any Series of Notes that for so long as any Notes remain Outstanding there shall at all times be an agent appointed to calculate LIBOR in respect require the appointment of each Interest Accrual Period in accordance with the terms of Schedule B attached hereto (the “a Calculation Agent”, the Fiscal Agent or, as the case may be, the Registrar shall act as Calculation Agent, unless the relevant Dealer(s) or (in the case of a syndicated issue) the Lead Manager requests the Issuer to appoint one of such Dealer(s) or Lead Manager, or a person nominated by such Dealer(s) or Lead Manager (a "Nominee"). The Issuer and the Co-Issuer initially have appointed the Trustee , as Calculation Agent for purposes such Series. (b) Should such a request be made to the Issuer by the relevant Dealer(s) or (in the case of determining LIBOR for each Interest Accrual Perioda syndicated issue) the Lead Manager as aforesaid, the appointment of the relevant Dealer or Lead Manager shall be automatic upon the issue of the relevant Series of Notes, and shall, except as agreed, be on the same terms set out in the Calculation Agency Agreement attached as Schedule 1 to the Agency Agreement, and no further action shall be required to effect the appointment of the relevant Dealer or, Lead Manager as Calculation Agent in relation to that Series of Notes, and the Schedule to the Calculation Agency Agreement shall be deemed to be duly annotated to include such Series. The Calculation Agent may name of the Dealer or Lead Manager so appointed will be removed by entered in the applicable Pricing Supplement. (c) Should a request be made to the Issuer at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Loan Obligation Manager, the Noteholders and the Rating Agencies. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer, or if the Calculation Agent fails to determine LIBOR or the Interest Distribution Amount for any Class of Notes for any Interest Accrual Period, the Issuer shall promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuer or its Affiliates. The Calculation Agent may not resign its duties without a successor having been duly appointed. If no successor Calculation Agent shall have been appointed within 30 days after giving of a notice of resignation, the resigning Calculation Agent, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation Agent. (b) The Nominee as the Calculation Agent as aforesaid, the Nominee shall agree with the Issuer in writing to its appointment as Calculation Agent on the terms of the form of Calculation Agency Agreement set out in Schedule 1 to the Agency Agreement and no further action shall be required to agree that, effect the appointment of the Nominee as soon as practicable after 11:00 a.m. (London time) on each LIBOR Determination Date (as defined in Schedule B attached hereto), but in no event later than 11:00 a.m. (New York time) on the London Banking Day immediately following each LIBOR Determination Date, the Calculation Agent shall calculate LIBOR for the next Interest Accrual Period and will communicate such rates in relation to the Issuer, the Co-Issuer, the Trustee, the Loan Obligation Manager, the Paying Agent and, if any Note is in the form of a Regulation S Global Security, to Euroclear and Clearstream, Luxembourg. The Calculation Agent shall also specify to the Issuer and the Co-Issuer the quotations upon which LIBOR is based, and in any event the Calculation Agent shall notify the Issuer and the Co-Issuer before 5:00 p.m. (New York time) on each LIBOR Determination Date if it has not determined and is not in the process of determining LIBOR and the Interest Distribution Amounts for each Class that Series of Notes, together with and the reasons thereforSchedule to the Calculation Agency Agreement shall be deemed to be duly annotated to include that Series. The determination name of the Class A Rate, Class B Rate and Class C Rate and Nominee so appointed will be entered in the related Class A Interest Distribution Amount, Class B Interest Distribution Amount and Class C Interest Distribution Amount, respectively, by the Calculation Agent shall, absent manifest error, be final and binding on all partiesapplicable Pricing Supplement.

