Common use of Calculation Agent Clause in Contracts

Calculation Agent. (a) The Issuers hereby agree that for so long as any Floating Rate Note remains Outstanding there 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 the Reference Rate in respect of each Interest Accrual Period in accordance with the definition of Reference Rate (the “Calculation Agent”). The Issuers hereby appoint the Collateral Administrator as Calculation Agent. The Calculation Agent may be removed by the Issuers or the Collateral Manager, on behalf of the Issuers, at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers or the Collateral Manager, on behalf of the Issuers, the Issuers or the Collateral Manager, on behalf of the Issuers, will promptly appoint a replacement Calculation Agent 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 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. (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 possible after 11:00 a.m. London time on each Interest Determination Date, but in no event later than 11:00 a.m. New York time on the London Banking Day immediately following each Interest Determination Date, the Calculation Agent will calculate the 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 Trustee, each Paying Agent, the Collateral Manager, DTC, Euroclear and Clearstream. The Calculation Agent will also specify to the Issuer the quotations upon which the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer before 5:00 p.m. (New York time) on every Interest Determination Date if it has not determined and is not in the process of determining any such Interest Rate or Note Interest Amount together with its reasons therefor. The Calculation Agent’s determination of the foregoing rates and amounts for any Interest Accrual Period will (in the absence of manifest error) be final and binding upon all parties.

Calculation Agent. (a) The Issuers Issuer and the Co-Issuer hereby agree that for so long as any Floating Rate Note remains Notes remain Outstanding there will shall 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 the Reference Rate LIBOR in respect of each Interest Accrual Period in accordance with the definition terms of Reference Rate Schedule B attached hereto (the “Calculation Agent”). The Issuers hereby appoint Issuer and the Collateral Administrator Co-Issuer initially have appointed the Trustee as Calculation AgentAgent for purposes of determining LIBOR for each Interest Accrual Period. The Calculation Agent may be removed by the Issuers or the Collateral Manager, on behalf of the Issuers, 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 Issuers Issuer, or if the Calculation Agent fails to determine LIBOR or the Collateral Manager, on behalf Interest Distribution Amount for any Class of the IssuersNotes for any Interest Accrual Period, the Issuers or the Collateral Manager, on behalf of the Issuers, will 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 Collateral Manager or its Affiliates and provide notice thereof to the Trustee and the Collateral AdministratorAffiliates. 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 possible practicable after 11:00 a.m. (London time time) on each Interest LIBOR Determination DateDate (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 Interest LIBOR Determination Date, the Calculation Agent will shall calculate LIBOR for the Interest Rate applicable to each Class of Floating Rate Notes during the related next 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-Issuer, the Trustee, each Paying Agentthe Loan Obligation Manager, the Collateral ManagerPaying Agent and, DTCif any Note is in the form of a Regulation S Global Security, to Euroclear and Clearstream, Luxembourg. The Calculation Agent will shall also specify to the Issuer and the Co-Issuer the quotations upon which the foregoing rates and amounts are 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 every Interest each LIBOR Determination Date if it has not determined and is not in the process of determining any such LIBOR and the Interest Rate or Note Interest Amount Distribution Amounts for each Class of Notes, together with its the reasons therefor. The Calculation Agent’s determination of the foregoing rates Class A Rate, Class B Rate and amounts for any Class C Rate and the related Class A Interest Accrual Period will (in Distribution Amount, Class B Interest Distribution Amount and Class C Interest Distribution Amount, respectively, by the absence of Calculation Agent shall, absent manifest error) , be final and binding upon on all parties.

Calculation Agent. (a) The Issuers Issuer hereby agree that for so long as any Floating Rate Note remains Notes remain Outstanding there will at all times be an agent appointed (which does not control or is not controlled or under common control with the Issuers Issuer or their its Affiliates or the Collateral Manager or its Affiliates) to calculate the Reference Rate Benchmark in respect of each Interest Accrual Period in accordance with the definition of Reference Rate Benchmark (the “Calculation Agent”). The Issuers Issuer hereby appoint appoints the Collateral Administrator as Calculation Agent. The Calculation Agent may be removed by the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, will be required to appoint promptly appoint a replacement Calculation Agent which does not control or and is not controlled by or under common control with the Issuer or its Affiliates or Issuer, the Collateral Manager or its their 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. (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 possible after 11:00 a.m. London 5:00 p.m. New York time on each Interest Determination Date, but in no event later than 11:00 a.m. 5:00 p.m. New York time on the London Banking U.S. Government Securities Business Day immediately following each Interest Determination Date, the Calculation Agent will calculate the 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 Trustee, each Paying Agent, the Collateral Manager, DTC, Euroclear and Clearstream. The Calculation Agent will also specify to the Issuer the quotations upon which the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer before 5:00 p.m. (New York time) on every Interest Determination Date if it has not determined and is not in the process of determining any such Interest Rate or Note Interest Amount together with its reasons therefor. The Calculation Agent’s determination of the foregoing rates and amounts for any Interest Accrual Period or Notional Accrual Period will (in the absence of manifest error) be final and binding upon all parties.

Calculation Agent. (a) The Issuers Issuer hereby agree agrees that for so long as any Floating Rate Note remains of the Class A Notes remain Outstanding there will at all times be an a calculation 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 the Reference Rate in respect of each Interest Accrual Period LIBOR in accordance with the definition terms of Reference Rate Schedule C hereto (the “Calculation Agent”). The Issuers hereby appoint Calculation Agent 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 Administrator as Calculation AgentManager or any of their respective Affiliates. The Calculation Agent may be removed by the Issuers or the Collateral Manager, on behalf of the Issuers, Issuer at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers Issuer, or if the Collateral Manager, on behalf Calculation Agent fails to determine any of the Issuersinformation required to be determined as described in subsection (b), the Issuers or the Collateral Manager, on behalf of the Issuers, Issuer will promptly appoint a replacement another leading bank meeting the qualifications set forth above to act as Calculation Agent 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 and provide notice thereof to the Trustee and the Collateral AdministratorAgent. The Calculation Agent may not resign its duties or be removed without a successor having been duly appointed. The Issuer has initially appointed the Trustee as Calculation Agent for purposes of determining LIBOR for the Class A Notes. (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 possible practicable after 11:00 a.m. a.m., London time time, on each Interest LIBOR Determination Date, but in no event later than 11:00 a.m. New York time a.m., London time, on the London Banking Business Day immediately following each Interest such LIBOR Determination Date, the Calculation Agent will calculate the Interest Rate interest rate applicable to each the Class of Floating Rate A Notes during for the related 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, and the Note Interest Amount amount of interest payable on the next Payment Date in respect of the Class A Notes, with a principal amount of $1,000 (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 timeupwards), the Calculation Agent will communicate such rates and amounts to the Issuer, the Trustee, the Collateral Manager and each Paying Agent, the Collateral Manager, DTC, Euroclear and Clearstream. . (c) The Calculation Agent will also shall be required to specify to the Issuer the quotations upon which the foregoing rates and amounts are each Note Interest Rate is based, and in any event the Calculation Agent shall notify the Issuer before 5:00 p.m. (New York London time) on every Interest 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 any such the Note Interest Rate or and the Class A Note Interest Amount Amount, together with its reasons therefor. . (d) The Calculation Agent’s determination 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 Class A 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. Nothing in this Section 7.16 shall preclude, or be deemed to stop, the Calculation Agent (i) from taking any action prior to the expiration of the foregoing rates aforementioned one year and amounts for one day (or longer) period in (A) any Interest Accrual Period will case or proceeding voluntarily filed or commenced by the Issuer or (in B) any involuntary insolvency proceeding filed or commenced by a Person other than the absence Calculation Agent, or (ii) from commencing against the Issuer or any of manifest error) be final and binding upon all partiesits properties any legal action which is not a bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceeding.

Calculation Agent. (a) The Issuers hereby agree that for so long as any Floating Rate Note remains Outstanding there 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 the Reference Rate in respect of each Interest Accrual Period in accordance with the definition of Reference Rate (the “Calculation Agent”). The Issuers hereby appoint the Collateral Administrator as Calculation Agent. The Calculation Agent may be removed by the Issuers or the Collateral Manager, on behalf of the Issuers, at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers or the Collateral Manager, on behalf of the Issuers, the Issuers or the Collateral Manager, on behalf of the Issuers, will promptly appoint a replacement Calculation Agent 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 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. (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 possible after 11:00 a.m. London time on each Interest Determination Date, but in no event later than 11:00 a.m. New York time on the London Banking Day or U.S. Government Securities Business Day, as applicable, immediately following each Interest Determination Date, the Calculation Agent will calculate the 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 Trustee, each Paying Agent, the Collateral Manager, DTC, Euroclear and Clearstream. The Calculation Agent will also specify to the Issuer the quotations upon which the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer before 5:00 p.m. (New York time) on every Interest Determination Date if it has not determined and is not in the process of determining any such Interest Rate or Note Interest Amount together with its reasons therefor. The Calculation Agent’s determination of the foregoing rates and amounts for any Interest Accrual Period will (in the absence of manifest error) be final and binding upon all parties.

Calculation Agent. Seller, unless (ai) The Issuers hereby agree 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 for so long as any Floating Rate Note remains Outstanding there 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 the Reference Rate in respect of each Interest Accrual Period in accordance with the definition of Reference Rate a party (the “Disputing Party”) does not agree with any determination made (or the failure to make any determination) by the Calculation AgentAgent 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”). The Issuers hereby appoint Such Third Party Dealer shall be jointly selected by the Collateral Administrator as 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 Calculation Agent may be removed by the Issuers ” or the Collateral Manager, on behalf of the Issuers, at any time“Substitute Determining Party,” as applicable). If the parties are unable to agree on a Substitute Calculation Agent is unable or unwilling to act Substitute Determining Party, as applicable, within the prescribed time, each of the parties shall elect a Third Party Dealer and such or is removed two dealers shall agree on a Third Party Dealer by the Issuers or the Collateral Manager, on behalf end of the Issuerssubsequent 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 Issuers 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 Collateral Managerthird Local Business Day following the Local Business Day on which the Calculation Agent or Determining Party, on behalf as applicable, notifies the Disputing Party of any determination made (or of the Issuers, will promptly appoint a replacement failure to make any determination). Any determination by the Substitute Calculation Agent 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 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. (b) The Calculation Agent Substitute Determining Party, as applicable, shall be required to agree (binding in the absence of manifest error and the Collateral Administrator as Calculation Agent agrees under the Collateral Administration Agreement) that, shall be made as soon as possible after 11:00 a.m. London time on each Interest Determination Date, but in no event later than 11:00 a.m. New York 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 Disputing Party if the Substitute Calculation Agent or Substitute Determining Party, as applicable, substantially agrees with the Calculation Agent or Determining 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 or Determining Party, as applicable. If, after following the procedures and within the specified time on frames set forth above, a binding determination is not achieved, the London Banking Day immediately following each Interest Determination Dateoriginal determination of the Calculation Agent or Determining Party, as applicable, shall apply. Following any adjustment, determination or calculation by the Calculation Agent hereunder, upon a written request by Counterparty (which may be by email), the Calculation Agent will calculate promptly (but in any event within five Exchange Business Days) provide to Counterparty by email to the Interest Rate applicable to each Class of Floating Rate Notes during the related Interest Accrual Period and the Note Interest Amount email address provided by Counterparty in such written request a report (in each casea commonly used file format for the storage and manipulation of financial data) displaying in reasonable detail the basis for such adjustment, rounded to the nearest centdetermination or calculation (including any quotations, with half a cent market data or information from internal or external sources, and any assumptions used in making such adjustment, determination or calculation), it being rounded upward) payable on the related Payment Date understood that in respect of such Class of Floating Rate Notes in respect of the related Interest Accrual Period. At such time, no event will the Calculation Agent will communicate be obligated to share with Counterparty any proprietary or confidential data or information or any proprietary or confidential models used by it in making such rates adjustment, determination or calculation or any information that is subject to an obligation not to disclose such information. All calculations and amounts to the Issuer, the Trustee, each Paying Agent, the Collateral Manager, DTC, Euroclear and Clearstream. The Calculation Agent will also specify to the Issuer the quotations upon which the foregoing rates and amounts are based, and in any event determinations by the Calculation Agent shall notify the Issuer before 5:00 p.m. (New York time) on every Interest Determination Date if it has not determined be made in good faith and is not in the process of determining any such Interest Rate or Note Interest Amount together with its reasons therefora commercially reasonable manner. The Calculation Agent’s determination of the foregoing rates Non-Reliance: Applicable. Agreements and amounts for any Interest Accrual Period will (in the absence of manifest error) be final and binding upon all partiesAcknowledgements Regarding Hedging Activities: Applicable. Additional Acknowledgements: Applicable.

Calculation Agent. Seller, unless (ai) The Issuers hereby agree 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 for so long as any Floating Rate Note remains Outstanding there 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 the Reference Rate in respect of each Interest Accrual Period in accordance with the definition of Reference Rate a party (the “Disputing Party”) does not agree with any determination made (or the failure to make any determination) by the Calculation AgentAgent 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”). The Issuers hereby appoint Such Third Party Dealer shall be jointly selected by the Collateral Administrator as 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. The Calculation Agent may be removed by the Issuers ” or the Collateral Manager, on behalf of the Issuers, at any time“Substitute Determining Party,” as applicable). If the parties are unable to agree on a Substitute Calculation Agent is unable or unwilling to act Substitute Determining Party, as applicable, within the prescribed time, each of the parties shall elect a Third Party Dealer and such or is removed two dealers shall agree on a Third Party Dealer by the Issuers or the Collateral Manager, on behalf end of the Issuerssubsequent 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 Issuers 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 Collateral Managerthird Local Business Day following the Local Business Day on which the Calculation Agent or Determining Party, on behalf as applicable, notifies the Disputing Party of any determination made (or of the Issuers, will promptly appoint a replacement failure to make any determination). Any determination by the Substitute Calculation Agent 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 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. (b) The Calculation Agent Substitute Determining Party, as applicable, shall be required to agree (binding in the absence of manifest error and the Collateral Administrator as Calculation Agent agrees under the Collateral Administration Agreement) that, shall be made as soon as possible after 11:00 a.m. London time on each Interest Determination Date, but in no event later than 11:00 a.m. New York 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 Disputing Party if the Substitute Calculation Agent or Substitute Determining Party, as applicable, substantially agrees with the Calculation Agent or Determining 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 or Determining Party, as applicable. If, after following the procedures and within the specified time on frames set forth above, a binding determination is not achieved, the London Banking Day immediately following each Interest Determination Dateoriginal determination of the Calculation Agent or Determining Party, as applicable, shall apply. Following any adjustment, determination or calculation by the Calculation Agent hereunder, upon a written request by Counterparty (which may be by email), the Calculation Agent will calculate promptly (but in any event within five Exchange Business Days) provide to Counterparty by email to the Interest Rate applicable to each Class of Floating Rate Notes during the related Interest Accrual Period and the Note Interest Amount email address provided by Counterparty in such written request a report (in each casea commonly used file format for the storage and manipulation of financial data) displaying in reasonable detail the basis for such adjustment, rounded to the nearest centdetermination or calculation (including any quotations, with half a cent market data or information from internal or external sources, and any assumptions used in making such adjustment, determination or calculation), it being rounded upward) payable on the related Payment Date understood that in respect of such Class of Floating Rate Notes in respect of the related Interest Accrual Period. At such time, no event will the Calculation Agent will communicate be obligated to share with Counterparty any proprietary or confidential data or information or any proprietary or confidential models used by it in making such rates adjustment, determination or calculation or any information that is subject to an obligation not to disclose such information. All calculations and amounts to the Issuer, the Trustee, each Paying Agent, the Collateral Manager, DTC, Euroclear and Clearstream. The Calculation Agent will also specify to the Issuer the quotations upon which the foregoing rates and amounts are based, and in any event determinations by the Calculation Agent shall notify the Issuer before 5:00 p.m. (New York time) on every Interest Determination Date if it has not determined be made in good faith and is not in the process of determining any such Interest Rate or Note Interest Amount together with its reasons therefora commercially reasonable manner. The Calculation Agent’s determination of the foregoing rates Non-Reliance: Applicable. Agreements and amounts for any Interest Accrual Period will (in the absence of manifest error) be final and binding upon all partiesAcknowledgements Regarding Hedging Activities: Applicable. Additional 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 Issuers hereby agree that for so Company may appoint a successor Calculation Agent at its discretion. So long as any Floating Rate Note remains Outstanding compounded SOFR is required to be determined with respect to the Notes, there will shall 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 the Reference Rate in respect of each Interest Accrual Period in accordance with the definition of Reference Rate (the “Calculation Agent”). The Issuers hereby appoint the Collateral Administrator as a Calculation Agent. The In the event that any then acting Calculation Agent may shall be removed by the Issuers or the Collateral Manager, on behalf of the Issuers, at any time. If the Calculation Agent is unable or unwilling to act as act, or that such or is removed by the Issuers Calculation Agent shall fail duly to establish compounded SOFR for any Floating Rate Interest Period, or the Collateral Manager, on behalf of the IssuersCompany proposes to remove such Calculation Agent, the Issuers or the Collateral Manager, on behalf of the Issuers, will promptly Company shall appoint a replacement another Calculation Agent 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 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 appointedAgent. (b) The None of the Trustee, the Paying Agent or the Calculation Agent shall be required under any obligation (i) to agree (and monitor, determine or verify the Collateral Administrator as Calculation Agent agrees under unavailability or cessation of SOFR or the Collateral Administration Agreement) thatSOFR Index, as soon as possible after 11:00 a.m. London time on each Interest Determination 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, (ii) to select, determine or designate any Benchmark Replacement, or other successor or replacement benchmark index, or whether any conditions to the designation of such a rate or index have been satisfied, (iii) to select, determine or designate any Benchmark Replacement Adjustment, or other modifier to any replacement or successor index, or (iv) to determine whether or what Benchmark Replacement Conforming Changes are necessary or advisable, if any, in connection with any of the foregoing, including, but in no event later than 11:00 a.m. New York time on the London Banking Day immediately following each Interest Determination Datenot limited to, adjustments as to any alternative spread thereon, the Calculation Agent will calculate the business day convention, Interest Rate Payment Determination Dates or any other relevant methodology applicable to such substitute or successor Benchmark. In connection with the foregoing, 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 Trustee, each the Paying Agent, the Collateral Manager, DTC, Euroclear Agent and Clearstream. The Calculation Agent will also specify to the Issuer the quotations upon which the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify be entitled to conclusively rely on any determinations made by the Issuer before 5:00 p.m. (New York time) on every Interest Determination Date if it has not determined Company or its designee without independent investigation, and is not none will have any liability for actions taken at the Company’s direction in the process of determining any such Interest Rate or Note Interest Amount together with its reasons thereforconnection therewith. The Calculation Agent’s determination None of the foregoing rates and amounts Trustee, the Paying Agent or the Calculation Agent shall be liable for any Interest Accrual Period inability, failure or delay on its part to perform any of its duties set forth in this Supplemental Indenture as a result of the 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 Calculation Agent written notice of the person appointed as its designee. (d) All determinations made by the Calculation Agent shall, in the absence of manifest error) , be final conclusive for all purposes and binding upon all partieson the Company and Holders of the Notes.

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 Issuers hereby agree that for so Company may appoint a successor calculation agent at its discretion. So long as any Compounded SOFR is required to be determined with respect to the Floating Rate Note remains Outstanding Notes, there will shall 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 the Reference Rate in respect of each Interest Accrual Period in accordance with the definition of Reference Rate (the “Calculation Agent”). The Issuers hereby appoint the Collateral Administrator as a Calculation Agent. The In the event that any then acting Calculation Agent may shall be removed by the Issuers or the Collateral Manager, on behalf of the Issuers, at any time. If the Calculation Agent is unable or unwilling to act as act, or that such or is removed by the Issuers Calculation Agent shall fail duly to establish Compounded SOFR for any Floating Rate Interest Period, or the Collateral Manager, on behalf of the IssuersCompany proposes to remove such Calculation Agent, the Issuers or the Collateral Manager, on behalf of the Issuers, will promptly Company shall appoint a replacement another Calculation Agent 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 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 appointedAgent. (b) The None of the Trustee, the Paying Agent or the Calculation Agent shall be required under any obligation (i) to agree (and monitor, determine or verify the Collateral Administrator as Calculation Agent agrees under unavailability or cessation of SOFR or the Collateral Administration Agreement) thatSOFR Index, as soon as possible after 11:00 a.m. London time on each Interest Determination 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, (ii) to select, determine or designate any Benchmark Replacement, or other successor or replacement benchmark index, or whether any conditions to the designation of such a rate or index have been satisfied, (iii) to select, determine or designate any Benchmark Replacement Adjustment, or other modifier to any replacement or successor index, or (iv) to determine whether or what Benchmark Replacement Conforming Changes are necessary or advisable, if any, in connection with any of the foregoing, including, but in no event later than 11:00 a.m. New York time on the London Banking Day immediately following each Interest Determination Datenot limited to, adjustments as to any alternative spread thereon, the Calculation Agent will calculate the Business Day convention, Interest Rate Payment Determination Dates or any other relevant methodology applicable to such substitute or successor Benchmark. In connection with the foregoing, 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 Trustee, each the Paying Agent, the Collateral Manager, DTC, Euroclear Agent and Clearstream. The Calculation Agent will also specify to the Issuer the quotations upon which the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify be entitled to conclusively rely on any determinations made by the Issuer before 5:00 p.m. (New York time) on every Interest Determination Date if it has not determined Company or its designee without independent investigation, and is not none will have any liability for actions taken at the Company’s direction in the process of determining any such Interest Rate or Note Interest Amount together with its reasons thereforconnection therewith. The Calculation Agent’s determination None of the foregoing rates and amounts Trustee, the Paying Agent or the Calculation Agent shall be liable for any Interest Accrual Period inability, failure or delay on its part to perform any of its duties set forth in this Supplemental Indenture as a result of the 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 Calculation Agent written notice of the person appointed as its designee. (d) All determinations made by the Calculation Agent shall, in the absence of manifest error) , be final conclusive for all purposes and binding upon all partieson the Company and Holders of the Floating Rate Notes.