Calculation Agent. (a) The Issuer and the Co-Issuer Borrower hereby agree agrees that for so long as any Notes remain Loan remains Outstanding there shall will at all times be an agent appointed (which does not control or is not controlled or under common control with the Borrower or its Affiliates or the Collateral Manager or its Affiliates) to calculate LIBOR the Benchmark in respect of each Interest Accrual Period in accordance with the terms definition of Schedule B attached hereto Benchmark (the “Calculation Agent”). The Issuer and Borrower hereby appoints the Co-Issuer initially have appointed the Trustee Collateral Administrator as Calculation Agent for purposes of determining LIBOR for each Interest Accrual PeriodAgent. The Calculation Agent may be removed by the Issuer Borrower or the Collateral Manager, on behalf of the Borrower, at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Loan Obligation Manager, the Noteholders and the Rating Agencies. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer, or if the Calculation Agent fails to determine LIBOR Borrower or the Interest Distribution Amount for any Class Collateral Manager, on behalf of Notes for any Interest Accrual Periodthe Borrower, the Issuer shall Borrower or the Collateral Manager, on behalf of the Borrower, will be required to appoint promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or and is not controlled by or under common control with the Issuer Borrower, the Collateral Manager or its Affiliatestheir respective Affiliates and provide notice thereof to the Collateral Trustee and the Collateral Administrator. The Calculation Agent may not resign its duties or be removed without a successor having been duly appointed. If no successor Calculation Agent shall have been appointed within 30 days after giving of a notice of resignation, the resigning Calculation Agent, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation Agent. (b) The Calculation Agent shall be required to agree (and the Collateral Administrator as Calculation Agent agrees under the Collateral Administration Agreement) that, as soon as practicable possible after 11:00 a.m. (London time) 5:00 p.m. New York time on each LIBOR Interest Determination Date (as defined in Schedule B attached hereto)Date, but in no event later than 11:00 a.m. (5:00 p.m. New York time) time on the London Banking U.S. Government Securities Business Day immediately following each LIBOR Interest Determination Date, the Calculation Agent shall will calculate LIBOR for the next Interest Rate applicable to each Class of Floating Rate Debt during the related Interest Accrual Period (or, for the first Interest Accrual Period, during the related Notional Accrual Period) and the Debt Interest Amount (in each case, rounded to the nearest cent, with half a cent being rounded upward) payable on the related Payment Date in respect of such Class of Floating Rate Debt in respect of the related Interest Accrual Period or the related Notional Accrual Period, as applicable. At such time, the Calculation Agent will communicate such rates and amounts to the IssuerBorrower, the Co-Issuer, the Collateral Trustee, the Loan Obligation Agent (to be forwarded by the Loan Agent to the Lenders), each Paying Agent, the Collateral Manager, the Paying Agent andDTC, if any Note is in the form of a Regulation S Global Security, to Euroclear and Clearstream, Luxembourg. The Calculation Agent shall will also specify to the Issuer and the Co-Issuer Borrower the quotations upon which LIBOR is the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer and the Co-Issuer Borrower before 5:00 p.m. (New York time) on each LIBOR every Interest Determination Date if it has not determined and is not in the process of determining LIBOR and the any such Interest Distribution Amounts for each Class of Notes, Rate or Debt Interest Amount together with the its reasons therefor. The Calculation Agent’s determination of the Class A Rate, Class B Rate foregoing rates and Class C Rate and amounts for any Interest Accrual Period or Notional Accrual Period will (in the related Class A Interest Distribution Amount, Class B Interest Distribution Amount and Class C Interest Distribution Amount, respectively, by the Calculation Agent shall, absent absence of manifest error, ) be final and binding on upon all parties.

Calculation Agent. (a) The Issuer and the Co-Issuer Issuers hereby agree that for so long as any of the Notes remain Outstanding there shall will at all times be an agent appointed to calculate LIBOR or any other specified interest rate (including the “swap rate” for any applicable term) in respect of each Interest Accrual Period (or other applicable period) in accordance with the terms of Schedule B attached hereto each Supplemental Indenture relating to any Notes that remain Outstanding (the “Calculation Agent”). The Issuer and the Co-Issuer initially have appointed Issuers hereby appoint the Indenture Trustee as Calculation Agent for purposes of determining LIBOR or any other specified interest rate (including the “swap rate” for any applicable term) for each Interest Accrual Period. Period (or other applicable period) and the Indenture Trustee hereby accepts such appointment. (b) The Calculation Agent may be removed by the Issuer Co-Issuers at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Loan Obligation Manager, the Noteholders and the Rating Agencies. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer, or if the Calculation Agent fails to determine LIBOR or the Interest Distribution Amount for any Class of Notes for any Interest Accrual PeriodCo-Issuers, the Issuer Co-Issuers shall promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar Dollar deposits in the international Eurodollar Dollar market and which does not control or is not controlled by or under common control with an Affiliate of any of the Issuer or its AffiliatesCo-Issuers. The Calculation Agent may shall not resign its duties without a successor having been duly appointed. If no successor Calculation Agent shall have been appointed within 30 days after giving of a notice of resignation, the resigning Calculation Agent, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation Agent. (bc) The Calculation Agent shall be required to agree (and the Indenture Trustee, in its capacity as Calculation Agent, does hereby agree) that, as soon as practicable after 11:00 a.m. (London time) on each LIBOR Rate Determination Date (as defined in Schedule B attached hereto)Date, but in no event later than 11:00 a.m. (New York time) on the London Banking Business Day immediately following each LIBOR Rate Determination Date, the Calculation Agent shall calculate LIBOR the Series Interest Rate relating to each Series of Notes for the next Interest Accrual Period and will the Series Interest Payment Amount relating to each Series of Notes, each as applicable (in each case rounded to the nearest cent, with half a cent being rounded upward) on the related Payment Date, and shall communicate such rates and amounts to the Issuer, the Co-IssuerIssuers, the Indenture Trustee, the Loan Obligation ManagerInsurers, the if any, each Paying Agent and, if any Note Series of Notes is in the form of a Regulation S Global SecurityNote, to DTC, Euroclear and Clearstream, Luxembourg. The Calculation Agent shall also specify to the Issuer and the Co-Issuer Issuers and to each Insurer, if any, the quotations upon which LIBOR each Series Interest Rate is based, and in any event the Calculation Agent shall notify the Issuer and the Co-Issuer Issuers before 5:00 p.m. (New York time) on each LIBOR Rate Determination Date if it has not determined and is not in the process of determining LIBOR and Series Interest Rate, the Series Interest Distribution Amounts for each Class of NotesPayment Amount, together with the its reasons therefor. The determination of the Class A Rate, Class B Rate and Class C Series Interest Rate and the related Class A Series Interest Distribution Payment Amount, Class B Interest Distribution Amount and Class C Interest Distribution Amount, respectivelyas applicable, by the Calculation Agent shall, absent manifest error, be final and binding on all parties.

Calculation Agent. (a) The Issuer and the Co-Issuer hereby agree agrees that for so long as any Secured Notes remain remains Outstanding there shall will at all times be an agent appointed (which does not control or is not controlled or under common control with the Issuer or its Affiliates or the Collateral Manager or its Affiliates) to calculate LIBOR in respect of each Interest Accrual Period (or portion thereof) in accordance with the terms of Schedule B attached hereto hereof (the “Calculation Agent”). The Issuer and hereby appoints the Co-Issuer initially have appointed the Trustee Collateral Administrator as Calculation Agent for purposes of determining LIBOR for each Interest Accrual PeriodAgent. The Calculation Agent may be removed by the Issuer or the Collateral Manager, on behalf of the Issuer, at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Loan Obligation Manager, the Noteholders and the Rating Agencies. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer or the Collateral Manager, on behalf of the Issuer, or if the Calculation Agent fails to determine LIBOR or the Interest Distribution Amount for any Class in respect of Notes for any Interest Accrual Period, the Issuer shall or the Collateral Manager, on behalf of the Issuer, will promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuer or its Affiliates or the Collateral Manager or its Affiliates. The Calculation Agent may not resign its duties or be removed without a successor having been duly appointed. If no successor Calculation Agent shall have been appointed within 30 days after giving of a notice of resignation, the resigning Calculation Agent, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation Agent. (b) The Calculation Agent shall be required to agree (and the Collateral Administrator as Calculation Agent does hereby agree) that, as soon as practicable possible after 11:00 a.m. (London time) time on each LIBOR Interest Determination Date (as defined in Schedule B attached hereto)Date, but in no event later than 11:00 a.m. (New York time) time on the London Banking Day immediately following each LIBOR Interest Determination Date, the Calculation Agent shall will calculate LIBOR for the next Interest Rate applicable to each Class of Floating Rate Notes during the related Interest Accrual Period (or portion thereof) and the Notes Interest Amount (in each case, rounded to the nearest cent, with half a cent being rounded upward) payable on the related Payment Date in respect of such Class of Floating Rate Notes in respect of the related Interest Accrual Period. At such time, the Calculation Agent will communicate such rates and amounts to the Issuer, the Co-IssuerTrustee, each Paying Agent, the Trustee, the Loan Obligation Collateral Manager, the Paying Agent and, if any Note is in the form of a Regulation S Global Security, to Euroclear and Clearstream, Luxembourg. The Calculation Agent shall will also specify to the Issuer and the Co-Issuer the quotations upon which LIBOR is the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer and the Co-Issuer before 5:00 p.m. (New York time) on each LIBOR every Interest Determination Date if it has not determined and is not in the process of determining LIBOR and the any such Interest Distribution Amounts for each Class of Notes, Rate or Note Interest Amount together with the its reasons therefor. The Calculation Agent’s determination of the Class A Rate, Class B Rate foregoing rates and Class C Rate and amounts for any Interest Accrual Period (or portion thereof) will (in the related Class A Interest Distribution Amount, Class B Interest Distribution Amount and Class C Interest Distribution Amount, respectively, by the Calculation Agent shall, absent absence of manifest error, ) be final and binding on upon all parties.