Calculation Agent. (a) The Issuers Issuer hereby agree agrees that for so long as any Floating Rate Note remains of the Notes remain Outstanding there will at all times be an a calculation 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 the Reference Rate in respect of each Interest Accrual Period LIBOR in accordance with the definition terms of Reference Rate Schedule B hereto (the “Calculation Agent”). The Issuers hereby appoint Calculation Agent appointed by the Collateral Administrator as Calculation AgentIssuer 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 their respective Affiliates. The Calculation Agent may be removed by the Issuers or the Collateral Manager, on behalf of the Issuers, Issuer at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers Issuer, or if the Collateral Manager, on behalf Calculation Agent fails to determine any of the Issuersinformation required to be determined as described in subsection (b), the Issuers or the Collateral Manager, on behalf of the Issuers, Issuer will promptly appoint a replacement another leading bank meeting the qualifications set forth above to act as Calculation Agent 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 and provide notice thereof to the Trustee and the Collateral AdministratorAgent. The Calculation Agent may not resign its duties or be removed without a successor having been duly appointed. The Issuer has initially appointed the Trustee as Calculation Agent for purposes of determining LIBOR for the Notes. (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 possible practicable after 11:00 a.m. a.m., London time time, on each Interest LIBOR Determination Date, but in no event later than 11:00 a.m. New York time a.m., London time, on the London Banking Business Day immediately following each Interest such LIBOR Determination Date, the Calculation Agent will calculate the Interest Rate interest rate applicable to each Class of Floating Rate the Notes during for the related 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, and the Note Interest Amount amount of interest payable on the next Payment Date in respect of the Notes, with a principal amount of $1,000 (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 timeupwards), the Calculation Agent will communicate such rates and amounts to the Issuer, the Trustee, the Investment Manager and each Paying Agent, the Collateral Manager, DTC, Euroclear and Clearstream. . (c) The Calculation Agent will also shall be required to specify to the Issuer the quotations upon which the foregoing rates and amounts are each Note Interest Rate is based, and in any event the Calculation Agent shall notify the Issuer before 5:00 p.m. (New York London time) on every Interest 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 any such the Note Interest Rate or and the Note Interest Amount Amount, together with its reasons therefor. . (d) The Calculation Agent’s determination 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. Nothing in this Section 7.16 shall preclude, or be deemed to stop, the Calculation Agent (i) from taking any action prior to the expiration of the foregoing rates aforementioned one year and amounts for one day (or longer) period in (A) any Interest Accrual Period will case or proceeding voluntarily filed or commenced by the Issuer or (in B) any involuntary insolvency proceeding filed or commenced by a Person other than the absence Calculation Agent, or (ii) from commencing against the Issuer or any of manifest error) be final and binding upon all partiesits properties any legal action which is not a bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceeding.

Calculation Agent. Seller, unless (ai) The Issuers hereby agree 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 for so long as any Floating Rate Note remains Outstanding there 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 the Reference Rate in respect of each Interest Accrual Period in accordance with the definition of Reference Rate 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 Issuers hereby appoint If the Collateral Administrator as parties are unable to agree on a Substitute Calculation Agent 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. The Calculation Agent may be removed Any exercise by the Issuers or the Collateral Manager, on behalf Disputing Party of the Issuers, at any time. If its rights hereunder must be in writing and shall be delivered to the Calculation Agent is unable not later than the third Local Business Day following the Local Business Day on which the Calculation Agent notifies the Disputing Party of any determination made (or unwilling of the failure to act as such or is removed make any determination). Any determination by the Issuers or the Collateral Manager, on behalf of the Issuers, the Issuers or the Collateral Manager, on behalf of the Issuers, will promptly appoint a replacement Calculation Agent 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 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. (b) The Substitute Calculation Agent shall be required to agree (and the Collateral Administrator as Calculation Agent agrees under the Collateral Administration Agreement) that, as soon as possible after 11:00 a.m. London time on each Interest Determination Date, but in no event later than 11:00 a.m. New York time on the London Banking Day immediately following each Interest Determination Date, the Calculation Agent will calculate the 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 Trustee, each Paying Agent, the Collateral Manager, DTC, Euroclear and Clearstream. The Calculation Agent will also specify to the Issuer the quotations upon which the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer before 5:00 p.m. (New York time) on every Interest Determination Date if it has not determined and is not in the process of determining any such Interest Rate or Note Interest Amount together with its reasons therefor. The Calculation Agent’s determination of the foregoing rates and amounts for any Interest Accrual Period will (binding in the absence of manifest errorerror and shall be made as soon as possible but no later than the second Local Business Day following the Substitute Calculation Agent’s appointment. The costs of such Substitute Calculation Agent shall be borne by (a) be final the 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 the procedures and within the specified time frames set forth above, a binding upon all partiesdetermination is not achieved, the original determination of the Calculation Agent shall apply. Non-Reliance: Applicable. Agreements and Acknowledgements Regarding Hedging Activities: Applicable. Additional Acknowledgements: Applicable.

Calculation Agent. (a) The Issuers Issuer hereby agree that for so long as any Floating Rate Note Debt remains Outstanding there will at all times be an agent appointed (which does not control or is not controlled or under common control with the Issuers Issuer or their its Affiliates or the Collateral Manager or its Affiliates) to calculate the Reference Rate Benchmark in respect of each Interest Accrual Period in accordance with the definition of Reference Rate Benchmark (the “Calculation Agent”). The Issuers Issuer hereby appoint appoints the Collateral Administrator as Calculation Agent. The Calculation Agent may be removed by the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, will be required to appoint promptly appoint a replacement Calculation Agent which does not control or and is not controlled by or under common control with the Issuer or its Affiliates or Issuer, the Collateral Manager or its their 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. (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 possible after 11:00 a.m. London 5:00 p.m. New York time on each Interest Determination Date, but in no event later than 11:00 a.m. 5:00 p.m. New York time on the London Banking U.S. Government Securities Business Day immediately following each Interest Determination Date, the Calculation Agent will calculate the Interest Rate applicable to each Class of Floating Rate Notes Debt during the related Interest Accrual Period (or, for the first Interest Accrual Period, during the related Notional Accrual Period) and the Note 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 Notes 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 Collateral Trustee, the Loan Agent, each Paying Agent, the Collateral Manager, DTC, Euroclear and Clearstream. The Calculation Agent will also specify to the Issuer the quotations upon which the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer before 5:00 p.m. (New York time) on every Interest Determination Date if it has not determined and is not in the process of determining any such Interest Rate or Note Debt Interest Amount together with its reasons therefor. The Calculation Agent’s determination of the foregoing rates and amounts for any Interest Accrual Period or Notional Accrual Period will (in the absence of manifest error) be final and binding upon all parties.

Calculation Agent. (a) The Issuers Issuer and the Co-Issuer hereby agree that for so long as any Floating Rate Note remains Notes remain Outstanding there will shall 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 the Reference Rate LIBOR in respect of each Interest Accrual Period in accordance with the definition terms of Reference Rate Schedule B attached hereto (the “Calculation Agent”). The Issuers hereby appoint Issuer and the Collateral Administrator Co-Issuer initially have appointed the Trustee as Calculation AgentAgent for purposes of determining LIBOR for each Interest Accrual Period. The Calculation Agent may be removed by the Issuers or the Collateral Manager, on behalf of the Issuers, 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 Agency. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers or the Collateral Manager, on behalf Issuer in respect of the Issuersany Interest Accrual Period, the Issuers or Issuer and the Collateral Manager, on behalf of the Issuers, will 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 or the Collateral Manager or its Affiliates and provide notice thereof to the Trustee and the Collateral AdministratorAffiliates. 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 possible practicable after 11:00 a.m. (London time time) on each Interest LIBOR Determination DateDate (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 Interest LIBOR Determination Date, the Calculation Agent will shall calculate LIBOR for the Interest Rate applicable to each Class of Floating Rate Notes during the related next 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-Issuer, the Trustee, each Paying Agentthe Loan Obligation Manager, the Collateral ManagerPaying Agent and, DTCif any Note is in the form of a Regulation S Global Security, to Euroclear and Clearstream, Luxembourg. The Calculation Agent will shall also specify to the Issuer and the Co-Issuer the quotations upon which the foregoing rates and amounts are 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 every Interest each LIBOR Determination Date if it has not determined and is not in the process of determining any such LIBOR and the Interest Rate or Note Interest Amount Distribution Amounts for each Class of Notes, together with its the reasons therefor. The Calculation Agent’s determination of the foregoing rates Class A Rate and amounts for any Class B Rate and the related Class A Interest Accrual Period will (in Distribution Amount and Class B Interest Distribution Amount, respectively, by the absence of Calculation Agent shall, absent manifest error) , be final and binding upon on all parties.

Calculation Agent. (a) The Issuers Issuer and the Co-Issuer hereby agree that for so long as any Floating Rate Note remains Notes remain Outstanding there will shall 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 the Reference Rate LIBOR in respect of each Interest Accrual Period in accordance with the definition terms of Reference Rate Schedule F hereto (the “Calculation Agent”). The Issuers hereby appoint Issuer and the Collateral Administrator Co-Issuer have initially appointed the Trustee as Calculation AgentAgent for purposes of determining LIBOR for each Interest Accrual Period. The Calculation Agent may be removed by the Issuers or 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 Collateral Manager, on behalf of each Hedge Counterparty, the Issuers, at any timeNoteholders and each Rating Agency. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers or Issuer and the Collateral Manager, on behalf Co-Issuer in respect of the Issuersany Interest Accrual Period, the Issuers or Issuer and the Collateral ManagerCo-Issuer shall, on behalf with the prior written consent of the Issuerseach Hedge Counterparty, 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 and provide notice thereof to the Trustee and the Collateral AdministratorCo-Issuer. The Calculation Agent may not resign its duties or be removed 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 (and the Collateral Administrator as Calculation Agent agrees under the Collateral Administration Agreement) that, as soon as possible practicable after 11:00 a.m. (London time time) on each Interest LIBOR Determination DateDate (as defined in Schedule F hereto), but in no event later than 11:00 a.m. (New York time time) on the London Banking Day immediately following each Interest LIBOR Determination Date, the Calculation Agent will shall calculate (x) LIBOR for the Interest Rate applicable to each Class of Floating Rate Notes during the related next Interest Accrual Period and (y) the Note amount of interest for such Interest Amount Accrual Period payable in respect of each U.S. $1,000 principal amount of each Class of Notes (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 timeDate, the Calculation Agent and will communicate such rates and amounts to the Issuer, the Co-Issuer, the Trustee, each Paying Agent, the Collateral Manager, DTCthe Paying 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 will shall also specify to the Issuer and the Co-Issuer the quotations upon which the foregoing rates and amounts are 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 every Interest each LIBOR Determination Date if it has not determined and is not in the process of determining any such LIBOR and the Interest Rate or Note Interest Amount Distribution Amounts for each Class of Notes, together with its the reasons therefor. The Calculation Agent’s determination of the foregoing rates Class 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 amounts for any Class K Rate and the related Class A-1 Interest Accrual Period will (in 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 K Interest Distribution Amount, respectively, by the absence of Calculation Agent shall, absent manifest error) , be final and binding upon on all parties.

Calculation Agent. (a) The Issuers hereby agree that for so long as any Floating Rate Note Debt remains Outstanding there will at all times be an agent appointed (which does not control or is not controlled or under common control with the Issuers Issuer or their its Affiliates or the Collateral Manager or its Affiliates) to calculate the Reference Rate Benchmark in respect of each Interest Accrual Period in accordance with the definition of Reference Rate Benchmark (the “Calculation Agent”). The Issuers Issuer hereby appoint appoints the Collateral Administrator as Calculation Agent. The Calculation Agent may be removed by the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, will be required to appoint promptly appoint a replacement Calculation Agent which does not control or and is not controlled by or under common control with the Issuer or its Affiliates or Issuer, the Collateral Manager or its their 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. (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 possible after 11:00 a.m. London 5:00 p.m. New York time on each Interest Determination Date, but in no event later than 11:00 a.m. 5:00 p.m. New York time on the London Banking U.S. Government Securities Business Day immediately following each Interest Determination Date, the Calculation Agent will calculate the Interest Rate applicable to each Class of Floating Rate Notes Debt during the related Interest Accrual Period and the Note 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 Notes 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 Collateral Trustee, the Loan Agent, each Paying Agent, the Collateral Manager, DTC, Euroclear and Clearstream. The Calculation Agent will also specify to the Issuer the quotations upon which the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer before 5:00 p.m. (New York time) on every Interest Determination Date if it has not determined and is not in the process of determining any such Interest Rate or Note Debt Interest Amount together with its reasons therefor. The Calculation Agent’s determination of the foregoing rates and amounts for any Interest Accrual Period will (in the absence of manifest error) be final and binding upon all parties.

Calculation Agent. (a) The Issuers Company hereby agree agrees that for so long as any Floating Rate Note remains Outstanding of the Securities remain Outstanding, there 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 the Reference Rate LIBOR in respect of each Interest Accrual Period Payment Date in accordance with the definition terms of Reference Rate Schedule A (the “Calculation Agent”). The Issuers hereby appoint Company has initially appointed the Collateral Administrator Trustee as Calculation AgentAgent for purposes of determining LIBOR for each Interest Payment Date. The Calculation Agent may be removed by the Issuers or the Collateral Manager, on behalf of the Issuers, Company at any time. So long as the Property Trustee holds any of the Securities, the Calculation Agent shall be the Property Trustee. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers or the Collateral Manager, on behalf of the IssuersCompany, the Issuers or the Collateral Manager, on behalf of the Issuers, 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 or the Collateral Manager or its Affiliates and provide notice thereof to the Trustee and the Collateral AdministratorAffiliates. The Calculation Agent may not resign its duties or be removed without a successor having been duly appointed. (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 possible after 11:00 a.m. (London time time) on each Interest LIBOR Determination DateDate (as defined in Schedule A), but in no event later than 11:00 a.m. New York time (London time) on the London Banking Business Day immediately following each Interest LIBOR Determination Date, the Calculation Agent will calculate the interest rate (the Interest Rate applicable to each Class of Floating Rate Notes during the related Interest Accrual Period and the Note Interest Amount (in each case, Payment shall be rounded to the nearest cent, with half a cent being rounded upwardupwards) payable on the related Payment Date in respect of such Class of Floating Rate Notes in respect of for the related Interest Accrual Period. At such timePayment Date, the Calculation Agent and will communicate such rates rate and amounts amount to the IssuerCompany, the Trustee, each Paying Agent, Agent and the Collateral Manager, DTC, Euroclear and ClearstreamDepositary. The Calculation Agent will also specify to the Issuer Company the quotations upon which the foregoing rates and amounts are basedbased and, and in any event event, the Calculation Agent shall notify the Issuer Company before 5:00 p.m. (New York London time) on every Interest 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 any such Interest Rate or Note Interest Amount the foregoing rates and amounts, together with its reasons therefor. The Calculation Agent’s determination of the foregoing rates and amounts for any Interest Accrual Period Payment Date will (in the absence of manifest error) be final and binding 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 Issuers hereby agree that for so long as any Floating Rate Note remains Outstanding there will at all times Calculation Agent shall perform the duties expressed to be an agent appointed (which does not control or is not controlled or under common control with performed by it in the Issuers or their Affiliates or the Collateral Manager or its Affiliates) to calculate the Reference Rate Conditions in respect of each Interest Accrual Period Series of Notes in accordance with the definition respect of Reference Rate (the “Calculation Agent”). The Issuers hereby appoint the Collateral Administrator which it is appointed as Calculation Agent. The 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 removed calculated any Interest Amount or Redemption Amount, any quotation to be obtained or any determination or calculation to be made by the Issuers or the Collateral ManagerCalculation Agent, on behalf of the Issuers, at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by shall determine the Issuers or Interest Rate and calculate the Collateral Manager, on behalf Interest Amounts in respect of each denomination of the IssuersNotes for the relevant Interest Accrual Period, Interest Period or Interest Payment Date, calculate the Redemption Amount, obtain such quotation and/or make such determination or calculation, as the case may be, and cause the Interest Rate and the Interest Amounts for each Interest Accrual Period, Interest Period or Interest Payment Date and, if required, the Issuers or the Collateral Managerrelevant Interest Payment Date and, on behalf if required to be calculated, any Redemption Amount to be notified to any other Calculation Agent appointed in respect of the IssuersNotes that is to make a further calculation upon receipt of such information, will promptly appoint 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 replacement Calculation Agent 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 and provide notice thereof to the Trustee stock exchange and the Collateral Administrator. The Calculation Agent may not resign its duties or be removed without a successor having been duly appointed. (b) The Calculation Agent shall be required to agree (and the Collateral Administrator as Calculation Agent agrees under the Collateral Administration Agreement) thatrules of such exchange so require, such exchange as soon as possible after 11:00 a.m. London time on each Interest Determination Date, their determination but in no event later than 11:00 a.m. New York time on (i) the London Banking 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) in all other cases, the fourth Business Day immediately following each Interest Determination Date, after such determination. If the Calculation Agent will calculate the Interest Rate applicable at any material time does not make any determination or calculation or take any action that it is required to each Class of Floating Rate Notes during the related Interest Accrual Period and the Note Interest Amount (in each case, rounded do pursuant to the nearest centConditions, with half a cent being rounded upward) payable on it shall forthwith notify 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 relevant Issuer, the Trustee, each Trustee and the Issuing and Paying Agent, the Collateral Manager, DTC, Euroclear and Clearstream. The Calculation Agent will also specify to the Issuer the quotations upon which the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer before 5:00 p.m. (New York time) on every Interest Determination Date if it has not determined and is not in the process of determining any such Interest Rate or Note Interest Amount together with its reasons therefor. The Calculation Agent’s determination of the foregoing rates and amounts for any Interest Accrual Period will (in the absence of manifest error) be final and binding upon all parties.

Calculation Agent. (a) The Issuers hereby agree that Property Trustee shall initially, and, subject to the immediately following sentence, for so long as it holds any Floating Rate Note remains Outstanding there will at all times of the Notes, 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 the Reference Rate in respect Calculation Agent for purposes of determining LIBOR for each Interest Accrual Period in accordance with the definition of Reference Rate (the “Calculation Agent”). The Issuers hereby appoint the Collateral Administrator as Calculation AgentDistribution Date. The Calculation Agent may be removed by the Issuers or the Collateral Manager, on behalf of the Issuers, Administrative Trustees at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers or the Collateral Manager, on behalf of the IssuersAdministrative Trustees, the Issuers or the Collateral Manager, on behalf of the Issuers, 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 or the Collateral Manager or its Affiliates and provide notice thereof to the Trustee and the Collateral AdministratorAffiliates. The Calculation Agent may not resign its duties or be removed without a successor having been duly appointed. (b) The Calculation Agent shall be required to agree (agree, and the Collateral Administrator Property Trustee as the initial Calculation Agent agrees under the Collateral Administration Agreement) agent hereby agrees, that, as soon as possible after 11:00 a.m. A.M. (London time time) on each Interest LIBOR Determination Date, but in no event later than 11:00 a.m. New York time A.M. (London time) on the London Banking Business Day immediately following each Interest LIBOR Determination Date, the Calculation Agent will calculate the Interest Rate applicable to each Class of Floating Rate Notes during the related Interest Accrual Period and the Note Interest Amount interest rate (in each case, rounded to the nearest cent, with half a cent being rounded upwardupwards) payable on for the related Payment Date in respect of such Class of Floating Rate Notes in respect of the related Interest Accrual Period. At such timeDistribution Date, the Calculation Agent and will communicate such rates rate and amounts amount to the IssuerDepositor, the Administrative Trustees, the Note Trustee, the Property Trustee (if the Property Trustee is not the Calculation Agent), each Paying Agent, Agent and the Collateral Manager, DTC, Euroclear and ClearstreamDepositary. The Calculation Agent will also specify to the Issuer Administrative Trustees the quotations upon which the foregoing rates and amounts are basedbased and, and in any event event, the Calculation Agent shall notify the Issuer Administrative Trustees before 5:00 p.m. P.M. (New York London time) on every Interest 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 any such Interest Rate or Note Interest Amount the foregoing rates and amounts, together with its reasons therefor. The Calculation Agent’s determination of the foregoing rates and amounts for any Interest Accrual Period Distribution Date will (in the absence of manifest error) be final and binding 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 Issuers Issuer hereby agree agrees that for so long as any Floating Rate Note Debt remains Outstanding there will shall 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 the Reference Rate Benchmark in respect of each Interest Accrual Period in accordance with the definition terms of Reference Rate Schedule B attached hereto (the “Calculation Agent”). The Issuers hereby appoint Issuer initially has appointed the Collateral Administrator Agent as Calculation AgentAgent for purposes of determining the Benchmark for each Interest Accrual Period. The Calculation Agent may be removed by the Issuers or the Collateral Manager, on behalf of the Issuers, Issuer at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer and the Debtholders. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers or the Collateral Manager, on behalf Issuer in respect of the Issuersany Interest Accrual Period, the Issuers or the Collateral Manager, on behalf of the Issuers, will Issuer shall promptly appoint as a replacement Calculation Agent a leading bank which does not control or is not controlled by or under common control with the Issuer or its Affiliates or and which, if the Collateral Manager or its Affiliates and provide notice thereof to Benchmark is LIBOR, is engaged in transactions in Eurodollar deposits in the Trustee and the Collateral Administratorinternational Eurodollar market. 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 thirty (30) days after giving of a notice of resignation, the resigning Calculation Agent or a Majority of the Controlling 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 (and the Collateral Administrator as Calculation Agent agrees under the Collateral Administration Agreement) that, as soon as possible practicable after 11:00 a.m. London time on each Interest Determination Datethe Reference Time, but in no event later than 11:00 a.m. (New York time time) on the next Business Day (or the next London Banking Day if the Benchmark is LIBOR) immediately following each Interest Benchmark Determination Date, the Calculation Agent will shall calculate the Interest Rate applicable to each Class of Floating Rate Notes during Benchmark for the related next 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 information to the Issuer, the Trustee, each Paying Collateral Agent, who shall include such calculation on the Collateral Manager, DTC, Euroclear and Clearstreamnext Payment Date Report following such Benchmark Determination Date. The Calculation Agent will also specify to the Issuer the quotations upon which the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer before 5:00 p.m. (New York time) on every Interest each Benchmark Determination Date if it has not determined and is not in the process of determining any such the Benchmark, the Class A Loan Interest Rate or Note Interest Distribution Amount for the Class A Loan, together with its the reasons therefor. The Calculation Agent’s determination of the foregoing rates and amounts for Class A Loan Rate or any Class A Loan Interest Accrual Period will (in Distribution Amount, respectively, by the absence of Calculation Agent shall, absent manifest error) , be final and binding upon 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 Issuers Issuer hereby agree agrees that for so long as any Floating Rate Note remains Secured Notes remain Outstanding there will at all times be an agent appointed (which does not control or is not controlled or under common control with the Issuers Issuer or their its Affiliates or the Collateral Manager or its Affiliates) to calculate the Reference Rate 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 definition terms of Reference Rate Exhibit C hereto (the “Calculation Agent”). The Issuers Issuer hereby appoint appoints the Collateral Administrator as Calculation Agent. The Calculation Agent may be removed by the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, as described below in clause (b) of this Section 7.16, at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, in respect of any Interest Accrual Period, the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, will promptly appoint a replacement Calculation Agent 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 and provide notice thereof to the Trustee and the Collateral AdministratorAffiliates. The Calculation Agent may not resign its duties or be removed without a successor having been duly appointed. (b) The Calculation Agent shall be required to agree (and the Collateral Administrator as Calculation Agent agrees under the Collateral Administration Agreementdoes hereby agree) that, as soon as possible after 11:00 a.m. London time on each Interest Determination Date, but in no event later than 11:00 a.m. New York time on the London Banking Day immediately following each Interest Determination Date, the Calculation Agent will calculate the 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 Trustee, each Paying Agent, the Collateral Manager, DTC, Euroclear and Clearstream. The Calculation Agent will also specify to the Issuer the quotations upon which the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer before 5:00 p.m. (New York time) on every Interest Determination Date if it has not determined and is not in the process of determining any such Interest Rate or Note Interest Amount together with its reasons therefor. The Calculation Agent’s determination of the foregoing rates and amounts for any Interest Accrual Period will (or portion thereof) (in the absence of manifest error) be final and binding 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 Issuers hereby agree that for so long as any Floating Rate Note remains Outstanding there will at all times be an agent appointed (which does not control or is not controlled or under common control with Trust appoints the Issuers or their Affiliates or the Collateral Manager or its Affiliates) to calculate the Reference Rate in respect of each Interest Accrual Period in accordance with the definition of Reference Rate (the “Calculation Agent”). The Issuers hereby appoint the Collateral Administrator Indenture Trustee as Calculation Agent. The Calculation Agent may be removed by the Issuers or the Collateral Manager, on behalf of the Issuers, at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers or the Collateral Manager, on behalf of the Issuers, the Issuers or the Collateral Manager, on behalf of the Issuers, will promptly appoint a replacement Calculation Agent 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 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 appointedIndenture Trustee accepts such appointment. (b) The relevant Calculation Agent shall be required to agree (perform all functions and the Collateral Administrator as obligations imposed on such Calculation Agent agrees under by or pursuant to the Collateral Administration AgreementIndenture, and a Note Certificate or Supplemental Indenture. (c) thatEach 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. (d) The relevant Calculation Agent shall, upon the request of any relevant Holder of the Notes, provide the interest rate then in effect and, if determined, the interest rate that will become effective as soon as possible after 11:00 a.m. London time on each a result of a determination made for the next succeeding Interest Determination Date, but in no event later than 11:00 a.m. New York time on Reset Date with respect to the London Banking Day immediately following each Interest Determination Date, Notes. (e) All determinations of interest by the Calculation Agent will calculate the Interest Rate applicable to each Class of Floating Rate Notes during the related Interest Accrual Period and the Note Interest Amount (in each caseshall, 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 Trustee, each Paying Agent, the Collateral Manager, DTC, Euroclear and Clearstream. The Calculation Agent will also specify to the Issuer the quotations upon which the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer before 5:00 p.m. (New York time) on every Interest Determination Date if it has not determined and is not in the process of determining any such Interest Rate or Note Interest Amount together with its reasons therefor. The Calculation Agent’s determination of the foregoing rates and amounts for any Interest Accrual Period will (in the absence of manifest error) errors, 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 Issuers Issuer hereby agree agrees that for so long as any Floating Rate Note Debt remains Outstanding there 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 Issuers Issuer or their its Affiliates or the Collateral Manager or its Affiliates) to calculate the Reference Rate in respect of 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 definition of Reference Rate Benchmark Replacement Conforming Changes (the “Calculation Agent”). The Issuers Issuer hereby appoint appoints the Collateral Administrator as Calculation Agent. The Calculation Agent may be removed by the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, will promptly appoint a replacement Calculation Agent 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 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. (b) The Calculation Agent shall be required to agree (and the Collateral Administrator as Calculation Agent agrees under the Collateral Administration Agreementdoes hereby agree) that, as soon as possible after 11:00 a.m. London time on each Interest Determination Date, but in no event later than 11:00 a.m. 5:00 p.m. New York time on the London Banking Day immediately following each such Interest Determination Date, Date the Calculation Agent will calculate the Interest Rate applicable to each Class of Floating Rate Notes Debt during the related Interest Accrual Period and the Note 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 Notes 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 Trustee, each Paying Agent, DTC, the Collateral Manager, DTC, Euroclear and Clearstream. The Calculation Agent will also specify to the Issuer the quotations upon which the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer before 5:00 p.m. (New York time) time on every Interest Determination Date if it has not determined and is not in the process of determining any such Interest Rate or Note Debt Interest Amount together with its reasons therefor. The Calculation Agent’s determination of the 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, 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. The Calculation Agent shall, in 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 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 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 its 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 Issuers hereby agree that Unless the Partnership has validly called all of the outstanding Notes for so long as any Floating Rate Note remains Outstanding there redemption during the First Reset Period, the Partnership will at all times be an appoint a calculation 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 the Reference Rate in respect of each Interest Accrual Period in accordance with the definition of Reference Rate (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 Issuers hereby Partnership may appoint itself or an Affiliate of the Collateral Administrator Partnership as Calculation Agent. The Calculation Agent may be removed by the Issuers or the Collateral Manager, on behalf of the Issuers, at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers or the Collateral Manager, on behalf of the Issuers, the Issuers or the Collateral Manager, on behalf of the Issuers, will promptly appoint a replacement Calculation Agent 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 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. (b) The applicable interest rate for each Reset Period will be determined by the Calculation Agent shall be required to agree (and as of the Collateral Administrator as Calculation Agent agrees under the Collateral Administration Agreement) that, as soon as possible after 11:00 a.m. London time on each applicable Reset Interest Determination Date, but in no event later than 11:00 a.m. New York time on the London Banking Day immediately following each Interest Determination Date. Promptly upon such determination, the Calculation Agent will calculate notify the Interest Rate applicable to each Class Partnership of Floating Rate Notes during the related Interest Accrual interest rate for the Reset Period and the Note Interest Amount (in each casePartnership will promptly notify, 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, or cause the Calculation Agent will communicate such rates and amounts to the Issuerpromptly notify, the TrusteeTrustee and Paying Agent for the Notes in writing of such interest rate, each Paying Agent, the Collateral Manager, DTC, Euroclear and Clearstream. The Calculation Agent will also specify to the Issuer the quotations upon which the foregoing rates Trustee and amounts are based, and in any event the Calculation Paying Agent shall notify the Issuer before 5:00 p.m. (New York time) on every Interest Determination Date if it has not determined and is not in the process of determining any such Interest Rate or Note Interest Amount together with its reasons thereforwill be permitted to conclusively rely. The Calculation Agent’s determination of any interest rate, and its calculation of the foregoing rates and amounts amount of interest for any Interest Accrual Payment Period beginning on or after the First Reset Date, 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 will be final and binding in the absence of manifest error) be final and binding upon all parties.