Calculation Agent. (a) The Issuer and 19.1 In the Co-Issuer hereby agree that for so long as case of any Notes remain Outstanding there shall at all times be an agent appointed to calculate LIBOR in respect Series of each Interest Accrual Period in accordance with Covered Bonds which requires the terms appointment of Schedule B attached hereto (the “a Calculation Agent”). The Issuer , the Issuing and the Co-Issuer initially have appointed the Trustee Paying Agent shall act as Calculation Agent for purposes of determining LIBOR for each Interest Accrual Period. The Calculation Agent unless the relevant Dealer or, as the case may be removed be, the Lead Manager and the Issuer agree to appoint that Dealer or Lead Manager, or a person nominated by the Issuer at any time. The Dealer or Lead Manager (a Nominee), as Calculation Agent may resign at any time by giving written notice thereof Agent. 19.2 Should a request be made to the Issuer, Issuer for the Co-Issuer, the Loan Obligation Manager, the Noteholders and the Rating Agencies. If appointment of that Dealer or Lead Manager as the Calculation Agent is unable or unwilling and the Issuer agrees to act such request, the appointment shall be automatic upon the issue of the relevant Series of Covered Bonds and shall, except as such or is removed by agreed, be on the Issuer, or if terms set out in the Calculation Agency Agreement set out in Schedule 1 to the Agency Agreement, and no further action shall be required to effect the appointment of the Dealer or Lead Manager as Calculation Agent fails in relation to determine LIBOR that Series of Covered Bonds, and the Schedule to the Calculation Agency Agreement shall be deemed to be duly annotated to include that Series. The name of the Dealer or Lead Manager so appointed will be entered in the Interest Distribution Amount for any Class of Notes for any Interest Accrual Period, applicable Final Terms Document or Pricing Supplement (as the case may be). 19.3 Should a request be made to the Issuer shall promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuer or its Affiliates. The Calculation Agent may not resign its duties without a successor having been duly appointed. If no successor Calculation Agent shall have been appointed within 30 days after giving of a notice of resignation, the resigning Calculation Agent, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation Agent. (b) The Nominee as the Calculation Agent and the Issuer agrees to such request, the Nominee shall agree with the Issuer in writing to its appointment as Calculation Agent on the terms set out in the Calculation Agency Agreement set out in Schedule 1 to the Agency Agreement and no further action shall be required to agree thateffect the appointment of the Nominee as Calculation Agent in relation to that Series of Covered Bonds, as soon as practicable after 11:00 a.m. (London time) on each LIBOR Determination Date and the Schedule to the Calculation Agency Agreement shall be deemed to be duly annotated to include that Series. The name of the Nominee so appointed will be entered in the applicable Final Terms Document or Pricing Supplement (as defined in Schedule B attached heretothe case may be), but in no event later than 11:00 a.m. (New York time) on the London Banking Day immediately following each LIBOR Determination Date, the Calculation Agent shall calculate LIBOR for the next Interest Accrual Period and will communicate such rates to the Issuer, the Co-Issuer, the Trustee, the Loan Obligation Manager, the Paying Agent and, if any Note is in the form of a Regulation S Global Security, to Euroclear and Clearstream, Luxembourg. The Calculation Agent shall also specify to the Issuer and the Co-Issuer the quotations upon which LIBOR is based, and in any event the Calculation Agent shall notify the Issuer and the Co-Issuer before 5:00 p.m. (New York time) on each LIBOR Determination Date if it has not determined and is not in the process of determining LIBOR and the Interest Distribution Amounts for each Class of Notes, together with the reasons therefor. The determination of the Class A Rate, Class B Rate and Class C Rate and the related Class A Interest Distribution Amount, Class B Interest Distribution Amount and Class C Interest Distribution Amount, respectively, by the Calculation Agent shall, absent manifest error, be final and binding on all parties.