Calculation Agent. (a) The Issuers Issuer hereby agree agrees that for so long as any Class of Floating Rate Note Notes remainDebt remains Outstanding there 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 Issuer, the Collateral Manager or its their respective Affiliates, and is not a fund or account managed by the Collateral Manager or Affiliates of the Collateral Manager) to calculate the LIBORthe Reference Rate in respect of each Interest Accrual Period in accordance with the definition of Reference LIBORReference Rate (the “Calculation Agent”). The Issuers Issuer hereby appoint appoints the Collateral Administrator as Calculation Agent. The Calculation Agent may be removed by the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, will shall promptly appoint a replacement Calculation Agent which does not control or is not controlled by or under common control with (x) the Issuer or its Affiliates or respective Affiliates, (y) the Collateral Manager or its Affiliates and provide notice thereof to the Trustee and or (z) funds or accounts managed by the Collateral AdministratorManager or Affiliates of the Collateral Manager. The Calculation Agent may not resign its duties or be removed without a successor having been duly appointed. (b) The Calculation Agent shall be required to agree (and the Collateral Administrator as Calculation Agent agrees under the Collateral Administration Agreementdoes hereby agree) that, unless an Alternative Rate has replaced LIBOR, as soon as possible possiblepracticable after 11:00 a.m. London London5:00 a.m. Chicago time on each Interest Determination Date, but in no event later than 11:00 a.m. New York time on the London Banking BankingBusiness Day immediately following each Interest Determination Date, the Calculation Agent will shall calculate the Interest Rate applicable to each Class of Floating Rate Notes NotesDebt during the related Interest Accrual Period and the Note 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 Notes NotesDebt in respect of the related Interest Accrual Period. At such time, the Calculation Agent will shall communicate such rates and amounts to the IssuerCo-Issuers, the Trustee, the Class A-1L Loan Agent (who shall forward to each Class A-1L Lender) each Paying Agent, the Collateral Manager, DTC, Euroclear and Clearstream. The Calculation Agent will shall also specify to the Issuer Co-Issuers the quotations upon which the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer Co-Issuers before 5:00 p.m. (New York time) on every Interest Determination Date if it has not determined and is not in the process of determining any such Interest Rate or Note NoteDebt Interest Amount together with its reasons therefor. The Calculation Agent’s determination of the foregoing rates and amounts for any Interest Accrual Period will shall (in the absence of manifest error) be final and binding 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 Issuers Issuer hereby agree agrees that for so long as any Floating Rate Note remains of the Notes remain Outstanding there 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 the Reference Rate LIBOR in respect of each Interest Accrual Period in accordance with the definition terms of Reference Rate this Section 6.17 (the “Calculation Agent”). The Issuers Issuer hereby appoint initially appoints the Collateral Administrator Trustee as Calculation AgentAgent 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 Issuers or the Collateral Manager, on behalf of the Issuers, Issuer at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers Issuer, or if the Collateral Manager, on behalf Calculation Agent fails to determine the Note Interest Rate and the Interest for any Class of the IssuersSecured Notes for any Interest Accrual Period, the Issuers or the Collateral Manager, on behalf of the Issuers, Issuer will promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in U.S. Dollar deposits in the London interbank market and which does not control or and is not controlled by or under common control with the Issuer or its Affiliates or the Collateral Manager or its Affiliates and provide notice thereof to the Trustee and the Collateral Administratortheir Affiliates. The Calculation Agent may not resign its duties or be removed without a successor having been duly appointed. (b) The Any Calculation Agent other than the Trustee shall be required to agree (by its execution of an agreement, and the Collateral Administrator Trustee, as Calculation Agent, hereby agrees, to perform its duties as Calculation Agent agrees under the Collateral Administration Agreementin accordance with Section 6.17(c). (c) that, as As soon as possible after 11:00 a.m. (London time time) on each Interest LIBOR Determination Date, but in no event later than 11:00 a.m. (New York time time) on the London Banking Business Day immediately following each Interest LIBOR Determination Date, the Calculation Agent will calculate cause the Note Interest Rate applicable to for each Class of Floating Rate the Secured Notes during for the related Interest Accrual Period Period, the date of the related Payment Date and the Note amount of interest for such Interest Accrual Period payable in respect of each $1,000 by Aggregate Principal Amount of each Class of Secured Notes (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 be given to the Issuer, the Trustee, each Paying Agent, the Collateral Manager, DTCthe Depository, Euroclear Euroclear, Clearstream, Luxembourg, the Irish Stock Exchange (if and Clearstreamfor 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 will also specify to the Issuer and the Collateral Manager the quotations upon which the foregoing rates and amounts Note Interest Rates for the Secured Notes are based, and in any event the Calculation Agent shall notify the Issuer before 5:00 p.m. 10:00 a.m. (New York time) on every Interest the Business Day after each LIBOR Determination Date if it has not determined and is not in the process of determining any such Interest Rate or Note Interest Amount Rates and Interest, together with its reasons therefor. The Calculation Agent’s determination of the foregoing rates and amounts Note Interest Rate for any Interest Accrual Period will each Class of the Secured Notes by the Calculation Agent shall (in the absence of manifest error) be final and binding upon all parties.

Calculation Agent. (a) The Issuers hereby agree that Commonwealth shall be the initial Calculation Agent for so long as any Floating Rate Note remains Outstanding there will at all times be an agent appointed (which does not control or is not controlled or under common control the Bonds. The Commonwealth may, in consultation with the Issuers or their Affiliates or Purchaser, delegate the Collateral Manager or its Affiliates) authority to calculate determine the Reference Rate in respect of each Interest Accrual Period in accordance with the definition of Reference Rate (the “rate as provided herein to a successor Calculation Agent”). The Issuers hereby appoint Every successor Calculation Agent appointed pursuant to the Collateral Administrator provisions hereof shall be, if there be such an institution willing, qualified and able to accept the duties of the Calculation Agent upon customary terms, a bank or trust company or any entity, within or without the Commonwealth, in good standing. Written notice of such appointment shall promptly be given by the Commonwealth 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 of the successor, execute and deliver such instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in such successor all rights, powers, duties and obligations of such predecessor. The If no successor Calculation Agent has accepted appointment in the manner provided above within 60 days after the Calculation Agent has given notice of its resignation or is removed as provided above, the Calculation Agent may petition any court of competent jurisdiction for the appointment of a temporary successor Calculation Agent; provided that any Calculation Agent so appointed shall immediately and without further act be removed superseded by a Calculation Agent appointed by the Issuers or the Collateral Manager, on behalf of the Issuers, at any timeCommonwealth as provided above. If the Calculation Agent is unable an entity other than the Commonwealth, any corporation or unwilling to act as such or is removed by association into which the Issuers or the Collateral Manager, on behalf of the Issuers, the Issuers or the Collateral Manager, on behalf of the Issuers, will promptly appoint a replacement Calculation Agent 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 and provide notice thereof to the Trustee and the Collateral Administrator. The Calculation Agent may not resign be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its duties 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 removed without a and become the successor having been duly appointed. (b) The Calculation Agent shall be required hereunder, without the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto, anything herein to agree (and the Collateral Administrator as contrary notwithstanding. If the Calculation Agent agrees under is an entity other than the Collateral Administration Agreement) that, as soon as possible after 11:00 a.m. London time on each Interest Determination Date, but in no event later than 11:00 a.m. New York time on the London Banking Day immediately following each Interest Determination DateCommonwealth, the Calculation Agent will calculate the Interest Rate applicable to each Class of Floating Rate Notes during the related Interest Accrual Period and the Note Interest Amount may at any time resign by giving thirty (in each case, rounded 30) days’ notice to the nearest cent, with half Commonwealth. Such resignation shall not take effect until the appointment as provided herein of a cent being rounded upward) payable on successor Calculation Agent. If the related Payment Date in respect of such Class of Floating Rate Notes in respect of Calculation Agent is an entity other than the related Interest Accrual Period. At such timeCommonwealth, the Calculation Agent will communicate such rates and amounts may be removed at any time by an instrument in writing delivered to the IssuerCalculation Agent by the Commonwealth. In no event, however, shall any removal of the Trustee, each Paying Calculation Agent take effect until a successor Calculation Agent shall 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, the Collateral Manager, DTC, Euroclear and Clearstream. The Calculation Agent will also specify which determination shall be evidenced by written notice delivered to the Issuer Owners of the quotations upon which the foregoing rates and amounts are based, and in any event Bonds. SPECIMEN In case the Calculation Agent shall notify the Issuer before 5:00 p.m. (New York time) on every Interest 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 dissolution or liquidation, or otherwise become incapable of acting as Calculation Agent or in case it shall be taken under the control of any such Interest Rate public officer or Note Interest Amount together with its reasons therefor. The Calculation Agent’s determination officers, or of a receiver appointed by a court, a successor may be appointed by the foregoing rates and amounts for any Interest Accrual Period will (in the absence of manifest error) be final and binding upon all partiesCommonwealth as provided above.

Calculation Agent. (a) The Issuers Issuer and the Co-Issuer hereby agree that for so long as any Floating Rate Note remains Notes remain Outstanding there will shall 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 the Reference Rate LIBOR in respect of each Interest Accrual Period in accordance with the definition terms of Reference Rate Schedule F hereto (the “"Calculation Agent”"). The Issuers hereby appoint Issuer and the Collateral Administrator Co-Issuer have initially appointed the Trustee as Calculation AgentAgent for purposes of determining LIBOR for each Interest Accrual Period. The Calculation Agent may be removed by the Issuers or 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 Collateral Manager, on behalf of each Hedge Counterparty, the Issuers, at any timeNoteholders and each Rating Agency. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers or Issuer and the Collateral Manager, on behalf Co-Issuer in respect of the Issuersany Interest Accrual Period, the Issuers or Issuer and the Collateral ManagerCo-Issuer shall, on behalf with the prior written consent of the Issuerseach Hedge Counterparty, 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 and provide notice thereof to the Trustee and the Collateral AdministratorCo-Issuer. The Calculation Agent may not resign its duties or be removed 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 (and the Collateral Administrator as Calculation Agent agrees under the Collateral Administration Agreement) that, as soon as possible practicable after 11:00 a.m. (London time time) on each Interest LIBOR Determination DateDate (as defined in Schedule F hereto), but in no event later than 11:00 a.m. (New York time time) on the London Banking Day immediately following each Interest LIBOR Determination Date, the Calculation Agent will shall calculate (x) LIBOR for the Interest Rate applicable to each Class of Floating Rate Notes during the related next Interest Accrual Period and (y) the Note amount of interest for such Interest Amount Accrual Period payable in respect of each U.S. $1,000 principal amount of each Class of Notes (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 timeDate, the Calculation Agent and will communicate such rates and amounts to the Issuer, the Co-Issuer, the Trustee, each Paying Agent, the Collateral Manager, DTCthe Paying 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 will shall also specify to the Issuer and the Co-Issuer the quotations upon which the foregoing rates and amounts are 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 every Interest each LIBOR Determination Date if it has not determined and is not in the process of determining any such LIBOR and the Interest Rate or Note Interest Amount Distribution Amounts for each Class of Notes, together with its the reasons therefor. The Calculation Agent’s determination of the foregoing rates Class A Rate, Class B Rate, Class C Rate and amounts for any Class D Rate and the related Class A Interest Accrual Period will (in Distribution Amount, Class B Interest Distribution Amount, Class C Interest Distribution Amount and Class D Interest Distribution Amount, respectively, by the absence of Calculation Agent shall, absent manifest error) , be final and binding upon on all parties.

Calculation Agent. (a) The Issuers hereby agree that for so long as In the case of any Floating Rate Note remains Outstanding there will at all times be an agent appointed (Series of Covered Bonds which does not control or is not controlled or under common control with requires the Issuers or their Affiliates or the Collateral Manager or its Affiliates) to calculate the Reference Rate in respect appointment of each Interest Accrual Period in accordance with the definition of Reference Rate (the “a 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). The Issuers hereby appoint the Collateral Administrator , as Calculation Agent. The Calculation Agent may be removed by the Issuers or the Collateral Manager, on behalf of the Issuers, at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers or the Collateral Manager, on behalf of the Issuers, the Issuers or the Collateral Manager, on behalf of the Issuers, will promptly appoint a replacement Calculation Agent 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 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. (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 (and effect the Collateral Administrator appointment of the Dealer or Lead Manager as Calculation Agent agrees under in relation to that Series of Covered Bonds, and the Collateral Administration AgreementSchedule 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 the case may be). (c) that, Should a request be made to the Issuer for the appointment of a Nominee as soon as possible after 11:00 a.m. London time on each Interest Determination Date, but in no event later than 11:00 a.m. New York time on the London Banking Day immediately following each Interest Determination Date, the Calculation Agent will calculate the Interest Rate applicable to each Class of Floating Rate Notes during the related Interest Accrual Period and the Note Interest Amount (Issuer agrees to such request, the Nominee shall agree with the Issuer in each case, rounded writing to its appointment as Calculation Agent on the terms set out in the Calculation Agency Agreement set out in Schedule 1 to the nearest cent, with half a cent being rounded upward) payable on Agency Agreement and no further action shall be required to effect the related Payment Date in respect of such Class of Floating Rate Notes in respect appointment of the related Interest Accrual Period. At such timeNominee as Calculation Agent in relation to that Series of Covered Bonds, and the Schedule to the Calculation Agent will communicate such rates and amounts Agency Agreement shall be deemed to the Issuer, the Trustee, each Paying Agent, the Collateral Manager, DTC, Euroclear and Clearstreambe duly annotated to include that Series. The Calculation Agent name of the Nominee so appointed will also specify to the Issuer the quotations upon which the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer before 5:00 p.m. (New York time) on every Interest Determination Date if it has not determined and is not be entered in the process of determining any such Interest Rate applicable Final Terms Document or Note Interest Amount together with its reasons therefor. The Calculation Agent’s determination of Pricing Supplement (as the foregoing rates and amounts for any Interest Accrual Period will (in the absence of manifest error) be final and binding upon all partiescase may be).

Calculation Agent. (a) The Issuers hereby agree that Property Trustee shall initially, and, subject to the immediately following sentence, for so long as it holds any Floating Rate Note remains Outstanding there will at all times of the Notes, 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 the Reference Rate in respect Calculation Agent for purposes of determining LIBOR for each Interest Accrual Period in accordance with the definition of Reference Rate (the “Calculation Agent”). The Issuers hereby appoint the Collateral Administrator as Calculation AgentDistribution Date. The Calculation Agent may be removed by the Issuers or the Collateral Manager, on behalf of the Issuers, Administrative Trustees at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers or the Collateral Manager, on behalf of the IssuersAdministrative Trustees, the Issuers or the Collateral Manager, on behalf of the Issuers, Administrative Trustees will promptly appoint as a replacement Calculation Agent the London office of a leading bank which is engaged in transactions in three (3) 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 or the Collateral Manager or its Affiliates and provide notice thereof to the Trustee and the Collateral AdministratorAffiliates. The Calculation Agent may not resign its duties or be removed without a successor having been duly appointed. (b) The Calculation Agent shall be required to agree (agree, and the Collateral Administrator Property Trustee as the initial Calculation Agent agrees under the Collateral Administration Agreement) hereby agrees, that, as soon as possible after 11:00 a.m. A.M. (London time time) on each Interest LIBOR Determination Date, but in no event later than 11:00 a.m. New York time A.M. (London time) on the London Banking Business Day immediately following each Interest LIBOR Determination Date, the Calculation Agent will calculate the Interest Rate applicable to each Class of Floating Rate Notes during the related Interest Accrual Period interest rate and the Note Interest Amount dollar amount (in each case, rounded to the nearest cent, with half a cent being rounded upwardupwards) payable on for the related Payment Date in respect of such Class of Floating Rate Notes in respect of the related Interest Accrual Period. At such timeDistribution Date, the Calculation Agent and will communicate such rates rate and amounts amount to the IssuerDepositor, the Administrative Trustees, the Note Trustee, the Property Trustee (if the Property Trustee is not the Calculation Agent), each Paying Agent, Agent and the Collateral Manager, DTC, Euroclear and ClearstreamDepositary. The Calculation Agent will also specify to the Issuer Administrative Trustees the quotations upon which the foregoing rates and amounts are basedbased and, and in any event event, the Calculation Agent shall notify the Issuer Administrative Trustees before 5:00 p.m. P.M. (New York London time) on every Interest 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 any such Interest Rate or Note Interest Amount the foregoing rates and amounts, together with its reasons therefor. The Calculation Agent’s 's determination of the foregoing rates and amounts for any Interest Accrual Period Distribution Date will (in the absence of manifest error) be final and binding 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 Issuers Issuer hereby agree agrees that for so long as any Class of Floating Rate Note remains Notes remain Outstanding there will at all times be an agent appointed (which does not control or is not controlled or under common control with the Issuers Issuer or their its Affiliates or the Collateral Manager or its Affiliates) to calculate the Reference Rate Benchmark in respect of each Interest Accrual Period in accordance with the definition of Reference Rate Benchmark (the “Calculation Agent”). The Issuers Issuer hereby appoint appoints the Collateral Administrator as Calculation Agent. The Calculation Agent may be removed by the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers Issuer or the Collateral Manager on behalf of the Issuer, as described in sub-section (b), in respect of any Interest Accrual Period, the Issuer or the Collateral Manager, on behalf of the Issuers, the Issuers or the Collateral Manager, on behalf of the IssuersIssuer, will promptly appoint a replacement Calculation Agent 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 and provide notice thereof to the Trustee and the Collateral AdministratorAffiliates. The Calculation Agent may not resign its duties or be removed without a successor having been duly appointed. (b) The Calculation Agent shall be required to agree (and the Collateral Administrator as Calculation Agent agrees under the Collateral Administration Agreementdoes hereby agree) that, as soon as possible after 11:00 a.m. London 5:00 p.m. New York time on each Interest Determination Date, but in no event later than 11:00 a.m. 5:00 p.m. New York time on the London Banking U.S. Government Securities Business Day immediately following each Interest Determination Date, the Calculation Agent will calculate the 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 Trustee, each Paying Agent, the Collateral Manager, DTC, Euroclear and Clearstream. The Calculation Agent will also specify to the Issuer the quotations upon which the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer before 5:00 p.m. (New York time) on every Interest Determination Date if it has not determined and is not in the process of determining any such Interest Rate or Note Interest Amount together with its reasons therefor. The Calculation Agent’s determination of the foregoing rates and amounts for any Interest Accrual Period will (in the absence of manifest error) be final and binding 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 Issuers IssuersIssuer hereby agree that for so long as any Floating Rate Note Debt remains Outstanding there 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 theirIssuer or its Affiliates or the Collateral Manager or its Affiliates) to calculate the Reference Rate Benchmark in respect of each Interest Accrual Period in accordance with the definition of Reference Rate LIBOR and Term SOFR RateBenchmark (the ““Calculation Agent”” ). The Issuers IssuersIssuer hereby appoint appointappoints the Collateral Administrator as Calculation Agent. The Calculation Agent may be removed by the Issuers IssuersIssuer or the Collateral Manager, on behalf of the IssuersIssuersIssuer, at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers IssuersIssuer or the Collateral Manager, on behalf of the IssuersIssuersIssuer, the Issuers IssuersIssuer or the Collateral Manager, on behalf of the IssuersIssuersIssuer, will promptlybe required to appoint promptly appoint a replacement Calculation Agent which does not control or xxxxx is not controlled by or under common control with the Issuer or its Affiliates or or, the Collateral Manager or its itstheir 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. (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 possible after 11:00 a.m. London London5:00 p.m. New York time on each Interest Determination Date, but in no event later than 11:00 a.m. a.m5:00 p.m. New York time on the London Banking Day or U.S. Government Securities Business Day, as applicable, immediately following each Interest Determination Date, the Calculation Agent will calculate the Interest Rate applicable to each Class of Floating Rate Notes Debt during the related Interest Accrual Period (or, for the first Interest Accrual Period, during the related Notional Accrual Period) and the Note 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 Notes 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 IssuerIssuersIssuer, the Collateral Trustee, the Loan Agent, each Paying Agent, the Collateral Manager, DTC, Euroclear and Clearstream. The Calculation Agent will also specify to the Issuer IssuersIssuer the quotations upon which the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer IssuersIssuer before 5:00 p.m5:00 p.m. (New York time) on every Interest Determination Date if it has not determined and is not in the process of determining any such Interest Rate or Note Debt Interest Amount together with its reasons therefor. The Calculation Agent’s determination of the foregoing rates and amounts for any Interest Accrual Period or Notional Accrual Period will (in the absence of manifest error) be final and binding upon all parties.

Calculation Agent. (a) The Co-Issuers hereby agree that for so long as any Floating Rate Note remains of the Notes remain Outstanding there 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 or any other specified interest rate (including the Reference Rate “swap rate” for any applicable term) in respect of each Interest Accrual Period (or other applicable period) in accordance with the definition terms of Reference Rate each Supplemental Indenture relating to any Notes that remain Outstanding (the “Calculation Agent”). The Co-Issuers hereby appoint the Collateral Administrator Indenture Trustee as Calculation Agent. 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 (or other applicable period) and the Indenture Trustee hereby accepts such appointment. (b) The Calculation Agent may be removed by the Co-Issuers or the Collateral Manager, on behalf of the Issuers, at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers or the Collateral Manager, on behalf of the Co-Issuers, the Co-Issuers or the Collateral Manager, on behalf of the Issuers, will shall promptly appoint as a replacement Calculation Agent a leading bank which does not control or is engaged in transactions in Dollar deposits in the international Dollar market and which is not controlled by or under common control with an Affiliate of any of the Issuer or its Affiliates or the Collateral Manager or its Affiliates and provide notice thereof to the Trustee and the Collateral AdministratorCo-Issuers. The Calculation Agent may shall not resign its duties or be removed without a successor having been duly appointed. (bc) The Calculation Agent shall be required to agree (and the Collateral Administrator Indenture Trustee, in its capacity as Calculation Agent agrees under the Collateral Administration AgreementAgent, does hereby agree) that, as soon as possible practicable after 11:00 a.m. (London time time) on each Interest Rate Determination Date, but in no event later than 11:00 a.m. (New York time time) on the London Banking Business Day immediately following each Interest Rate Determination Date, the Calculation Agent will shall calculate the Series Interest Rate applicable relating to each Class Series of Floating Rate Notes during for the related next Interest Accrual Period and the Note Series Interest Payment Amount relating to each Series of Notes, each as applicable (in each case, 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 timeDate, the Calculation Agent will and shall communicate such rates and amounts to the IssuerCo-Issuers, the Indenture Trustee, the Insurers, if any, each Paying AgentAgent and, if any Series of Notes is in the Collateral Managerform of a Regulation S Global Note, DTC, Euroclear and Clearstream. The Calculation Agent will shall also specify to the Issuer Co-Issuers and to each Insurer, if any, the quotations upon which the foregoing rates and amounts are each Series Interest Rate is based, and in any event the Calculation Agent shall notify the Issuer Co-Issuers before 5:00 p.m. (New York time) on every Interest each Rate Determination Date if it has not determined and is not in the process of determining any such Series Interest Rate or Note Rate, the Series Interest Amount Payment Amount, together with its reasons therefor. The Calculation Agent’s determination of the foregoing rates Series Interest Rate and amounts for any the Series Interest Accrual Period will (in Payment Amount, as applicable, by the absence of Calculation Agent shall, absent manifest error) , be final and binding upon on all parties.

Calculation Agent. (a) The Issuers Company hereby agree agrees that for so long as any Floating Rate Note remains Outstanding of the Securities remain Outstanding, there 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 the Reference Rate LIBOR in respect of each Interest Accrual Period Payment Date in accordance with the definition terms of Reference Rate Schedule A (the “Calculation Agent”). The Issuers hereby appoint Company has initially appointed the Collateral Administrator Property Trustee as Calculation AgentAgent for purposes of determining LIBOR for each Interest Payment Date. The Calculation Agent may be removed by the Issuers or the Collateral Manager, on behalf of the Issuers, Company at any time; provided, that so long as the Property Trustee holds any of the Securities, the Calculation Agent shall be the Property Trustee. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers or the Collateral Manager, on behalf of the IssuersCompany, the Issuers or the Collateral Manager, on behalf of the Issuers, 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 or the Collateral Manager or its Affiliates and provide notice thereof to the Trustee and the Collateral AdministratorAffiliates. The Calculation Agent may not resign its duties or be removed without a successor having been duly appointed. (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 possible after 11:00 a.m. (London time time) on each Interest LIBOR Determination DateDate (as defined in Schedule A), but in no event later than 11:00 a.m. New York time (London time) on the London Banking Business Day immediately following each Interest LIBOR Determination Date, the Calculation Agent will calculate the Interest Rate applicable to each Class of Floating Rate Notes during the related Interest Accrual Period interest rate and the Note Interest Amount interest payment (in each case, rounded to the nearest cent, with half a cent being rounded upwardupwards) payable on the related Payment Date in respect of such Class of Floating Rate Notes in respect of for the related Interest Accrual Period. At such timePayment Date, the Calculation Agent and will communicate such rates rate and amounts amount to the IssuerCompany, the Trustee, each Paying Agent, Agent and the Collateral Manager, DTC, Euroclear and ClearstreamDepositary. The Calculation Agent will also specify to the Issuer Company the quotations upon which the foregoing rates and amounts are basedbased and, and in any event event, the Calculation Agent shall notify the Issuer Company before 5:00 p.m. (New York London time) on every Interest 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 any such Interest Rate or Note Interest Amount the foregoing rates and amounts, together with its reasons therefor. The Calculation Agent’s determination of the foregoing rates and amounts for any Interest Accrual Period Payment Date will (in the absence of manifest error) be final and binding 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. [TPW: NYLEGAL:622313.5] 20889-00007 02/26/2007 01:27 PM

Calculation Agent. (a) The Co-Issuers hereby agree that that, for so long as any Floating Rate Note remains of the Notes remain Outstanding there (and the Commitment Period Termination Date has not occurred), the Co-Issuers will at all times cause there to 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 the Reference Rate LIBOR in respect of each Interest Accrual Period in accordance with the definition terms of Reference Rate Schedule B (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 Co-Issuers hereby appoint have initially appointed the Collateral Administrator Trustee as Calculation AgentAgent for purposes of determining LIBOR for each Interest Period. The Calculation Agent may be removed by the Co-Issuers or the Collateral Manager, on behalf of the Issuers, at any time. If the Calculation Agent is unable or unwilling to act as such or such, is removed by the Co-Issuers or fails to determine the Collateral Manager, on behalf Note Interest Rate for any Class of Notes or the Issuersamount of interest payable in respect of any Class of Notes for any Interest Period, the Co-Issuers or the Collateral Manager, on behalf of the Issuers, will promptly appoint as a replacement Calculation Agent a leading bank 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 Affiliates or the Collateral Manager or its Affiliates and provide notice thereof to the Trustee and the Collateral Administratorany of their respective Affiliates. The Calculation Agent may not resign its duties or be removed without a successor having been duly appointed. The determination of the Note Interest Rate for the Notes for each Interest Period by the Calculation Agent shall (in the absence of manifest error) be final and binding on all parties. (b) The Calculation Agent shall be required to agree (and the Collateral Administrator as Calculation Agent agrees under the Collateral Administration Agreement) thatshall, as soon as possible after 11:00 a.m. (London time time) on each Interest LIBOR Determination Date, but in no event later than 11:00 a.m. New York time (London time) on the London Banking Business Day immediately following each Interest LIBOR Determination Date, the Calculation Agent will calculate the Note Interest Rate applicable to for each Class of Floating Notes (or, with respect to any LIBOR Determination Date relating to a Borrowing Date, the Note Interest Rate for the portion of the Class A-1A Notes during being drawn on such Borrowing Date) for the related Interest Accrual Period and the Note amount of interest for the related Interest Amount Period payable in respect of each U.S.$1,000 in principal amount of each Class of Notes (in each case, case rounded to the nearest cent, with half a cent being rounded upward) payable on the related Payment Distribution Date in respect of such Class of Floating Rate Notes in respect of the related Interest Accrual Period. At such time, the Calculation Agent and will communicate such rates and amounts and the related Distribution Date to the IssuerCo-Issuers, the Trustee, each Paying Agent (other than the Preferred Share Paying Agent), the Collateral ManagerDepositary, DTCEuroclear, Euroclear Clearstream, Luxembourg and Clearstream(in the case of any Class of Notes listed on the Irish Stock Exchange) the Irish Stock Exchange. The Calculation Agent will also specify to the Issuer Co-Issuers the quotations upon which the foregoing rates and amounts are Note Interest Rate for each Class of Notes is based, and in any event the Calculation Agent shall notify the Issuer Co-Issuers before 5:00 p.m. (New York London time) on every Interest 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 any such Interest Rate or Note Interest Amount Rates, together with its reasons therefor. The Calculation Agent’s determination Agent also will cause the Note Interest Rate for each Interest Period for each Class of Notes listed on the Irish Stock Exchange, the 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 foregoing rates Irish Stock Exchange as soon as possible after the Calculation Agent has determined such Note Interest Rates and amounts for any Interest Accrual Period will (in the absence of manifest error) be final and binding upon all partiesamounts.

Calculation Agent. (a) The Issuers Issuer hereby agree agrees that for so long as any of the Floating Rate Note Debt remains Outstanding there will at all times be an a calculation 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 the Reference Rate Benchmark in respect of each Interest Accrual Period in accordance with the definition of Reference Rate terms hereto (the “Calculation Agent”). The Issuers hereby appoint Calculation Agent appointed by the Collateral Administrator as Calculation AgentIssuer must be a bank that does not control, is not controlled by and is not under common control with, the Issuer or any of their respective Affiliates. The Calculation Agent may be removed by the Issuers or the Collateral Manager, on behalf of the Issuers, Issuer at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers Issuer, or if the Collateral Manager, on behalf Calculation Agent fails to determine any of the Issuersinformation, as described in subsection (b) below, in respect of any Interest Accrual Period, the Issuers or the Collateral Manager, on behalf of the Issuers, will Issuer shall promptly appoint a replacement the London office of another leading bank meeting the qualifications set forth above to act as Calculation Agent 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 and provide notice thereof to the Trustee and the Collateral AdministratorAgent. The Calculation Agent may not resign its duties or be removed without a successor having been duly appointed. The Issuer hereby appoints the Collateral Administrator as the initial Calculation Agent for purposes of determining the Benchmark for each Interest Accrual Period. (b) The While the Benchmark is Term SOFR, 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 possible practicable after 11:00 a.m. London time 6:00 a.m., New York City time, on each Interest Determination Date, but in no event later than 11:00 a.m. 5:00 p.m., New York time City time, on the London Banking Day immediately following each such Interest Determination Date, the Calculation Agent will shall calculate the Interest Rate interest rate applicable to each Class of Floating Rate Notes during Debt for the related following Interest Accrual Period Period, and 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, and the Note Interest Amount 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 (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 timeupwards), the Calculation Agent will communicate such rates and amounts to the Issuer, the Collateral Trustee, the Loan Agent, the Asset Manager, Euroclear, Clearstream and each Paying Agent, the Collateral Manager, DTC, Euroclear and Clearstream. . (c) The Calculation Agent will also specify to the Issuer the quotations upon which the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer before 5:00 p.m. (New York City time) on every each 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 any such each of the Floating Rate Debt Interest Rate or Note Rates and each of the Debt Interest Amount Amounts, together with its reasons therefor. The . (d) In connection with the adoption of any Alternative Reference Rate, the Asset Manager will specify the qualifications for the Calculation Agent’s determination Agent and procedures for the calculation and reporting of the foregoing rates Alternative Reference Rate, which may replace those in Section 7.18(b). (e) The establishment of the Benchmark on each Benchmark Determination Date by the Calculation Agent and amounts its calculation of the Debt Interest Rate applicable to each Class of Floating Rate Debt for any the related Interest Accrual Period 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 Holders. 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 all partiesdirection 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 Co-Issuers hereby agree that for so long as any Floating Rate Note remains of the Notes remain Outstanding there 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 the Reference Rate LIBOR or any other specified interest rate in respect of each Interest Accrual Period in accordance with the definition terms of Reference Rate each Supplemental Indenture relating to any Notes that remain Outstanding (the “Calculation Agent”). The Co-Issuers hereby appoint the Collateral Administrator Indenture Trustee as Calculation Agent. Agent for purposes of determining LIBOR or any other specified interest rate for each Interest Accrual Period and the Indenture Trustee hereby accepts such appointment. (b) The Calculation Agent may be removed by the Co-Issuers or the Collateral Manager, on behalf of the Issuers, at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers or the Collateral Manager, on behalf of the Co-Issuers, the Co-Issuers or the Collateral Manager, on behalf of the Issuers, will shall promptly appoint as a replacement Calculation Agent a leading bank which does not control or is engaged in transactions in Dollar deposits in the international Dollar market and which is not controlled by or under common control with an Affiliate of either of the Issuer or its Affiliates or the Collateral Manager or its Affiliates and provide notice thereof to the Trustee and the Collateral AdministratorCo-Issuers. The Calculation Agent may shall not resign its duties or be removed without a successor having been duly appointed. (bc) The Calculation Agent shall be required to agree (and the Collateral Administrator Indenture Trustee, in its capacity as Calculation Agent agrees under the Collateral Administration AgreementAgent, does hereby agree) that, as soon as possible practicable after 11:00 a.m. (London time time) on each Interest Rate Determination Date, but in no event later than 11:00 a.m. (New York time time) on the London Banking Business Day immediately following each Interest Rate Determination Date, the Calculation Agent will shall calculate the Series Interest Rate applicable relating to each Class Series of Floating Rate Notes during for the related next Interest Accrual Period and the Note Series Interest Payment Amount relating to each Series of Notes, each as applicable (in each case, 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 timeDate, the Calculation Agent will and shall communicate such rates and amounts to the IssuerCo-Issuers, the Indenture Trustee, the Insurer, each Paying AgentAgent and, if any Series of Notes is in the Collateral Managerform of a Regulation S Global Note, DTC, Euroclear and Clearstream. The Calculation Agent will shall also specify to the Issuer Co-Issuers and to each Insurer (for so long as it is a Series Controlling Party) the quotations upon which the foregoing rates and amounts are basedeach Series Interest Rate, and in any event the Calculation Agent shall notify the Issuer Co-Issuers before 5:00 p.m. (New York time) on every Interest each Rate Determination Date if it has not determined and is not in the process of determining any such Series Interest Rate or Note Rate, the Series Interest Amount Payment Amount, together with its reasons therefor. The Calculation Agent’s determination of the foregoing rates Series Interest Rate and amounts for any the Series Interest Accrual Period will (in Payment Amount, as applicable, by the absence of Calculation Agent shall, absent manifest error) , be final and binding upon on all parties.

Calculation Agent. (a) The Issuers Issuer hereby agree agrees that for so long as any Floating Rate Note remains Class A Notes remain Outstanding there will shall at all times be an agent appointed (which does not control or is not controlled or under common control with the Issuers Issuer or their its Affiliates or the Collateral Manager or its Affiliates) to calculate the Reference Rate LIBOR in respect of each Interest Accrual Period in accordance with the definition of Reference Rate (the “Calculation Agent”). The Issuers Issuer hereby appoint appoints the Collateral Administrator Trustee as Calculation Agent. The Calculation Agent may be removed by the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, the Issuers or the Collateral Manager, on behalf of the Issuers, will shall promptly appoint a replacement Calculation Agent 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 and provide notice thereof to the Trustee and the Collateral AdministratorAffiliates. The Calculation Agent may not resign its duties or be removed without a successor having been duly appointed. (b) The Calculation Agent shall be required to agree (and the Collateral Administrator Trustee as Calculation Agent agrees under the Collateral Administration Agreementdoes hereby agree) that, as soon as possible after 11:00 a.m. London time on each Interest Determination Calculation Date, but in no event later than 11:00 a.m. New York time on the London Banking Day immediately following each Interest Determination Calculation Date, the Calculation Agent will shall calculate the Interest Rate applicable to each for the Class of Floating Rate A Notes during for the related next Interest Accrual Period and the Note Interest Amount for the Class A Notes (in each case, rounded to the nearest cent, with half a cent being rounded upward) payable for the next Interest Period, on the related Payment Date in respect of such Class of Floating Rate Notes in respect of the related Interest Accrual PeriodDate. At such time, time the Calculation Agent will shall communicate such rates and amounts to the Issuer, the Trustee, each Paying Agent, the Collateral Manager, DTC, Euroclear and Clearstream. The Calculation Agent will shall also specify to the Issuer the quotations upon which the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer before 5:00 p.m. (New York time) on every Interest Determination Calculation Date if it has not determined and is not in the process of determining any such Interest Rate or Note Interest Amount together with its reasons therefor. The Calculation Agent’s determination of the foregoing rates and amounts for any Interest Accrual Period will shall (in the absence of manifest error) be final and binding upon all parties.

Calculation Agent. (a) The Issuers hereby agree that for so long as any Floating Rate Note Debt remains Outstanding there 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 the Reference Rate LIBOR in respect of each Interest Accrual Period in accordance with the definition of Reference Rate LIBOR (the “Calculation Agent”). The Issuers hereby appoint the Collateral Administrator as Calculation Agent. The Calculation Agent may be removed by the Issuers or the Collateral Manager, on behalf of the Issuers, at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers or the Collateral Manager, on behalf of the Issuers, the Issuers or the Collateral Manager, on behalf of the Issuers, will promptly appoint a replacement Calculation Agent 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 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. (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 possible after 11:00 a.m. London time on each Interest Determination Date, but in no event later than 11:00 a.m. New York time on the London Banking Day immediately following each Interest Determination Date, the Calculation Agent will calculate the Interest Rate applicable to each Class of Floating Rate Notes Debt during the related Interest Accrual Period and the Note 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 Notes Debt in respect of the related Interest Accrual Period. At such time, the Calculation Agent will communicate such rates and amounts to the IssuerIssuers, the Collateral Trustee, the Loan Agent, each Paying Agent, the Collateral Manager, DTC, Euroclear and Clearstream. The Calculation Agent will also specify to the Issuer Issuers the quotations upon which the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer Issuers before 5:00 p.m. (New York time) on every Interest Determination Date if it has not determined and is not in the process of determining any such Interest Rate or Note Debt Interest Amount together with its reasons therefor. The Calculation Agent’s determination of the foregoing rates and amounts for any Interest Accrual Period will (in the absence of manifest error) be final and binding upon all parties.