Calculation Agent. (a) The Issuer and the Co-Issuer hereby agree that for so long as any Notes remain Floating Rate Debt remains Outstanding there shall will at all times be an agent appointed (which does not control or is not controlled or under common control with the Issuer or its Affiliates or the Collateral Manager or its Affiliates) to calculate LIBOR the Benchmark in respect of each Interest Accrual Period in accordance with the terms definition of Schedule B attached hereto Benchmark (the “Calculation Agent”). The Issuer and hereby appoints the Co-Issuer initially have appointed the Trustee Collateral Administrator as Calculation Agent for purposes of determining LIBOR for each Interest Accrual PeriodAgent. The Calculation Agent may be removed by the Issuer or the Collateral Manager, on behalf of the Issuer, at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Loan Obligation Manager, the Noteholders and the Rating Agencies. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer, or if the Calculation Agent fails to determine LIBOR Issuer or the Interest Distribution Amount for any Class Collateral Manager, on behalf of Notes for any Interest Accrual Periodthe Issuer, the Issuer shall or the Collateral Manager, on behalf of the Issuer, will be required to appoint promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or and is not controlled by or under common control with the Issuer Issuer, the Collateral Manager or its Affiliatestheir respective Affiliates and provide notice thereof to the Collateral Trustee and the Collateral Administrator. The Calculation Agent may not resign its duties or be removed without a successor having been duly appointed. If no successor Calculation Agent shall have been appointed within 30 days after giving of a notice of resignation, the resigning Calculation Agent, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation Agent. (b) The Calculation Agent shall be required to agree (and the Collateral Administrator as Calculation Agent agrees under the Collateral Administration Agreement) that, as soon as practicable possible after 11:00 a.m. (London time) 5:00 p.m. New York time on each LIBOR Interest Determination Date (as defined in Schedule B attached hereto)Date, but in no event later than 11:00 a.m. (5:00 p.m. New York time) time on the London Banking U.S. Government Securities Business Day immediately following each LIBOR Interest Determination Date, the Calculation Agent shall will calculate LIBOR for the next Interest Rate applicable to each Class of Floating Rate Debt during the related Interest Accrual Period and the Debt Interest Amount (in each case, rounded to the nearest cent, with half a cent being rounded upward) payable on the related Payment Date in respect of such Class of Floating Rate Debt in respect of the related Interest Accrual Period. At such time, the Calculation Agent will communicate such rates and amounts to the Issuer, the Co-Issuer, the Collateral Trustee, the Loan Obligation Agent, each Paying Agent, the Collateral Manager, the Paying Agent andDTC, if any Note is in the form of a Regulation S Global Security, to Euroclear and Clearstream, Luxembourg. The Calculation Agent shall will also specify to the Issuer and the Co-Issuer the quotations upon which LIBOR is the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer and the Co-Issuer before 5:00 p.m. (New York time) on each LIBOR every Interest Determination Date if it has not determined and is not in the process of determining LIBOR and the any such Interest Distribution Amounts for each Class of Notes, Rate or Debt Interest Amount together with the its reasons therefor. The Calculation Agent’s determination of the Class A Rate, Class B Rate foregoing rates and Class C Rate and amounts for any Interest Accrual Period will (in the related Class A Interest Distribution Amount, Class B Interest Distribution Amount and Class C Interest Distribution Amount, respectively, by the Calculation Agent shall, absent absence of manifest error, ) be final and binding on upon all parties.