Calculation Agent. (a) The Issuers Issuer hereby agree agrees that for so long as any Floating Rate Note Debt remains Outstanding there 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 Issuers Issuer or their its Affiliates or the Collateral Manager or its Affiliates) to calculate the Reference Rate in respect of for each Interest Accrual Period on the Interest Determination Date or, if the Reference Rate is not the Term SOFR Rate, the time determined by the Collateral Manager (on behalf of the Issuer) and adopted in accordance with the definition of Reference Rate Benchmark Replacement Conforming Changes (the “Calculation Agent”). The Issuers Issuer hereby appoint appoints the Collateral Administrator as Calculation Agent. The Calculation Agent may be removed by the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, will promptly appoint a replacement Calculation Agent 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 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. (b) The Calculation Agent shall be required to agree (and the Collateral Administrator as Calculation Agent agrees under the Collateral Administration Agreementdoes hereby agree) that, as soon as possible after 11:00 5:00 a.m. London Chicago time on each Interest Determination Date, but in no event later than 11:00 a.m. 5:00 p.m. New York time on the London Banking U.S. Government Securities Business Day immediately following each Interest Determination Date, the Calculation Agent will calculate the Interest Rate applicable to each Class of Floating Rate Notes Debt during the related Interest Accrual Period and the Note 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 Notes 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 Trustee, the Loan Agent, each Paying Agent, DTC, the Collateral Manager, DTC, Euroclear and Clearstream. The Calculation Agent will also specify to the Issuer the quotations upon which the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer before 5:00 p.m. (New York time) time on every Interest Determination Date if it has not determined and is not in the process of determining any such Interest Rate or Note Debt Interest Amount together with its reasons therefor. The Calculation Agent’s determination of the 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 Loan Agent nor the Trustee shall have any responsibility or liability for the selection of an alternative base rate (including a Reference Rate, an Alternative Rate, a Fallback Rate and/or a Benchmark Replacement 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 (d) The Trustee, the Paying Agent, the Collateral Administrator and the Calculation Agent shall have no obligation, responsibility or liability for (i) monitoring, determining or verifying the unavailability or cessation of the Term SOFR Rate (or other Reference Rate), or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of, a Benchmark Transition Event or Benchmark Replacement Date, (ii) the designation, determination, selection, identification or adoption of an Alternative Rate (including any Benchmark Replacement Rate, Designated Base Rate, Fallback Rate, SOFR, Term SOFR Rate, Benchmark Replacement Rate Adjustment or any other reference rate component or modifier thereto and any Benchmark Replacement Conforming Changes) as a successor or replacement benchmark to the Term SOFR Rate or determining whether any such rate is a Benchmark Replacement Rate or Fallback Rate or whether the conditions to the designation of such rate or the adoption of a Reference Rate Amendment have been satisfied (subject to, and except as otherwise provided in, this Indenture) and shall be entitled to rely upon any designation, determination or selection of such rate by the Collateral Manager or (iii) determining whether or what Benchmark Replacement Conforming Changes or Reference Rate Amendment, if any, are necessary or advisable in connection with any of the foregoing or, with respect to each Floating Rate Obligation, neither the Trustee nor the Collateral Administrator shall have any responsibility or liability to (w) monitor the status of the Term SOFR Rate or other applicable reference rate, (x) determine whether a substitute index or reference rate should or could be selected, (y) determine the selection of any such substitute reference rate and (z) exercise any right related to the foregoing on behalf of the Issuer, the Holders or any other Person. (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 Rate” or other Reference Rate (including any inability to calculate the Alternative Rate selected by the Collateral Manager) 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.

Calculation Agent. (a) The Issuers Issuer hereby agree agrees that for so long as any Floating Rate Note remains Class A Loans or Notes remain Outstanding there will shall 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 the Reference Rate Benchmark in respect of each Interest Accrual Period in accordance with the definition terms of Reference Rate Schedule B attached hereto (the “Calculation Agent”). The Issuers hereby appoint Issuer initially has appointed the Collateral Note Administrator as Calculation AgentAgent for purposes of determining the Benchmark for each Interest Accrual Period. The Calculation Agent may be removed by the Issuers Issuer at any time, with or without cause, upon no less than thirty (30) days’ written notice to the Calculation Agent. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Collateral Manager, on behalf of the IssuersClass A Lenders, at any timethe Noteholders and the Rating Agencies. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers Issuer, or if the Calculation Agent fails to determine the then-current Benchmark or the Collateral Manager, on behalf Interest Distribution Amount for the Class A Loans and for any Class of the IssuersNotes for any Interest Accrual Period, the Issuers or the Collateral Manager, on behalf of the Issuers, will Issuer shall promptly appoint as a replacement Calculation Agent a leading bank, which does not control or is not controlled by or under common control with the Issuer or its Affiliates or Affiliates. If the Collateral Manager or its Affiliates and provide notice thereof to Calculation Agent is removed without cause, the Trustee and expenses incurred in connection with transferring the Collateral AdministratorCalculation Agent’s responsibilities hereunder shall be reimbursed by the Issuer. 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 Class A Loans and Notes or any Holder of a Class A Loan or Note, on behalf of himself and all others similarly situated, may, at the Issuer’s expense, 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) thatcalculate, as soon as possible after 11:00 a.m. London time on each Interest Determination Date, but in no event later than 11:00 a.m. New York time on the London Banking Day immediately following each Interest Benchmark Determination Date, the Calculation Agent will calculate Benchmark for the Interest Rate applicable to each Class of Floating Rate Notes during the related next 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 via the Issuer, the Trustee, each Paying Agent, the Collateral Manager, DTC, Euroclear and ClearstreamMonthly Report. The Calculation Agent will also specify to the Issuer the quotations upon which the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer and the Collateral Manager before 5:00 p.m. (New York time) on every Interest each Benchmark Determination Date if it has not determined and is not in the process of determining any such the Benchmark and the Interest Rate or Note Interest Amount Distribution Amounts for the Class A Loans and each Class of Notes, together with its the reasons therefor. The Calculation Agent’s determination of the foregoing rates Class A Rate and amounts for any the Note Interest Accrual Period will (in Rates and the absence of related Interest Distribution Amounts, respectively, by the Calculation Agent shall, absent manifest error) , be final and binding upon on all partiesparties to this Indenture, the Class A Lenders and the Noteholders.

Calculation Agent. (a) The Issuers Paying Agent is hereby agree that for so long appointed by the Authority (acting at the request of the Borrower) as any Floating Rate Note remains Outstanding there 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 the Reference Rate in respect of each Interest Accrual Period in accordance with the definition of Reference Rate (the “Calculation Agent”). The Issuers hereby appoint ” for purposes of this Indenture and accepts the Collateral Administrator as Calculation Agent. The Calculation Agent may be removed by the Issuers or the Collateral Manager, on behalf duties and obligations of the Issuers, at any time. If the Calculation Agent is unable or unwilling to hereunder. In acting hereunder and in connection with the Bonds, the Calculation Agent shall act solely as such or is removed by the Issuers or the Collateral Manager, on behalf an agent of the IssuersAuthority, the Issuers and will not thereby assume any obligations towards or the Collateral Manager, on behalf relationship of the Issuers, will promptly appoint a replacement Calculation Agent which does not control agency or is not controlled by trust for or under common control with the Issuer or its Affiliates 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 appointedany 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 to the Calculation Agent and, if the Calculation Agent is not the Paying Agent, to the Paying Agent. No such removal shall become effective until a successor Calculation Agent has been appointed and has accepted its duties and obligations hereunder. (d) If the Calculation Agent shall resign, be removed or become 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 required acceptable to agree (and the Collateral Administrator as Paying Agent. Any successor Calculation Agent agrees under shall signify its acceptance of such appointment and its assumption of the Collateral Administration Agreementduties and obligations imposed upon it by this Indenture by execution and delivery of an agreement satisfactory to the Authority and, if the Calculation Agent is not the Paying Agent, to the Paying Agent. If no successor Calculation Agent shall have been so appointed and accepted appointment within forty-five (45) thatdays of such resignation, as soon as possible after 11:00 a.m. London time on each Interest Determination Dateremoval, but incapability or the occurrence of a vacancy in no event later than 11:00 a.m. New York time on the London Banking Day immediately following each Interest Determination Dateoffice of Trustee in the manner herein provided, the Calculation Agent will calculate or any Holder may, at the 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 expense of the related Interest Accrual Period. At such timeBorrower, petition any court of competent jurisdiction for the appointment of a successor Calculation Agent will communicate such rates and amounts to the Issuer, the Trustee, each Paying Agent, the Collateral Manager, DTC, Euroclear and Clearstream. until a successor shall have been appointed as above provided. (e) The Calculation Agent will also specify shall not be entitled to any compensation from the Issuer Authority, the quotations upon which Remarketing Agent or the foregoing rates Trustee but, rather, the compensation and amounts are based, and in any event expenses of the Calculation Agent shall notify be paid by the Issuer before 5:00 p.m. (New York time) on every Interest Determination Date if it has not determined and is not Borrower, as provided in the process agreement of determining any such Interest Rate the Calculation Agent accepting its appointment (or Note Interest Amount together with its reasons therefor. The the Loan Agreement if the Paying Agent is the Calculation Agent’s determination of the foregoing rates and amounts for any Interest Accrual Period will (in the absence of manifest error) be final and binding upon all parties).

Calculation Agent. (a) The Issuers hereby agree that for so long as any Floating Rate Note remains Outstanding there will at all times be For the purpose of appointing 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 the Reference interest rate based on the Treasury Rate on the Notes, the Company and the Calculation Agent agree as follows: (i) Upon the terms and subject to the conditions contained herein, the Company hereby 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 the purpose of calculating the Treasury Rate on the Notes in respect 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 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 each Interest Accrual Period in accordance which the Company agrees: (A) The Calculation Agent shall be entitled to such compensation as may be agreed upon with the definition of Reference Rate (Company for all services rendered by the “Calculation Agent”), and the Company promises to pay such compensation and to reimburse the Calculation Agent for 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 such invoices as the Company shall reasonably require. The Issuers hereby appoint Company also agrees to indemnify the Collateral Administrator 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 AgentAgent 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 Issuers Company for, or in respect of, any actions taken, omitted to be taken or suffered to be taken in good faith by the Collateral ManagerCalculation 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 shall not be liable for any 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 termination of this Indenture. (B) In acting under this Indenture and in connection with the Notes, on behalf of the Issuers, at any time. If the Calculation Agent is unable or unwilling to act acting solely as such or is removed by the Issuers or the Collateral Manager, on behalf agent of the Issuers, the Issuers Company and does not assume any obligations to or the Collateral Manager, on behalf relationship of agency or trust for or with any of the Issuers, will promptly appoint a replacement Calculation Agent which does not control owners or is not controlled by Holders or under common control with the Issuer or its Affiliates or the Collateral Manager or its Affiliates and provide notice thereof to the Trustee and the Collateral Administrator. 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 be taken or 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 proper 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 resign 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 nor its officers, directors, employees, agents or attorneys shall be liable to the Company for any act or omission hereunder, or for any error of judgment made in good faith by it or them, except in the case of its or their gross negligence or willful misconduct. (F) The Calculation Agent shall be obligated to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be removed 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 the Calculation Agent be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without a successor having been duly appointedlimitation 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 prior written consent of the Calculation Agent, make any change to the Notes if such change would materially and adversely affect the Calculation Agent’s duties and obligations under this Indenture. (b) The Calculation Agent shall be required to agree (and the Collateral Administrator 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 under to accept less notice. The Calculation Agent may be removed at any time by the Collateral Administration Agreement) thatfiling 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 soon as possible hereinafter provided, of a successor Calculation Agent. If within thirty (30) days after 11:00 a.m. London time on each Interest Determination Datenotice of resignation or removal has been given, but in no event later than 11:00 a.m. New York time on the London Banking Day immediately following each Interest Determination Datea successor Calculation Agent has not been appointed, the Calculation Agent will calculate may, at the Interest Rate applicable expense of the Company, petition a court of competent jurisdiction to each Class appoint a successor Calculation Agent. A successor Calculation Agent shall be appointed by the Company by an instrument in writing signed on behalf of Floating Rate Notes during the related Interest Accrual Period Corporation and the Note Interest Amount (in each case, rounded to successor Calculation Agent. Upon the nearest cent, with half appointment of a cent being rounded upward) payable on the related Payment Date in respect successor Calculation Agent and acceptance by it of such Class of Floating Rate Notes in respect of the related Interest Accrual Period. At such timeappointment, the Calculation Agent will communicate so succeeded shall cease to be such rates and amounts to the Issuer, the Trustee, each Paying Agent, the Collateral Manager, DTC, Euroclear and Clearstream. The Calculation Agent will also specify to the Issuer the quotations upon which the foregoing rates and amounts are basedhereunder. Upon its resignation or removal, and in any event the Calculation Agent shall notify be entitled to the Issuer before 5:00 p.m. payment by the Company of its compensation, if any 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 services rendered by it hereunder and to the payment of all other amounts owed to it hereunder (New York timec) 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 transfer and deliver, and such successor Calculation Agent shall be entitled to receive, copies of any relevant records maintained by such predecessor Calculation Agent. (d) Any corporation into which the Calculation Agent may be merged, or any corporation with which the Calculation Agent may be consolidated, or any corporation resulting from any merger or consolidation or to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its corporate trust assets or business shall, to the 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 every Interest Determination Date if it has not determined and is not in the process part of determining any of the parties hereto. Notice of any such Interest Rate merger, consolidation or Note Interest Amount together with its reasons therefor. The Calculation Agent’s determination of sale shall forthwith be given to the foregoing rates Company and amounts for any Interest Accrual Period will (in the absence of manifest error) be final and binding upon all partiesTrustee.

Calculation Agent. (a) The Issuers hereby agree that for so long as any Floating Rate Note remains Outstanding there 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 the Reference Rate in respect of each Interest Accrual Period in accordance with the definition of Reference Rate (the “"Calculation Agent”"). The Issuers hereby appoint the Collateral Administrator as Calculation Agent. The Calculation Agent may be removed by the Issuers or the Collateral Manager, on behalf of the Issuers, at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers or the Collateral Manager, on behalf of the Issuers, the Issuers or the Collateral Manager, on behalf of the Issuers, will promptly appoint a replacement Calculation Agent 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 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. (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 possible after 11:00 a.m. London time on each Interest Determination Date, but in no event later than 11:00 a.m. New York time on the London Banking Day immediately following each Interest Determination Date, the Calculation Agent will calculate the 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 Trustee, each Paying Agent, the Collateral Manager, DTC, Euroclear and Clearstream. The Calculation Agent will also specify to the Issuer the quotations upon which the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer before 5:00 p.m. (New York time) on every Interest Determination Date if it has not determined and is not in the process of determining any such Interest Rate or Note Interest Amount together with its reasons therefor. The Calculation Agent’s determination of the foregoing rates and amounts for any Interest Accrual Period will (in the absence of manifest error) be final and binding upon all parties.

Calculation Agent. (a) The Issuers hereby agree Issuer agrees that for so long as any Floating Rate Note remains Secured Notes remain Outstanding there will at all times be an agent appointed (which that does not control or and is not controlled by or under common control with the Issuers or their Affiliates or the Collateral Manager Issuer or its AffiliatesAffiliates and that is a leading bank engaged in transactions in U.S. dollar deposits in the international U.S. dollar market) to calculate the Reference Rate LIBOR in respect of each Periodic Interest Accrual Period in accordance with the definition of Reference Rate (the “"Calculation Agent”"). The Issuers Issuer hereby appoint appoints the Collateral Administrator as Calculation Agent. The Calculation Agent may be removed by the Issuers or Issuer with the consent of the Collateral Manager, Manager (so long as no Collateral Manager Event is continuing) or by the Collateral Manager (on behalf of the IssuersIssuer's behalf), at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers Issuer, the Issuer or the Collateral Manager, Manager (on behalf of the Issuers, the Issuers or the Collateral Manager, on behalf of the Issuers, will its behalf) shall promptly appoint a replacement Calculation Agent which does not control or is not controlled by or under common control with Agent. For so long as any Notes are listed on the Issuer or its Affiliates or the Collateral Manager or its Affiliates and provide notice thereof to the Trustee Irish Stock Exchange and the Collateral Administrator. The guidelines of the exchange so require, notice of the appointment of a Calculation Agent may not resign its duties shall be given via the Irish Stock Exchange as promptly as practicable after the appointment. No resignation or removal of the Calculation Agent shall be removed without effective until a successor having has been duly appointed. (b) The Calculation Agent shall be required to agree (and the Collateral Administrator as Calculation Agent agrees under the Collateral Administration Agreement) that, as As soon as possible after 11:00 a.m. a.m., London time time, on each Interest LIBOR Determination Date, but in no event later than 11:00 a.m. a.m., New York time time, on the London Banking Business Day immediately following each Interest LIBOR Determination Date, the Calculation Agent will shall calculate the Interest Applicable Periodic Rate applicable to for each Class of Floating Rate Secured Notes during for 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 next Periodic Interest Accrual Period. At such time, the The Calculation Agent will shall communicate such those rates and amounts to the IssuerCo-Issuers, the Trustee, each Paying Agent, the Collateral ManagerInitial Purchaser and, DTCfor any Secured Notes, Euroclear and Euroclear, Clearstream, the Depository. The Calculation Agent will shall also specify to the Issuer Co-Issuers the quotations upon on which the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer Co-Issuers before 5:00 p.m. (p.m., New York time) , on every Interest each LIBOR Determination Date if it has not determined and is not in the process of determining any such Interest the Applicable Periodic Rate or Note Interest Amount for each Class of Secured Notes together with its reasons therefor. The Calculation Agent’s 's determination of the foregoing rates and amounts for any Periodic Interest Accrual Period will shall (in the absence of manifest error) be final and binding upon on all parties.

Calculation Agent. (a) The Issuers Issuer hereby agree agrees that for so long as any Floating Rate Note remains Secured Notes remain Outstanding there will at all times be an agent appointed (which does not control or is not controlled by or under common control with the Issuers or their Affiliates or Issuer, the Collateral Manager or its their respective Affiliates) to calculate the Reference Rate Benchmark in respect of each Interest Accrual Period in accordance with the terms specified in the definition of Reference Rate “Benchmark” and “ Term SOFR Rate” in Section 1.1 (the “Calculation Agent”); provided that if a Benchmark Replacement Rate has been selected by the Collateral Manager or adopted, “Benchmark” and “ Term SOFR Rate”, as applicable, in respect of each Interest Accrual Period shall be deemed to refer to such Benchmark Replacement Rate. The Issuers Issuer hereby appoint appoints the Collateral Administrator as the initial Calculation Agent. The Calculation Agent may be removed by the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, or if the Calculation Agent fails to determine any of the information described in subsection (b), in respect of any Interest Accrual Period, the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, will promptly appoint a replacement Calculation Agent 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 and provide notice thereof to the Trustee and the Collateral AdministratorAffiliates. The Calculation Agent may not resign its duties or be removed without a successor having been duly appointed. (b) The Calculation Agent shall be required to agree (and the Collateral Administrator as Calculation Agent agrees under the Collateral Administration Agreementhas agreed) that, as soon as possible after 11:00 5:00 a.m. London Chicago time on each Interest Determination Date, but in no event later than 11:00 a.m. 5:00 p.m. New York time on the London Banking Day immediately following each such Interest Determination Date, the Calculation Agent will calculate the 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 such Class of Floating Rate 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 Trustee, each Paying Agent, the Collateral Manager, DTC, Euroclear and Clearstream. The Calculation Agent will also specify to the Issuer the quotations upon which the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer before 5:00 p.m. (New York time) on every Interest Determination Date if it has not determined and is not in the process of determining any such Interest Rate or Note Interest Amount together with its reasons therefor. The Calculation Agent’s determination of the foregoing rates and amounts for any Interest Accrual Period will (in the absence of manifest error) be final and binding upon all parties. (c) The Calculation Agent, the Trustee and the Collateral Administrator (i) shall have no responsibility or liability for the determination or selection of (or any failure by the Collateral Manager to determine or select) an alternate or replacement reference rate (including any Benchmark Replacement Rate or modifier thereto) as a successor or replacement benchmark to the Term SOFR Rate and shall be entitled to rely upon any determination, selection or designation of such rate (and any modifier) by the Collateral Manager and (ii) shall have no liability for any failure or delay in performing their duties hereunder or under any other Transaction Document as a result of the unavailability of the “Term SOFR Rate” or the then current Benchmark or other reference rate as described herein, or 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. Notwithstanding the foregoing, the Collateral Manager shall provide direction to the Calculation Agent facilitating or specifying administrative procedures with respect to the calculation of any other applicable benchmark upon which directions the Calculation Agent may conclusively rely. (d) The Trustee and the Calculation Agent shall not have any liability for any publications received from the Term SOFR Administrator or the administrator or source of the then current Benchmark.

Calculation Agent. (a) The Issuers Issuer hereby agree agrees that for so long as any Floating Rate Note remains Secured Notes remain Outstanding there will at all times be an agent appointed (which does not control or is not controlled or under common control with the Issuers Issuer or their its Affiliates or the Collateral Manager or its Affiliates) to calculate the Reference Rate Benchmark in respect of each Interest Accrual Period (or portion thereof) in accordance with the definition of Reference Rate terms hereof (the “Calculation Agent”). The Issuers Issuer hereby appoint appoints the Collateral Administrator as Calculation Agent. The Calculation Agent may be removed by the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, in respect of any Interest Accrual Period, the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, will promptly appoint a replacement Calculation Agent 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 and provide notice thereof to the Trustee and the Collateral AdministratorAffiliates. The Calculation Agent may not resign its duties or be removed without a successor having been duly appointed. (b) The Calculation Agent shall be required to agree (and the Collateral Administrator as Calculation Agent agrees under the Collateral Administration Agreementdoes hereby agree) that, as soon as possible practicable after 11:00 5:00 a.m. London Chicago time on each Interest Determination Date, but in no event later than 11:00 a.m. New York time on the London Banking U.S. Government Securities Business Day immediately following each Interest Determination Date, the Calculation Agent will calculate the Interest Rate applicable to each Class of Floating Rate 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 Floating Rate 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 Trustee, each Paying Agent, the Collateral Manager, DTC, Euroclear and Clearstream. The Calculation Agent will also specify to the Issuer the quotations upon which the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer before 5:00 p.m. (New York time) on every Interest Determination Date if it has not determined and is not in the process of determining any such Interest Rate or Note Interest Amount together with its reasons therefor. The Calculation Agent’s determination of the foregoing rates and amounts for any Interest Accrual Period (or portion thereof) will (in the absence of manifest error) be final and binding upon all parties.

Calculation Agent. (a) The Co-Issuers hereby agree that for so long as any Floating Rate Note Class of Notes remains Outstanding there 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 the Reference Rate LIBOR in respect of each Interest Accrual Period in accordance with the definition terms of Reference Rate Schedule II hereto (the “Calculation Agent”). The Co-Issuers hereby appoint have initially appointed the Collateral Administrator Trustee as Calculation AgentAgent for purposes of determining LIBOR for each Interest Accrual Period. The Calculation Agent may be removed by the Co-Issuers at the direction of the Collateral Manager or the Collateral Manager, on behalf holders of a Majority of the Issuers, Preferred Shares at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers Co-Issuers, as described in subsection (b), in respect of any Interest Accrual Period, the Collateral Manager or the Collateral Manager, on behalf of the Issuers, the Co-Issuers or the Collateral Manager, on behalf of the 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 Affiliates their respective Affiliates. No resignation or removal of 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 shall be removed effective without a successor having been duly appointed. (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 possible after 11:00 a.m. London time (New York time) on each Interest LIBOR Determination DateDate (as defined in Schedule II hereto), but in no event later than 11:00 a.m. (New York time time) on the London Banking Business Day immediately following each Interest LIBOR Determination Date, the Calculation Agent will calculate 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 applicable to each and the Class of Floating H Note Interest Rate Notes during for the related 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 Amount”), Class A-2 Notes (in 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 case, rounded to the nearest cent, with half a cent being rounded upwardupwards) 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 timeDate, the Calculation Agent and will communicate such rates and amounts to the IssuerCo-Issuers, the Trustee, each Paying Agent, the Collateral Manager, DTC, Euroclear Euroclear, Clearstream and Clearstreameach Paying Agent. The Calculation Agent will also specify to the Issuer Co-Issuers and the Collateral Manager the quotations upon which the foregoing rates 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 amounts the Class H Note Interest Rate are based, and in any event the Calculation Agent shall notify the Issuer Co-Issuers and the Collateral Manager before 5:00 p.m. (New York time) on every Interest each applicable LIBOR Determination Date if it has not determined and is not in the process of determining any such 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 or and the Class H Note Interest Rate and the Class A-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 its reasons therefor. The Calculation Agent’s determination of the foregoing rates and amounts for any Interest Accrual Period will (in the absence of manifest error) be final and binding upon all parties.

Calculation Agent. (a) The Issuers Issuer and the Co-Issuer hereby agree that for so long as any Floating Rate Note remains Notes remain Outstanding there will shall 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 the Reference Rate LIBOR in respect of each Interest Accrual Period in accordance with the definition terms of Reference Rate Schedule G hereto (the “Calculation Agent”). The Issuers hereby appoint Issuer and the Collateral Administrator Co-Issuer have initially appointed the Trustee as Calculation AgentAgent for purposes of determining LIBOR for each Interest Accrual Period. The Calculation Agent may be removed by the Issuers or 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 Collateral Manager, on behalf of each Hedge Counterparty, the Issuers, at any timeNoteholders and each Rating Agency. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers Issuer and the Co-Issuer in respect of any Interest Accrual Period, or if the Calculation Agent fails to determine LIBOR or the Collateral Manager, on behalf Interest Distribution Amount for any Class of the IssuersNotes for any Interest Accrual Period, the Issuers or Issuer and the Collateral ManagerCo-Issuer shall, on behalf with the prior written consent of the Issuerseach Hedge Counterparty, 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 and provide notice thereof to the Trustee and the Collateral AdministratorCo-Issuer. The Calculation Agent may not resign its duties or be removed 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 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 (and the Collateral Administrator as Calculation Agent agrees under the Collateral Administration Agreement) that, as soon as possible practicable after 11:00 a.m. (London time time) on each Interest LIBOR Determination DateDate (as defined in Schedule G hereto), but in no event later than 11:00 a.m. (New York time time) on the London Banking Day immediately following each Interest LIBOR Determination Date, the Calculation Agent will shall calculate (x) LIBOR for the Interest Rate applicable to each Class of Floating Rate Notes during the related next Interest Accrual Period and (y) the Note amount of interest for such Interest Amount Accrual Period payable in respect of each U.S. $1,000 principal amount of each Class of Notes (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 timeDate, the Calculation Agent will and shall communicate such rates and amounts to the Issuer, the Co- Issuer, the Trustee, each Paying Agent, the Collateral Manager, DTCthe Paying 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 will shall also specify to the Issuer and the Co-Issuer the quotations upon which the foregoing rates and amounts are 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 every Interest each LIBOR Determination Date if it has not determined and is not in the process of determining any such LIBOR and the Interest Rate or Note Interest Amount Distribution Amounts for each Class of Notes, together with its the reasons therefor. The Calculation Agent’s determination of the foregoing rates Class A-1 Rate, Class 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 amounts for any the Class H-FL Rate and the related Class A-1 Interest Accrual Period will (in Distribution Amount, Class 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 H-FL Interest Distribution Amount, respectively, by the absence of Calculation Agent shall, absent manifest error) , be final and binding upon on all parties.

Calculation Agent. (a) The Issuers Issuer hereby agree agrees that for so long as any Floating Rate Note Secured Debt remains Outstanding there will at all times be an agent appointed (which does not control or is not controlled or under common control with the Issuers Issuer or their its Affiliates or the Collateral Manager or its Affiliates) to calculate the Reference Rate LIBOR in respect of each Interest Accrual Period (or portion thereof) in accordance with the definition of Reference Rate terms hereof (the “Calculation Agent”). The Issuers Issuer hereby appoint appoints the Collateral Administrator as Calculation Agent. The Calculation Agent may be removed by the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, in respect of any Interest Accrual Period, the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, will promptly appoint a replacement Calculation Agent 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 and provide notice thereof to the Trustee and the Collateral AdministratorAffiliates. The Calculation Agent may not resign its duties or be removed without a successor having been duly appointed. (b) The Calculation Agent shall be required to agree (and the Collateral Administrator as Calculation Agent agrees under the Collateral Administration Agreementdoes hereby agree) that, as soon as possible after 11:00 a.m. London time on each Interest Determination Date, but in no event later than 11:00 a.m. New York time on the London Banking Day immediately following each Interest Determination Date, the Calculation Agent will calculate the Interest Rate applicable to each Class of Floating Rate Notes Secured Debt during the related Interest Accrual Period (or portion thereof) and the Note 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 Notes 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 Trustee, the Collateral Agent, the Loan Agent, each Paying Agent, the Collateral Manager, DTC, Euroclear and Clearstream. The Calculation Agent will also specify to the Issuer the quotations upon which the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer before 5:00 p.m. (New York time) on every Interest Determination Date if it has not determined and is not in the process of determining any such Interest Rate or Note Debt Interest Amount together with its reasons therefor. The Calculation Agent’s determination of the foregoing rates and amounts for any Interest Accrual Period (or portion thereof) will (in the absence of manifest error) be final and binding upon all parties.

Calculation Agent. (a) The Issuers Issuer hereby agree agrees that for so long as any Floating Rate Note remains Outstanding Notes remain outstanding there will at all times be an agent appointed (which agent does not control or is not controlled by or under common control with the Issuers Issuer or their its Affiliates or the Collateral Manager or its Affiliates) to calculate the Reference Rate 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 definition of Reference Rate Benchmark (the “Calculation Agent”). The Issuers Issuer hereby appoint appoints the Collateral Administrator as the Calculation Agent. The Calculation Agent may be removed by the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, will promptly appoint a replacement Calculation Agent 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 and provide notice thereof to the Trustee and the Collateral AdministratorAffiliates. The Calculation Agent may not resign its duties or be removed without a successor having been duly appointed. (b) The Calculation Agent shall will be required to agree (and the Collateral Administrator Trustee as Calculation Agent agrees under the Collateral Administration Agreementdoes hereby agree) that, as soon as possible after 11:00 a.m. London time on each Interest Determination Date, but in no event later than 11:00 a.m. New York time on the London Banking Day immediately following each Interest Determination Date, the Calculation Agent will calculate the 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 in respect of and the related Interest Accrual Periodperiod. At such time, the Calculation Agent will communicate such rates and amounts to the IssuerCo-Issuers, the Trustee, each Paying Agent, the Collateral Manager, DTC, Euroclear and Clearstream. The Calculation Agent will also specify to the Issuer Co-Issuers the quotations upon which the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer Co-Issuers before 5:00 p.m. (New York time) on every Interest Determination Date if it has not determined and is not in the process of determining any such Interest Rate or Note Interest Amount together with its reasons therefor. The Calculation Agent’s determination of the foregoing rates and amounts for any Interest Accrual Period will (in the absence of manifest error) be final and binding 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 Issuers hereby agree that for so long Calculation Agent shall be such person as any Floating Rate Note remains Outstanding there will at all times be an agent appointed (the Borrower may appoint meeting the requirements of Section 2.12(B) with the consent of the Bank. Any Calculation Agent which does not control or is not controlled 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 Bank in which the Calculation Agent will agree to perform all calculations and provide all notices required of the 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 at any time resign and be discharged of the duties and obligations created by this Indenture by giving at least 60 days’ notice to the Borrower, the Bank, the Trustee, the Tender Agent, the Remarketing Agent, the Credit Provider, if any. Upon receipt of such notice, during any Interest Rate Period in which the services of a Calculation Agent are required under common control with this Indenture, the Issuers Borrower will diligently seek to appoint a successor Calculation Agent to assume the duties of the Calculation Agent 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 their Affiliates or (ii) petition any court of competent jurisdiction for the Collateral Manager or its Affiliates) appointment of a successor Calculation Agent, 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 calculate the Reference Rate remain in respect of each Interest Accrual Period effect until a successor Calculation Agent assumes such position in accordance with the definition of Reference Rate (the “Calculation Agent”). The Issuers hereby appoint the Collateral Administrator as Calculation Agentprovisions hereof. The Calculation Agent may be removed by at any time with the Issuers or the Collateral Manager, on behalf consent of the IssuersBank by written notice from the Borrower to the Trustee, at any time. If the Tender Agent and the Credit Provider, if any, and the Remarketing Agent, provided that such removal shall not be effective until a successor Calculation Agent assumes such position in accordance with the provisions hereof. (C) The Trustee shall, within three Business Days of the resignation or removal of the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers or the Collateral Managerappointment of a successor Calculation Agent, on behalf give notice thereof by Electronic Means, confirmed by first class mail, to the registered owners of the Issuers, the Issuers or the Collateral Manager, on behalf of the Issuers, will promptly appoint a replacement Calculation Agent 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 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 appointedBonds. (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 possible after 11:00 a.m. London time on each Interest Determination Date, but in no event later than 11:00 a.m. New York time on the London Banking Day immediately following each Interest Determination Date, the Calculation Agent will calculate the 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 Trustee, each Paying Agent, the Collateral Manager, DTC, Euroclear and Clearstream. The Calculation Agent will also specify to the Issuer the quotations upon which the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer before 5:00 p.m. (New York time) on every Interest Determination Date if it has not determined and is not in the process of determining any such Interest Rate or Note Interest Amount together with its reasons therefor. The Calculation Agent’s determination of the foregoing rates and amounts for any Interest Accrual Period will (in the absence of manifest error) be final and binding upon all parties.

Calculation Agent. (a) The Issuers hereby agree that for so long as 19.1 In the case of any Floating Rate Note remains Outstanding there will at all times be an agent appointed (Series of Covered Bonds which does not control or is not controlled or under common control with requires the Issuers or their Affiliates or the Collateral Manager or its Affiliates) to calculate the Reference Rate in respect appointment of each Interest Accrual Period in accordance with the definition of Reference Rate (the “a 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). The Issuers hereby appoint the Collateral Administrator , as Calculation Agent. The Calculation Agent may . 19.2 Should a request be removed by made to the Issuers Issuer for the appointment of that Dealer or the Collateral Manager, on behalf of the Issuers, at any time. If Lead Manager as the Calculation Agent is unable or unwilling and the Issuer agrees to act as such or is removed by request, the Issuers or appointment shall be automatic upon the Collateral Manager, on behalf issue of the Issuersrelevant Series of Covered Bonds and shall, except as agreed, be on the Issuers or terms set out in the Collateral Manager, on behalf of the Issuers, will promptly appoint a replacement Calculation Agent 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 and provide notice thereof Agency Agreement set out in Schedule 1 to the Trustee Agency Agreement, and the Collateral Administrator. The Calculation Agent may not resign its duties or be removed without a successor having been duly appointed. (b) The Calculation Agent no further action shall be required to agree (and effect the Collateral Administrator appointment of the Dealer or Lead Manager as Calculation Agent agrees under in relation to that Series of Covered Bonds, and the Collateral Administration Agreement) that, 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 soon the case may be). 19.3 Should a request be made to the Issuer for the appointment of a Nominee as possible after 11:00 a.m. London time on each Interest Determination Date, but in no event later than 11:00 a.m. New York time on the London Banking Day immediately following each Interest Determination Date, the Calculation Agent will calculate the Interest Rate applicable to each Class of Floating Rate Notes during the related Interest Accrual Period and the Note Interest Amount (Issuer agrees to such request, the Nominee shall agree with the Issuer in each case, rounded writing to its appointment as Calculation Agent on the terms set out in the Calculation Agency Agreement set out in Schedule 1 to the nearest cent, with half a cent being rounded upward) payable on Agency Agreement and no further action shall be required to effect the related Payment Date in respect of such Class of Floating Rate Notes in respect appointment of the related Interest Accrual Period. At such timeNominee as Calculation Agent in relation to that Series of Covered Bonds, and the Schedule to the Calculation Agent will communicate such rates and amounts Agency Agreement shall be deemed to the Issuer, the Trustee, each Paying Agent, the Collateral Manager, DTC, Euroclear and Clearstreambe duly annotated to include that Series. The Calculation Agent name of the Nominee so appointed will also specify to the Issuer the quotations upon which the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer before 5:00 p.m. (New York time) on every Interest Determination Date if it has not determined and is not be entered in the process of determining any such Interest Rate applicable Final Terms Document or Note Interest Amount together with its reasons therefor. The Calculation Agent’s determination of Pricing Supplement (as the foregoing rates and amounts for any Interest Accrual Period will (in the absence of manifest error) be final and binding upon all partiescase may be).

Calculation Agent. (a) The Issuers Issuer hereby agree agrees that for so long as any Floating Rate Note remains Outstanding there will at all times be an agent appointed (which does not control or is not controlled or under common control with the Issuers Issuer or their its Affiliates or the Collateral Manager or its Affiliates) to calculate the Reference Rate Benchmark in respect of each Interest Accrual Period in accordance with the definition of Reference Rate Benchmark (the “Calculation Agent”). The Issuers Issuer hereby appoint appoints the Collateral Administrator as Calculation Agent. The Calculation Agent may be removed by the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, will promptly appoint a replacement Calculation Agent 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 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. (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 possible after 11:00 a.m. London time on each Interest Determination Date, but in no event later than 11:00 a.m. New York time on the London Banking Day or U.S. Government Securities Business Day, as applicable, immediately following each Interest Determination Date, the Calculation Agent will calculate the 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 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 Trustee, each Paying Agent, the Collateral Manager, DTC, Euroclear and Clearstream. The Calculation Agent will also specify to the Issuer the quotations upon which the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer before 5:00 p.m. (New York time) on every Interest Determination Date if it has not determined and is not in the process of determining any such Interest Rate or Note Interest Amount together with its reasons therefor. The Calculation Agent’s determination of the foregoing rates and amounts for any Interest Accrual Period will (in the absence of manifest error) be final and binding upon all parties.

Calculation Agent. (a) The Issuers Issuer and the Co-Issuer hereby agree that for so long as any Floating Rate Note remains Notes remain Outstanding there will shall 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 the Reference Rate LIBOR in respect of each Interest Accrual Period in accordance with the definition terms of Reference Rate Schedule B attached hereto (the “Calculation Agent”). The Issuers hereby appoint Issuer and the Collateral Administrator Co-Issuer initially have appointed the Trustee as Calculation AgentAgent for purposes of determining LIBOR for each Interest Accrual Period. The Calculation Agent may be removed by the Issuers or the Collateral Manager, on behalf of the Issuers, 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 Issuers Issuer, or if the Calculation Agent fails to determine LIBOR or the Collateral Manager, on behalf Interest Distribution Amount for any Class of the IssuersNotes for any Interest Accrual Period, the Issuers or the Collateral Manager, on behalf of the Issuers, will 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 Collateral Manager or its Affiliates and provide notice thereof to the Trustee and the Collateral AdministratorAffiliates. 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 possible practicable after 11:00 a.m. (London time time) on each Interest LIBOR Determination DateDate (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 Interest LIBOR Determination Date, the Calculation Agent will shall calculate LIBOR for the Interest Rate applicable to each Class of Floating Rate Notes during the related next 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-Issuer, the Trustee, each Paying Agentthe Loan Obligation Manager, the Collateral ManagerPaying Agent and, DTCif any Note is in the form of a Regulation S Global Security, to Euroclear and Clearstream, Luxembourg. The Calculation Agent will shall also specify to the Issuer and the Co-Issuer the quotations upon which the foregoing rates and amounts are 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 every Interest each LIBOR Determination Date if it has not determined and is not in the process of determining any such LIBOR and the Interest Rate or Note Interest Amount Distribution Amounts for each Class of Notes, together with its the reasons therefor. The Calculation Agent’s determination of the foregoing rates Class A Rate, Class A-S Rate, Class B Rate, Class C Rate, Class D Rate and amounts for any Class E Rate and the related Class A Interest Accrual Period will (in Distribution Amount, Class A-S Interest Distribution Amount, Class B Interest Distribution Amount, Class C Interest Distribution Amount, Class D Interest Distribution Amount and Class E Interest Distribution Amount, respectively, by the absence of Calculation Agent shall, absent manifest error) , be final and binding upon on all parties.

Calculation Agent. (a) The Co-Issuers hereby agree that that, for so long as any Floating Rate Note remains of the Notes remain Outstanding there (and the Commitment Period Termination Date has not occurred), the Co-Issuers will at all times cause there to 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 the Reference Rate LIBOR in respect of each Interest Accrual Period in accordance with the definition terms of Reference Rate Schedule B (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 Co-Issuers hereby appoint have initially appointed the Collateral Administrator Trustee as Calculation AgentAgent for purposes of determining LIBOR for each Interest Period. The Calculation Agent may be removed by the Co-Issuers or the Collateral Manager, on behalf of the Issuers, at any time. If the Calculation Agent is unable or unwilling to act as such or such, is removed by the Co-Issuers or fails to determine the Collateral Manager, on behalf Note Interest Rate for any Class of Notes or the Issuersamount of interest payable in respect of any Class of Notes for any Interest Period, the Co-Issuers or the Collateral Manager, on behalf of the Issuers, will promptly appoint as a replacement Calculation Agent a leading bank 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 Affiliates or the Collateral Manager or its Affiliates and provide notice thereof to the Trustee and the Collateral Administratorany of their respective Affiliates. The Calculation Agent may not resign its duties or be removed without a successor having been duly appointed. The determination of the Note Interest Rate for the Notes for each Interest Period by the Calculation Agent shall (in the absence of manifest error) be final and binding on all parties. (b) The Calculation Agent shall be required to agree (and the Collateral Administrator as Calculation Agent agrees under the Collateral Administration Agreement) thatshall, as soon as possible after 11:00 a.m. (London time time) on each Interest LIBOR Determination Date, but in no event later than 11:00 a.m. New York time (London time) on the London Banking Business Day immediately following each Interest LIBOR Determination Date, the Calculation Agent will calculate the Note Interest Rate applicable to for each Class of Floating Notes (or, with respect to any LIBOR Determination Date relating to a Borrowing Date, the Note Interest Rate for the portion of the Class A-1B Notes during being drawn on such Borrowing Date) for the related Interest Accrual Period and the Note amount of interest for the related Interest Amount Period payable in respect of each U.S.$1,000 in principal amount of each Class of Notes (in each case, case rounded to the nearest cent, with half a cent being rounded upward) payable on the related Payment Distribution Date in respect of such Class of Floating Rate Notes in respect of the related Interest Accrual Period. At such time, the Calculation Agent and will communicate such rates and amounts and the related Distribution Date to the IssuerCo-Issuers, the Trustee, each Paying Agent (other than the Preferred Share Paying Agent), the Collateral ManagerDepositary, DTCEuroclear, Euroclear Clearstream, Luxembourg and Clearstream(in the case of any Class of Notes listed on the Irish Stock Exchange) the Irish Stock Exchange. The Calculation Agent will also specify to the Issuer Co-Issuers the quotations upon which the foregoing rates and amounts are Note Interest Rate for each Class of Notes is based, and in any event the Calculation Agent shall notify the Issuer Co-Issuers before 5:00 p.m. (New York London time) on every Interest 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 any such Interest Rate or Note Interest Amount Rates, together with its reasons therefor. The Calculation Agent’s determination Agent also will cause the Note Interest Rate for each Interest Period for each Class of Notes listed on the Irish Stock Exchange, the 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 foregoing rates Irish Stock Exchange as soon as possible after the Calculation Agent has determined such Note Interest Rates and amounts for any Interest Accrual Period will (in the absence of manifest error) be final and binding upon all partiesamounts.

Calculation Agent. (a) The Issuers Issuer and the Co-Issuer hereby agree that for so long as any Floating Rate Note remains Notes remain Outstanding there will shall 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 the Reference Rate LIBOR in respect of each Interest Accrual Period in accordance with the definition terms of Reference Rate Schedule J attached hereto (the “"Calculation Agent”"). The Issuers hereby appoint Issuer and the Collateral Administrator Co-Issuer initially have appointed the Trustee as Calculation AgentAgent for purposes of determining LIBOR for each Interest Accrual Period. The Calculation Agent may be removed by the Issuers or Issuer at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Collateral Manager, on behalf of each Hedge Counterparty, the IssuersClass A-1AR Note Agent, at any timethe Noteholders and each Rating Agency. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers or the Collateral Manager, on behalf Issuer in respect of the Issuersany Interest Accrual Period, the Issuers or Issuer and the Collateral ManagerCo-Issuer shall, on behalf with the prior written consent of each Hedge Counterparty and the IssuersClass A-1AR Note Agent, 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 and provide notice thereof to the Trustee and the Collateral AdministratorAffiliates. The Calculation Agent may not resign its duties or be removed 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 (and the Collateral Administrator as Calculation Agent agrees under the Collateral Administration Agreement) that, as soon as possible practicable after 11:00 a.m. (London time time) on each Interest LIBOR Determination DateDate (as defined in Schedule J attached hereto), but in no event later than 11:00 a.m. (New York time time) on the London Banking Day immediately following each Interest LIBOR Determination Date, the Calculation Agent will shall calculate (x) LIBOR for the Interest Rate applicable to each Class of Floating Rate Notes during the related next Interest Accrual Period and (y) the Note amount of interest for such Interest Amount Accrual Period payable in respect of each $1,000 principal amount of each Class of Notes (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 timeDate, the Calculation Agent and will communicate such rates and amounts to the Issuer, the Co-Issuer, the Trustee, each Paying Agent, the Collateral Manager, DTCthe Paying 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 will shall also specify to the Issuer and the Co-Issuer the quotations upon which the foregoing rates and amounts are 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 every Interest each LIBOR Determination Date if it has not determined and is not in the process of determining any such LIBOR and the Interest Rate or Note Interest Amount Distribution Amounts for each Class of Notes, together with its the reasons therefor. The Calculation Agent’s determination of the foregoing rates Class 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 amounts for any Class H Rate and the related Class A-1A Interest Accrual Period will (in 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 H Interest Distribution Amount, respectively, by the absence of Calculation Agent shall, absent manifest error) , be final and binding upon on all parties.

Calculation Agent. (a) The Issuers Issuer hereby agree agrees that for so long as any Floating Rate Note remains Notes remain Outstanding there 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 Issuer, the Collateral Manager or its their respective Affiliates, and is not a fund or account managed by the Collateral Manager or Affiliates of the Collateral Manager) to calculate the Reference Rate LIBOR in respect of each Interest Accrual Period in accordance with the definition of Reference Rate LIBOR (the “Calculation Agent”). The Issuers Issuer hereby appoint appoints the Collateral Administrator as Calculation Agent. The Calculation Agent may be removed by the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, will shall promptly appoint a replacement Calculation Agent which does not control or is not controlled by or under common control with (x) the Issuer or its Affiliates or respective Affiliates, (y) the Collateral Manager or its Affiliates and provide notice thereof to the Trustee and or (z) funds or accounts managed by the Collateral AdministratorManager or Affiliates of the Collateral Manager. The Calculation Agent may not resign its duties or be removed without a successor having been duly appointed. (b) The Calculation Agent shall be required to agree (and the Collateral Administrator as Calculation Agent agrees under the Collateral Administration Agreementdoes hereby agree) that, unless an Alternative Rate has replaced LIBOR, as soon as possible after 11:00 a.m. London time on each Interest Determination Date, but in no event later than 11:00 a.m. New York time on the London Banking Day immediately following each Interest Determination Date, the Calculation Agent will shall calculate the 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 shall communicate such rates and amounts to the IssuerCo-Issuers, the Trustee, each Paying Agent, the Collateral Manager, DTC, Euroclear and Clearstream. The Calculation Agent will shall also specify to the Issuer Co-Issuers the quotations upon which the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer Co-Issuers before 5:00 p.m. (New York time) on every Interest Determination Date if it has not determined and is not in the process of determining any such Interest Rate or Note Interest Amount together with its reasons therefor. The Calculation Agent’s determination of the foregoing rates and amounts for any Interest Accrual Period will shall (in the absence of manifest error) be final and binding 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 Issuers Company hereby agree agrees that for so long as any Floating Rate Note remains Outstanding of the Securities remain Outstanding, there 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 the Reference Rate LIBOR in respect of each Interest Accrual Period Payment Date in accordance with the definition terms of Reference Rate Schedule A (the “Calculation Agent”). The Issuers hereby appoint the Collateral Administrator Trustee shall serve as initial Calculation AgentAgent for purposes of determining LIBOR for each Interest Payment Date. The Calculation Agent may be removed by the Issuers or the Collateral Manager, on behalf Holders of a majority in principal amount outstanding of the Issuers, Notes at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers or the Collateral Manager, on behalf Holders of a majority in principal amount outstanding of the IssuersNotes, the Issuers or the Collateral Manager, on behalf Holders of a majority in principal amount outstanding of the Issuers, 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 or the Collateral Manager or its Affiliates and provide notice thereof to the Trustee and the Collateral AdministratorAffiliates. The Calculation Agent may not resign its duties or be removed without a successor having been duly appointed. (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 possible after 11:00 a.m. (London time time) on each Interest LIBOR Determination DateDate (as defined in Schedule A), but in no event later than 11:00 a.m. New York time (London time) on the London Banking Business Day immediately following each Interest LIBOR Determination Date, the Calculation Agent will calculate the interest rate (the Interest Rate applicable to each Class of Floating Rate Notes during the related Interest Accrual Period and the Note Interest Amount (in each case, Payment shall be rounded to the nearest cent, with half a cent being rounded upwardupwards) payable on the related Payment Date in respect of such Class of Floating Rate Notes in respect of for the related Interest Accrual Period. At such timePayment Date, the Calculation Agent and will communicate such rates rate and amounts amount to the IssuerCompany, the Trustee, each Paying Agent, Agent and the Collateral Manager, DTC, Euroclear and ClearstreamDepositary. The Calculation Agent will also specify to the Issuer Company and the Holdersthe quotations upon which the foregoing rates and amounts are basedbased and, and in any event event, the Calculation Agent shall notify the Issuer Company before 5:00 p.m. (New York London time) on every Interest 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 any such Interest Rate or Note Interest Amount the foregoing rates and amounts, together with its reasons therefor. The Calculation Agent’s determination of the foregoing rates and amounts for any Interest Accrual Period Payment Date will (in the absence of manifest error) be final and binding 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 Issuers Issuer hereby agree agrees that for so long as any Floating Rate Note remains Secured Notes remain Outstanding there will at all times be an agent appointed (which does not control or is not controlled or under common control with the Issuers Issuer or their its Affiliates or the Collateral Manager or its Affiliates) to calculate the Reference Rate LIBOR in respect of each Interest Accrual Period in accordance with the definition terms of Reference Rate Exhibit C hereto (the “Calculation Agent”). The Issuers Issuer hereby appoint appoints the Collateral Administrator Trustee as Calculation Agent. The Calculation Agent may be removed by the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, in respect of any Interest Accrual Period, the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, will promptly appoint a replacement Calculation Agent 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 and provide notice thereof to the Trustee and the Collateral AdministratorAffiliates. The Calculation Agent may not resign its duties or be removed without a successor having been duly appointed. (b) The Calculation Agent shall be required to agree (and the Collateral Administrator Trustee as Calculation Agent agrees under the Collateral Administration Agreementdoes hereby agree) that, as soon as possible after 11:00 a.m. London time on each Interest Determination Date, but in no event later than 11:00 a.m. New York time on the London Banking Day immediately following each Interest Determination Date, the Calculation Agent will calculate the Interest Rate applicable to each Class of Floating Rate 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 such Class of Floating Rate 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 Trustee, each Paying Agent, the Collateral Manager, DTC, Euroclear and Clearstream. The Calculation Agent will also specify to the Issuer the quotations upon which the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer before 5:00 p.m. (New York time) on every Interest Determination Date if it has not determined and is not in the process of determining any such Interest Rate or Note Interest Amount together with its reasons therefor. The Calculation Agent’s determination of the foregoing rates and amounts for any Interest Accrual Period will (in the absence of manifest error) be final and binding upon all parties.

Calculation Agent. (a) The Co-Issuers hereby agree that that, for so long as any Floating Rate Note remains of the Notes remain Outstanding there (and the Commitment Period Termination Date has not occurred), the Co-Issuers will at all times cause there to 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 the Reference Rate LIBOR in respect of each Interest Accrual Period in accordance with the definition terms of Reference Rate Schedule B (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 Co-Issuers hereby appoint have initially appointed the Collateral Administrator Trustee as Calculation AgentAgent for purposes of determining LIBOR for each Interest Period. The Calculation Agent may be removed by the Co-Issuers or the Collateral Manager, on behalf of the Issuers, at any time. If the Calculation Agent is unable or unwilling to act as such or such, is removed by the Co-Issuers or fails to determine the Collateral Manager, on behalf Note Interest Rate for any Class of Notes or the Issuersamount of interest payable in respect of any Class of Notes for any Interest Period, the Co-Issuers or the Collateral Manager, on behalf of the Issuers, will promptly appoint as a replacement Calculation Agent a leading bank 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 Affiliates or the Collateral Manager or its Affiliates and provide notice thereof to the Trustee and the Collateral Administratorany of their respective Affiliates. The Calculation Agent may not resign its duties or be removed without a successor having been duly appointed. The determination of the Note Interest Rate for the Notes for each Interest Period by the Calculation Agent shall (in the absence of manifest error) be final and binding on all parties. (b) The Calculation Agent shall be required to agree (and the Collateral Administrator as Calculation Agent agrees under the Collateral Administration Agreement) thatshall, as soon as possible after 11:00 a.m. (London time time) on each Interest LIBOR Determination Date, but in no event later than 11:00 a.m. New York time (London time) on the London Banking Business Day immediately following each Interest LIBOR Determination Date, the Calculation Agent will calculate the Note Interest Rate applicable to for each Class of Floating Notes (or, with respect to any LIBOR Determination Date relating to a Borrowing Date, the Note Interest Rate for the portion of the Class A-1 Notes during being drawn on such Borrowing Date) for the related Interest Accrual Period and the Note amount of interest for the related Interest Amount Period payable in respect of each U.S.$1,000 in principal amount of each Class of Notes (in each case, case rounded to the nearest cent, with half a cent being rounded upward) payable on the related Payment Distribution Date in respect of such Class of Floating Rate Notes in respect of the related Interest Accrual Period. At such time, the Calculation Agent and will communicate such rates and amounts and the related Distribution Date to the IssuerCo-Issuers, the Trustee, each Paying Agent (other than the Preferred Share Paying Agent), the Collateral ManagerDepositary, DTCEuroclear, Euroclear Clearstream, Luxembourg and Clearstream(in the case of any Class of Notes listed on the Irish Stock Exchange) the Irish Stock Exchange. The Calculation Agent will also specify to the Issuer Co-Issuers the quotations upon which the foregoing rates and amounts are Note Interest Rate for each Class of Notes is based, and in any event the Calculation Agent shall notify the Issuer Co-Issuers before 5:00 p.m. (New York time) on every Interest Determination Date if it has not determined and is not in the process of determining any such Interest Rate or Note Interest Amount together with its reasons therefor. The Calculation Agent’s determination of the foregoing rates and amounts for any Interest Accrual Period will (in the absence of manifest error) be final and binding upon all parties.5:00

Calculation Agent. (a) The Issuers Issuer and the Co-Issuer hereby agree that for so long as any Floating Rate Note remains Notes remain Outstanding there will shall 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 the Reference Rate LIBOR in respect of each Interest Accrual Period in accordance with the definition terms of Reference Rate Schedule B attached hereto (the “Calculation Agent”). The Issuers hereby appoint Issuer and the Collateral Administrator Co-Issuer initially have appointed the Trustee as Calculation AgentAgent for purposes of determining LIBOR for each Interest Accrual Period. The Calculation Agent may be removed by the Issuers or Issuer at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Collateral Manager, on behalf of the Issuers, at any timeNoteholders and the Rating Agency. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers or the Collateral Manager, on behalf Issuer in respect of the Issuersany Interest Accrual Period, the Issuers or Issuer and the Collateral Manager, on behalf of the Issuers, will 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 or the Collateral Manager or its Affiliates and provide notice thereof to the Trustee and the Collateral AdministratorAffiliates. 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 possible practicable after 11:00 a.m. (London time time) on each Interest LIBOR Determination DateDate (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 Interest LIBOR Determination Date, the Calculation Agent will shall calculate LIBOR for the Interest Rate applicable to each Class of Floating Rate Notes during the related next Interest Accrual Period and the Note Interest Amount (in each case, rounded to the nearest cent, with half a cent being rounded upward) payable will include such calculation on the related Payment Date in respect of its Monthly Report next following 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 Trustee, each Paying Agent, the Collateral Manager, DTC, Euroclear and ClearstreamLIBOR Determination Date. The Calculation Agent will also specify to the Issuer the quotations upon which 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 every Interest each LIBOR Determination Date if it has not determined and is not in the process of determining any such LIBOR and the Interest Rate or Note Interest Amount Distribution Amounts for each Class of Notes, together with its the reasons therefor. The Calculation Agent’s determination of the foregoing rates Class A Rate and amounts for any Class B Rate and the related Class A Interest Accrual Period will (in Distribution Amount and Class B Interest Distribution Amount, respectively, by the absence of Calculation Agent shall, absent manifest error) , be final and binding upon on all parties.

Calculation Agent. (a) The Issuers Borrower hereby agree agrees that for so long as any Floating Rate Note Loan remains Outstanding there will at all times be an agent appointed (which does not control or is not controlled or under common control with the Issuers Borrower or their its Affiliates or the Collateral Manager or its Affiliates) to calculate the Reference Rate Benchmark in respect of each Interest Accrual Period in accordance with the definition of Reference Rate Benchmark (the “Calculation Agent”). The Issuers Borrower hereby appoint appoints the Collateral Administrator as Calculation Agent. The Calculation Agent may be removed by the Issuers Borrower or the Collateral Manager, on behalf of the IssuersBorrower, at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers Borrower or the Collateral Manager, on behalf of the IssuersBorrower, the Issuers Borrower or the Collateral Manager, on behalf of the IssuersBorrower, will be required to appoint promptly appoint a replacement Calculation Agent which does not control or and is not controlled by or under common control with the Issuer or its Affiliates or Borrower, the Collateral Manager or its their 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. (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 possible after 11:00 a.m. London 5:00 p.m. New York time on each Interest Determination Date, but in no event later than 11:00 a.m. 5:00 p.m. New York time on the London Banking U.S. Government Securities Business Day immediately following each Interest Determination Date, the Calculation Agent will calculate the Interest Rate applicable to each Class of Floating Rate Notes Debt during the related Interest Accrual Period (or, for the first Interest Accrual Period, during the related Notional Accrual Period) and the Note 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 Notes 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 Collateral Trustee, the Loan Agent (to be forwarded by the Loan Agent to the Lenders), each Paying Agent, the Collateral Manager, DTC, Euroclear and Clearstream. The Calculation Agent will also specify to the Issuer Borrower the quotations upon which the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer Borrower before 5:00 p.m. (New York time) on every Interest Determination Date if it has not determined and is not in the process of determining any such Interest Rate or Note Debt Interest Amount together with its reasons therefor. The Calculation Agent’s determination of the foregoing rates and amounts for any Interest Accrual Period or Notional Accrual Period will (in the absence of manifest error) be final and binding upon all parties.

Calculation Agent. (a) The Issuers hereby agree that for so long as any Floating Rate Note remains Outstanding there 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 the Reference Rate in respect of each Interest Accrual Period in accordance with the definition of Reference Rate (the “"Calculation Agent”"). The Issuers hereby appoint the Collateral Administrator as Calculation Agent. The Calculation Agent may be removed by the Issuers or the Collateral Manager, on behalf of the Issuers, at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers or the Collateral Manager, on behalf of the Issuers, the Issuers or the Collateral Manager, on behalf of the Issuers, will promptly appoint a replacement Calculation Agent which does not control or and is not controlled by or under common control with the Issuer or its Affiliates 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. (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 possible after 11:00 a.m. London time on each Interest Determination Date, but in no event later than 11:00 a.m. New York time on the London Banking Day immediately following each Interest Determination Date, the Calculation Agent will calculate the 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 Trustee, each Paying Agent, the Collateral Manager, DTC, Euroclear and Clearstream. The Calculation Agent will also specify to the Issuer the quotations upon which the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer before 5:00 p.m. (New York time) on every Interest Determination Date if it has not determined and is not in the process of determining any such Interest Rate or Note Interest Amount together with its reasons therefor. The Calculation Agent’s determination of the foregoing rates and amounts for any Interest Accrual Period will (in the absence of manifest error) be final and binding upon all parties.

Calculation Agent. (a) The Issuers Borrower hereby agree agrees that for so long as any Floating Rate Note Debt remains Outstanding there will at all times be an agent appointed (which does not control or is not controlled or under common control with the Issuers Borrower or their its Affiliates or the Collateral Portfolio Manager or its Affiliates) to calculate the Reference Rate 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 definition terms of Reference Rate Exhibit C of the Indenture (the “Calculation Agent”). The Issuers Borrower hereby appoint appoints the Collateral Administrator as Calculation Agent. The Calculation Agent may be removed by the Issuers Borrower or the Collateral Portfolio Manager, on behalf of the Issuers, Borrower at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers Borrower or the Collateral Portfolio Manager, on behalf of the IssuersBorrower, in respect of any Interest Accrual Period, the Issuers Borrower or the Collateral Portfolio Manager, on behalf of the IssuersBorrower, will promptly appoint a replacement Calculation Agent which does not control or is not controlled by or under common control with the Issuer Borrower or its Affiliates or the Collateral Portfolio Manager or its Affiliates and provide notice thereof to the Trustee and the Collateral AdministratorAffiliates. The Calculation Agent may not resign its duties or be removed without a successor having been duly appointed. (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 possible after 11:00 a.m. London time on each Interest Determination Date, but in no event later than 11:00 a.m. New York time on the London Banking Day immediately following each Interest Determination Date, the Calculation Agent will calculate the Interest Rate applicable to each Class of Floating Rate Notes Debt during the related Interest Accrual Period (or portion thereof) and the Note Debt Interest Amount (in each case, rounded to the nearest cent, with half a cent being rounded upward) payable on the related Payment Distribution Date in respect of such Class of Floating Rate Notes 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 Collateral Trustee, the Loan Agent, each Paying Agent, the Collateral Portfolio Manager, DTC, Euroclear and Clearstream. The Calculation Agent will also specify to the Issuer Borrowers the quotations upon which the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer Borrowers before 5:00 p.m. (New York time) on every Interest Determination Date if it has not determined and is not in the process of determining any such Interest Rate or Note Debt Interest Amount together with its reasons therefor. The Calculation Agent’s determination of the foregoing rates and amounts for any Interest Accrual Period (or portion thereof) will (in the absence of manifest error) be final and binding 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 Issuers Issuer hereby agree that initially appoints Wilmington Trust, National Association to serve as Calculation Agent for the Notes and Wilmington Trust, National Association hereby accepts such appointment. The Issuer hereby agrees that, for so long as any Floating Rate Note remains Outstanding of the Notes are outstanding, there 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 the Reference Adjusted LIBOR Rate and the Applicable Rate in respect of each Interest Accrual Period when required by and in accordance with the definition terms of Reference Rate paragraph 1 of the Notes (the “Calculation Agent”). The Issuers hereby appoint the Collateral Administrator as Calculation Agent. The Calculation Agent may be removed by the Issuers or the Collateral Manager, on behalf of the Issuers, at any time. If The Calculation Agent’s sole responsibility shall be (i) to determine the Adjusted LIBOR Rate and the Applicable 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. In acting as Calculation Agent hereunder, the Calculation Agent is unable or unwilling shall be entitled to act as such or is removed by the Issuers or the Collateral Manager, on behalf conclusively rely upon and enforce each and all of the Issuersrights, the Issuers or the Collateral Managerprivileges, on behalf immunities, indemnities and benefits of the Issuers, will promptly appoint a replacement Trustee under Article 7. The resignation or removal of the Calculation Agent which does shall not control or is not controlled by or under common control with the Issuer or its Affiliates 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 effective without a successor having been duly appointed. (b) . The Calculation Agent shall be required to agree (and determination of the Collateral Administrator as Calculation Agent agrees under the Collateral Administration Agreement) that, as soon as possible after 11:00 a.m. London time on each Interest Determination Date, but in no event later than 11:00 a.m. New York time on the London Banking Day immediately following each Interest Determination Date, Applicable Rate and/or Adjusted LIBOR Rate by the Calculation Agent will calculate the Interest Rate applicable to each Class of Floating Rate Notes during the related Interest Accrual Period and the Note Interest Amount (in each caseshall, 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 Trustee, each Paying Agent, the Collateral Manager, DTC, Euroclear and Clearstream. The Calculation Agent will also specify to the Issuer the quotations upon which the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer before 5:00 p.m. (New York time) on every Interest Determination Date if it has not determined and is not in the process of determining any such Interest Rate or Note Interest Amount together with its reasons therefor. The Calculation Agent’s determination of the foregoing rates and amounts for any Interest Accrual Period will (in the absence of manifest error) , be final and binding upon 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 Issuers Issuer hereby agree agrees that for so long as any Floating Rate Note Secured Debt remains Outstanding there will at all times be an agent appointed (which does not control or is not controlled or under common control with the Issuers Issuer or their its Affiliates or the Collateral Manager or its Affiliates) to calculate LIBOR (or after the Reference Rate election of an Alternative Rate, such Alternative Rate) in respect of each Interest Accrual Period in accordance with the definition of Reference Rate terms hereto (the “Calculation Agent”). The Issuers Issuer hereby appoint appoints the Collateral Administrator as Calculation Agent. The Calculation Agent may be removed by the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, will promptly appoint a replacement Calculation Agent 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 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. (bi) The Calculation Agent shall be required to agree (and the Collateral Administrator as Calculation Agent agrees under the Collateral Administration Agreementdoes hereby agree) that, as soon as possible after 11:00 a.m. London time on each Interest Determination Date, but in no event later than 11:00 a.m. New York time on the London Banking Day immediately following each Interest Determination Date, the Calculation Agent will calculate the Interest Rate applicable to each Class of Floating Secured Debt (other than the Fixed Rate Notes Notes) during the related Interest Accrual Period and the Note 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 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 IssuerCo-Issuers, the Trustee, each the Collateral Agent, the Loan Agent, the Paying Agent, the Collateral Manager, the Collateral Administrator, DTC, Euroclear and Clearstream. The Calculation Agent will also specify to the Issuer Co-Issuers the quotations upon which the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer Co-Issuers before 5:00 p.m. (New York time) on every Interest Determination Date if it has not determined and is not in the process of determining any such Interest Rate or Note Debt Interest Amount together with its reasons therefor. The Calculation Agent’s determination of the 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, 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 Issuers Issuer hereby agree agrees that for so long as any Floating Rate Note remains Notes remain Outstanding there will shall at all times be an agent appointed (which does not control or is not controlled or under common control with the Issuers Issuer or their its Affiliates or the Collateral Portfolio Manager or its Affiliates) to calculate the Reference Rate LIBOR in respect of each Interest Accrual Period in accordance with (or, for the definition of Reference Rate first Interest Accrual Period after the Refinancing Date, each portion thereof) (the “Calculation Agent”). The Issuers Issuer hereby appoint appoints the Collateral Administrator as Calculation Agent. The Calculation Agent may be removed by the Issuers Issuer or the Collateral Portfolio Manager, on behalf of the IssuersIssuer, at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers Issuer or the Collateral Portfolio Manager, on behalf of the IssuersIssuer, the Issuers or the Collateral Manager, on behalf of the Issuers, will shall promptly appoint a replacement Calculation Agent which does not control or is not controlled by or under common control with the Issuer or its Affiliates or the Collateral Portfolio Manager or its Affiliates and provide notice thereof to the Trustee and the Collateral AdministratorAffiliates. The Calculation Agent may not resign its duties or be removed without a successor having been duly appointed. (b) The Calculation Agent shall be required to agree (and the Collateral Administrator as Calculation Agent agrees under the Collateral Administration Agreementdoes hereby agree) that, as soon as possible after 11:00 a.m. London time on each Interest Determination Date, Date but in no event later than 11:00 a.m. New York time on the London Banking Day immediately following each Interest Determination Date, the Calculation Agent will shall calculate the Interest Rate applicable to for each Class of Floating Rate Notes during for the related 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 the Note 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) payable 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 Payment Date in respect of such Class of Floating Rate Notes in respect of the related Interest Accrual PeriodDistribution Date. At such time, time the Calculation Agent will shall communicate such rates and amounts to the IssuerCo-Issuers, the Trustee, each Paying Agent, the Collateral Portfolio Manager, DTC, Euroclear and Clearstream. The Calculation Agent will shall also specify to the Issuer Co-Issuers the quotations upon which the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer Co-Issuers before 5:00 p.m. (New York time) on every Interest Determination Date if it has not determined and is not in the process of determining any such Interest Rate or Note Interest Amount together with its reasons therefor. The Calculation Agent’s determination of the foregoing rates and amounts for any Interest Accrual Period will shall (in the absence of manifest error) be final and binding 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 Issuers hereby agree Issuer agrees that for so long as any Floating Rate Note remains Outstanding there will at all times be an agent appointed (which does not control or is not controlled or under common control with the Issuers Issuer or their its Affiliates or the Collateral Investment Manager or its Affiliates) appointed to calculate the Reference Rate LIBOR in respect of each Interest Accrual Period in accordance with the definition terms of Reference Rate Schedule C hereto (the “"Calculation Agent”"). The Issuers hereby appoint Issuer has initially appointed the Collateral Administrator 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 AgentAgent for purposes of determining LIBOR for each Interest Accrual Period. The Calculation Agent may be removed by the Issuers or the Collateral Manager, on behalf of the Issuers, Issuer at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers Issuer, or if the Collateral Manager, on behalf Calculation Agent fails to determine any of the Issuersinformation required to be calculated pursuant to subsection (b), the Issuers or the Collateral Manager, on behalf of the Issuers, Issuer will promptly appoint a replacement Calculation Agent which that does not control or is not controlled by or under common control with the Issuer or its Affiliates Affiliates. No resignation or removal of 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 shall be removed effective without a successor having been duly appointed. (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 possible after 11:00 a.m. (London time time) on each Interest LIBOR Determination DateDate (as defined in Schedule C hereto), but in no event later than 11:00 a.m. New York time (London time) on the London Banking LIBOR Business Day immediately following each Interest LIBOR Determination Date, the Calculation Agent will calculate the Interest Rate applicable to each Class of Floating Rate Notes during Rates for 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 timeDate, the Calculation Agent and will communicate such rates and amounts to the Issuer, the Trustee, the Investment Manager, and each Paying Agent, the Collateral Manager, DTC, Euroclear and Clearstream. The Calculation Agent will also specify to the Issuer and the Investment Manager the quotations upon which the foregoing rates and amounts Interest Rates are based, and in any event the Calculation Agent shall notify the Issuer and the Investment Manager before 5:00 p.m. (New York London time) on every Interest 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 any such the Interest Rate or Note Rates and the Interest Amount Amounts, together with 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 Calculation Agent’s determination of the foregoing rates Interest Rates and amounts for any Interest Accrual Period will Amounts by the Calculation Agent shall (in the absence of manifest error) be final and binding upon all parties.

Calculation Agent. (a) The Issuers Issuer hereby agree agrees that for so long as any Floating Rate Note Debt remains Outstanding there will at all times be an agent appointed (which does not control or is not controlled or under common control with the Issuers Issuer or their its Affiliates or the Collateral Manager or its Affiliates) to calculate the Reference Rate Benchmark in respect of each Interest Accrual Period or portion thereof in accordance with the definition of Reference Rate terms hereof (the “Calculation Agent”). The Issuers Issuer hereby appoint appoints the Collateral Administrator as Calculation Agent. The Calculation Agent may be removed by the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, will promptly appoint a replacement Calculation Agent 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 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. (bi) The Calculation Agent shall be required to agree (and the Collateral Administrator as Calculation Agent agrees under the Collateral Administration Agreementdoes hereby agree) that, as soon as possible after 11:00 5:00 a.m. London Chicago time on each Interest Determination Date, but in no event later than 11:00 a.m. 5:00 p.m. New York time on the London Banking U.S. Government Securities Business Day immediately following each such Interest Determination Date, the Calculation Agent will calculate the Interest Rate applicable to each Class of Floating Rate Notes Debt during the related Interest Accrual Period and the Note 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 such Class of Floating Rate Notes in respect of the related Interest Accrual PeriodPeriod or portion thereof. At such time, the Calculation Agent will communicate such rates and amounts to the Issuer, the Collateral Trustee, each the Loan Agent, the Paying Agent, the Collateral Manager, the Collateral Administrator, DTC, Euroclear and Clearstream. The Calculation Agent will also specify to the Issuer the quotations upon which the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer before 5:00 p.m. (New York time) on every the U.S. Government Securities Business Day immediately following each Interest Determination Date if it has not determined and is not in the process of determining any such Interest Rate or Note Debt Interest Amount together with its reasons therefor. The Calculation Agent’s determination of the 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, 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 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 Collateral 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, including but not limited to CME Group Benchmark Administration Limited (or any successor source), 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, in 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 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 behalf of the Issuer or any other Person.

Calculation Agent. (a) The Issuers hereby agree that for so long as any Floating Rate Note remains Outstanding there 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 the Reference Rate in respect of each Interest Accrual Period in accordance with the definition of Reference Rate (the “Calculation Agent”). The Issuers hereby appoint the Collateral Administrator as Calculation Agent. The Calculation Agent may be removed by the Issuers or the Collateral Manager, on behalf of the Issuers, at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers or the Collateral Manager, on behalf of the Issuers, the Issuers or the Collateral Manager, on behalf of the Issuers, will promptly appoint a replacement Calculation Agent 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 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. (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 possible after 11:00 a.m. London time on each Interest Determination Date, but in no event later than 11:00 a.m. New York time on the London Banking Day immediately following each Interest Determination Date, the Calculation Agent will calculate the 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 Trustee, each Paying Agent, the Collateral Manager, DTC, Euroclear and Clearstream. The Calculation Agent will also specify to the Issuer the quotations upon which the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer before 5:00 p.m. (New York time) on every Interest Determination Date if it has not determined and is not in the process of determining any such Interest Rate or Note Interest Amount together with its reasons therefor. The Calculation Agent’s determination of the foregoing rates and amounts for any Interest Accrual Period will (in the absence of manifest error) be final and binding upon all parties.

Calculation Agent. (a) The Issuers hereby agree that Property Trustee shall initially, and for so long as it holds any Floating Rate Note remains Outstanding there will at all times of the ICONs, 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 the Reference Rate in respect Calculation Agent for purposes of determining LIBOR for each Interest Accrual Period in accordance with the definition of Reference Rate (the “Calculation Agent”). The Issuers hereby appoint the Collateral Administrator as Calculation AgentDistribution Date. The Calculation Agent may be removed by the Issuers or the Collateral Manager, on behalf of the Issuers, Administrative Trustees at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers or the Collateral Manager, on behalf of the IssuersAdministrative Trustees, the Issuers or the Collateral Manager, on behalf of the Issuers, 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 Affiliates or the Collateral Manager or its Affiliates and provide notice thereof to the Trustee and the Collateral Administratortheir Affiliates. The Calculation Agent may not resign its duties or be removed without a successor having been duly appointed. (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 possible after 11:00 a.m. (London time time) on each Interest LIBOR Determination Date, but in no event later than 11:00 a.m. New York time (London time) on the London Banking Business Day immediately following each Interest LIBOR Determination Date, the Calculation Agent will calculate the Interest Rate applicable to each Class of Floating Rate Notes during the related Interest Accrual Period and the Note Interest Amount distribution rate (in each case, rounded to the nearest cent, with half a cent being rounded upwardupwards) payable on for the related Payment Date in respect of such Class of Floating Rate Notes in respect of the related Interest Accrual Period. At such timeDistribution Date, the Calculation Agent and will communicate such rates rate and amounts amount to the IssuerDepositor, the Trustee, each Paying Agent, Agent and the Collateral Manager, DTC, Euroclear and ClearstreamDepositary. The Calculation Agent will also specify to the Issuer Administrative Trustees the quotations upon which the foregoing rates and amounts are basedbased and, and in any event event, the Calculation Agent shall notify the Issuer Administrative Trustees before 5:00 p.m. (New York London time) on every Interest each LIBOR Determination Date if it has not determined of its determination of One-Month LIBOR for the next succeeding Distribution Period in accordance with Schedule A hereto and is not in the process manner and calculation of determining any such Interest Rate or Note Interest Amount the foregoing rates and amounts, together with its reasons therefor. The Calculation Agent’s determination of the foregoing rates and amounts for any Interest Accrual Period Distribution Date will (in the absence of manifest error) be final and binding 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 Issuers Issuer hereby agree agrees that for so long as any Floating Rate Note Debt remains Outstanding there will at all times be an agent appointed (which does shall not control or is not control, be controlled or under common control with the Issuers or their Affiliates or Issuer, the Collateral Manager or its their respective Affiliates, and is not a fund or account managed by the Collateral Manager or Affiliates of the Collateral Manager) to calculate the Reference Rate Benchmark in respect of each Interest Accrual Period in accordance with the terms of the definition of Reference Rate Benchmark (the “Calculation Agent”). The Issuers hereby appoint Pursuant to the Collateral Administration Agreement, the Issuer has appointed the Collateral Administrator as Calculation Agent. The Calculation Agent may be removed by the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, or if the Calculation Agent fails to determine any of the information required to be published on the Active Exchange via the office specified from time to time by such Active Exchange for announcements (the “Companies Announcement Office”), as described in subsection(b), in respect of any Interest Accrual Period, the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, will may appoint promptly appoint a replacement Calculation Agent which does shall not control or is not control, be controlled by or under common control with (x) the Issuer or its Affiliates or Affiliates, (y) the Collateral Manager or its Affiliates and provide notice thereof to the Trustee and or (z) funds or accounts managed by the Collateral AdministratorManager or Affiliates of the Collateral Manager. The Calculation Agent may not resign its duties or be removed without a successor having been duly appointed. (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 possible practicable after 11:00 5:00 a.m. London Chicago time on each Interest Determination Date, but in no event later than 11:00 a.m. 5:00 p.m. New York time on the London Banking Day immediately following each such Interest Determination Date, the Calculation Agent will calculate the Interest Rate applicable to each Class of Floating Rate Notes Debt during the related Interest Accrual Period and the Note 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 Notes in respect of Debt and the related Interest Accrual Period. At such time, the Calculation Agent will communicate such rates and amounts to the Issuer, the Collateral Trustee, each Paying Agent, the Collateral Manager, DTC, Euroclear and Clearstream. The Calculation Agent will also specify to the Issuer the quotations upon which the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer before 5:00 p.m. (New York time) time on every Interest Determination Date if it has not determined and is not in the process of determining any such Interest Rate or Note Debt Interest Amount together with its reasons therefor. The Calculation Agent’s determination of the foregoing rates and amounts for any Interest Accrual Period will (in the absence of manifest error) be final and binding upon all parties. (c) Neither the Collateral Trustee, the Paying Agent nor Calculation Agent shall be under any obligation (i) to monitor, determine or verify the unavailability or cessation of the 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 Benchmark Transition Event or Benchmark Replacement Date, (ii) to select, determine or designate any Benchmark Replacement or 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, determine or designate any Benchmark Replacement Adjustment, or other modifier to any replacement or successor index, or (iv) to determine whether or what Benchmark Replacement Conforming Changes are necessary or advisable, if any, in connection with any of the foregoing. 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 the Term SOFR Rate (or other applicable Benchmark) and absence of a designated Benchmark Replacement or Fallback Rate, including as a result of any inability, delay, error or inaccuracy on the part of any other transaction party, including without limitation the Designated Transaction Representative, 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. The Calculation Agent shall, in respect of any Interest Determination Date, have no liability for the application of Term SOFR Rate as determined on the previous Interest Determination Date or on a previous U.S. Government Securities Business Day 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 Designated Transaction Representative, including without limitation in respect of facilitating or specifying administrative procedures with respect to the calculation of any Benchmark Replacement or Fallback Rate, on which the Calculation Agent shall be 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 the Collateral Administration Agreement to (i) the right of the Collateral Trustee and the Collateral Administrator to rely upon notices, instructions and other information provided by the Collateral Manager and (ii) protections afforded to the Collateral Trustee and the Collateral Administrator in respect of any acts or omissions of the Collateral Manager, shall in each case also apply to the same extent in respect of the Designated Transaction Representative. (d) The Collateral Trustee and the Calculation Agent shall not have any liability for any publications received from the Term SOFR Administrator.

Calculation Agent. (a) The Issuers Issuer hereby agree agrees that for so long as any Floating Rate Note Secured Notes remains Outstanding there will at all times be an agent appointed (which does not control or is not controlled or under common control with the Issuers Issuer or their its Affiliates or the Collateral Manager or its Affiliates) to calculate the Reference Rate LIBOR in respect of each Interest Accrual Period (or portion thereof) in accordance with the definition of Reference Rate terms hereof (the “Calculation Agent”). The Issuers Issuer hereby appoint appoints the Collateral Administrator as Calculation Agent. The Calculation Agent may be removed by the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, in respect of any Interest Accrual Period, the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, will promptly appoint a replacement Calculation Agent 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 and provide notice thereof to the Trustee and the Collateral AdministratorAffiliates. The Calculation Agent may not resign its duties or be removed without a successor having been duly appointed. (b) The Calculation Agent shall be required to agree (and the Collateral Administrator as Calculation Agent agrees under the Collateral Administration Agreementdoes hereby agree) that, as soon as possible after 11:00 a.m. London time on each Interest Determination Date, but in no event later than 11:00 a.m. New York time on the London Banking Day immediately following each Interest Determination Date, the Calculation Agent will calculate the Interest Rate applicable to each Class of Floating Rate Notes during the related Interest Accrual Period (or portion thereof) and the Note 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 Trustee, each Paying Agent, the Collateral Manager, DTC, Euroclear and Clearstream. The Calculation Agent will also specify to the Issuer the quotations upon which the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer before 5:00 p.m. (New York time) on every Interest Determination Date if it has not determined and is not in the process of determining any such Interest Rate or Note Interest Amount together with its reasons therefor. The Calculation Agent’s determination of the foregoing rates and amounts for any Interest Accrual Period (or portion thereof) will (in the absence of manifest error) be final and binding upon all parties.

Calculation Agent. (a) The Issuers Issuer hereby agree that for so long as any Floating Rate Note Debt remains Outstanding there will at all times be an agent appointed (which does not control or is not controlled or under common control with the Issuers Issuer or their its Affiliates or the Collateral Manager or its Affiliates) to calculate the Reference Rate Benchmark in respect of each Interest Accrual Period in accordance with the definition of Reference Rate Benchmark (the “Calculation Agent”). The Issuers Issuer hereby appoint appoints the Collateral Administrator as Calculation Agent. The Calculation Agent may be removed by the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, will be required to appoint promptly appoint a replacement Calculation Agent which does not control or and is not controlled by or under common control with the Issuer or its Affiliates or Issuer, the Collateral Manager or its their 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. (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 possible after 11:00 a.m. London 5:00 p.m. New York time on each Interest Determination Date, but in no event later than 11:00 a.m. 5:00 p.m. New York time on the London Banking U.S. Government Securities Business Day immediately following each Interest Determination Date, the Calculation Agent will calculate the Interest Rate applicable to each Class of Floating Rate Notes Debt during the related Interest Accrual Period and the Note 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 Notes 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 Collateral Trustee, the Loan Agent, each Paying Agent, the Collateral Manager, DTC, Euroclear and Clearstream. The Calculation Agent will also specify to the Issuer the quotations upon which the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer before 5:00 p.m. (New York time) on every Interest Determination Date if it has not determined and is not in the process of determining any such Interest Rate or Note Debt Interest Amount together with its reasons therefor. The Calculation Agent’s determination of the foregoing rates and amounts for any Interest Accrual Period will (in the absence of manifest error) be final and binding upon all parties.

Calculation Agent. (a) The Issuers Issuer hereby agree that for so long as any Floating Rate Note Notes remains Outstanding there will at all times be an agent appointed (which does not control or is not controlled or under common control with the Issuers Issuer or their its Affiliates or the Collateral Manager or its Affiliates) to calculate the Reference Rate Benchmark in respect of each Interest Accrual Period in accordance with the definition of Reference Rate Benchmark (the “Calculation Agent”). The Issuers Issuer hereby appoint appoints the Collateral Administrator as Calculation Agent. The Calculation Agent may be removed by the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, will be required to appoint promptly appoint a replacement Calculation Agent which does not control or and is not controlled by or under common control with the Issuer or its Affiliates or Issuer, the Collateral Manager or its their 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. (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 possible after 11:00 a.m. London 5:00 p.m. New York time on each Interest Determination Date, but in no event later than 11:00 a.m. 5:00 p.m. New York time on the London Banking U.S. Government Securities Business Day immediately following each Interest Determination Date, the Calculation Agent will calculate the Interest Rate applicable to each Class of Floating Rate Notes during the related Interest Accrual Period and the Note 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 Trustee, each Paying Agent, the Collateral Manager, DTC, Euroclear and Clearstream. The Calculation Agent will also specify to the Issuer the quotations upon which the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer before 5:00 p.m. (New York time) on every Interest Determination Date if it has not determined and is not in the process of determining any such Interest Rate or Note Notes Interest Amount together with its reasons therefor. The Calculation Agent’s determination of the foregoing rates and amounts for any Interest Accrual Period will (in the absence of manifest error) be final and binding upon all parties.

Calculation Agent. (a) The Issuers hereby agree that Property Trustee shall initially, and for so long as it holds any Floating Rate Note remains Outstanding there will at all times of the ICONs, 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 the Reference Rate in respect Calculation Agent for purposes of determining LIBOR for each Interest Accrual Period in accordance with the definition of Reference Rate (the “Calculation Agent”). The Issuers hereby appoint the Collateral Administrator as Calculation AgentDistribution Date. The Calculation Agent may be removed by the Issuers or the Collateral Manager, on behalf of the Issuers, Administrative Trustees at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers or the Collateral Manager, on behalf of the IssuersAdministrative Trustees, the Issuers or the Collateral Manager, on behalf of the Issuers, 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 Affiliates or the Collateral Manager or its Affiliates and provide notice thereof to the Trustee and the Collateral Administratortheir Affiliates. The Calculation Agent may not resign its duties or be removed without a successor having been duly appointed. (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 possible after 11:00 a.m. (London time time) on each Interest LIBOR Determination Date, but in no event later than 11:00 a.m. New York time (London time) on the London Banking Business Day immediately following each Interest LIBOR Determination Date, the Calculation Agent will calculate the Interest Rate applicable to each Class of Floating Rate Notes during the related Interest Accrual Period and the Note Interest Amount distribution rate (in each case, rounded to the nearest cent, with half a cent being rounded upwardupwards) payable on for the related Payment Date in respect of such Class of Floating Rate Notes in respect of the related Interest Accrual Period. At such timeDistribution Date, the Calculation Agent and will communicate such rates rate and amounts amount to the IssuerDepositor, the Trustee, each Paying Agent, Agent and the Collateral Manager, DTC, Euroclear and ClearstreamDepositary. The Calculation Agent will also specify to the Issuer Administrative Trustees the quotations upon which the foregoing rates and amounts are basedbased and, and in any event event, the Calculation Agent shall notify the Issuer Administrative Trustees before 5:00 p.m. (New York London time) on every Interest 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 any such Interest Rate or Note Interest Amount the foregoing rates and amounts, together with its reasons therefor. The Calculation Agent’s 's determination of the foregoing rates and amounts for any Interest Accrual Period Distribution Date will (in the absence of manifest error) be final and binding 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 Issuers Issuer hereby agree that for so long as any Floating Rate Note Debt remains Outstanding there will at all times be an agent appointed (which does not control or is not controlled or under common control with the Issuers Issuer or their its Affiliates or the Collateral Manager or its Affiliates) to calculate the Reference Rate Benchmark in respect of each Interest Accrual Period in accordance with the definition of Reference Rate Benchmark (the “Calculation Agent”). The Issuers Issuer hereby appoint appoints the Collateral Administrator as Calculation Agent. The Calculation Agent may be removed by the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, will be required to appoint promptly appoint a replacement Calculation Agent which does not control or and is not controlled by or under common control with the Issuer or its Affiliates or Issuer, the Collateral Manager or its their 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. (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 possible after 11:00 a.m. London 5:00 p.m. New York time on each Interest Determination Date, but in no event later than 11:00 a.m. 5:00 p.m. New York time on the London Banking U.S. Government Securities Business Day immediately following each Interest Determination Date, the Calculation Agent will calculate the Interest Rate applicable to each Class of Floating Rate Notes Debt during the related Interest Accrual Period (or, for the first Interest Accrual Period, during the related Notional Accrual Period) and the Note 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 Notes 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 Trustee, the Loan Agent, each Paying Agent, the Collateral Manager, DTC, Euroclear and Clearstream; provided that, for the Interest Rate calculated for any Notional Accrual Period, the Trustee will post notice of such Interest Rate on its website. The Calculation Agent will also specify to the Issuer the quotations upon which the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer before 5:00 p.m. (New York time) on every Interest Determination Date if it has not determined and is not in the process of determining any such Interest Rate or Note Debt Interest Amount together with its reasons therefor. The Calculation Agent’s determination of the foregoing rates and amounts for any Interest Accrual Period or Notional Accrual Period will (in the absence of manifest error) be final and binding upon all parties.

Calculation Agent. (a) The Issuers Issuer and the Co-Issuer hereby agree that for so long as any Floating Rate Note remains Notes remain Outstanding there will shall 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 the Reference Rate LIBOR in respect of each Interest Accrual Period in accordance with the definition terms of Reference Rate Schedule B attached hereto (the “Calculation Agent”). The Issuers hereby appoint Issuer and the Collateral Administrator Co-Issuer initially have appointed the Trustee as Calculation AgentAgent for purposes of determining LIBOR for each Interest Accrual Period. The Calculation Agent may be removed by the Issuers or the Collateral Manager, on behalf of the Issuers, 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 Issuers Issuer, or if the Calculation Agent fails to determine LIBOR or the Collateral Manager, on behalf Interest Distribution Amount for any Class of the IssuersNotes for any Interest Accrual Period, the Issuers or the Collateral Manager, on behalf of the Issuers, will 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 Collateral Manager or its Affiliates and provide notice thereof to the Trustee and the Collateral AdministratorAffiliates. 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 possible practicable after 11:00 a.m. (London time time) on each Interest LIBOR Determination DateDate (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 Interest LIBOR Determination Date, the Calculation Agent will shall calculate LIBOR for the Interest Rate applicable to each Class of Floating Rate Notes during the related next 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-Issuer, the Trustee, each Paying Agentthe Loan Obligation Manager, the Collateral ManagerPaying Agent and, DTCif any Note is in the form of a Regulation S Global Security, to Euroclear and Clearstream, Luxembourg. The Calculation Agent will shall also specify to the Issuer and the Co-Issuer the quotations upon which the foregoing rates and amounts are 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 every Interest each LIBOR Determination Date if it has not determined and is not in the process of determining any such LIBOR and the Interest Rate or Note Interest Amount Distribution Amounts for each Class of Notes, together with its the reasons therefor. The Calculation Agent’s determination of the foregoing rates Class A Rate, Class B Rate, Class C Rate, Class D Rate and amounts for any Class E Rate and the related Class A Interest Accrual Period will (in Distribution Amount, Class B Interest Distribution Amount, Class C Interest Distribution Amount, Class D Interest Distribution Amount and Class E Interest Distribution Amount, respectively, by the absence of Calculation Agent shall, absent manifest error) , be final and binding upon on all parties.

Calculation Agent. (a) The Issuers Borrower hereby agree agrees that for so long as any Floating Rate Note Secured Debt remains Outstanding there will at all times be an agent appointed (which does not control or is not controlled or under common control with the Issuers Borrower or their its Affiliates or the Collateral Manager or its Affiliates) to calculate the Reference Rate 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 definition terms of Reference Rate Exhibit C of the Indenture (the “Calculation Agent”). The Issuers Borrower hereby appoint appoints the Collateral Administrator as Calculation Agent. The Calculation Agent may be removed by the Issuers Borrower or the Collateral Manager, on behalf of the Issuers, Borrower at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers Borrower or the Collateral Manager, on behalf of the IssuersBorrower, in respect of any Interest Accrual Period, the Issuers Borrower or the Collateral Manager, on behalf of the IssuersBorrower, will promptly appoint a replacement Calculation Agent 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 and provide notice thereof to the Trustee and the Collateral AdministratorAffiliates. The Calculation Agent may not resign its duties or be removed without a successor having been duly appointed. (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 possible after 11:00 a.m. London time on each Interest Determination Date, but in no event later than 11:00 a.m. New York time on the London Banking Day immediately following each Interest Determination Date, the Calculation Agent will calculate the Interest Rate applicable to each Class of Floating Rate Notes Debt during the related Interest Accrual Period (or portion thereof) and the Note 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 Notes Debt in respect of the related Interest Accrual Period. At such time, the Calculation Agent will communicate such rates and amounts to the IssuerBorrower, the Trustee, the Collateral Agent, the Loan Agent, each Paying Agent, the Collateral Manager, DTC, Euroclear and Clearstream. The Calculation Agent will also specify to the Issuer Borrower the quotations upon which the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer Borrower before 5:00 p.m. (New York time) on every Interest Determination Date if it has not determined and is not in the process of determining any such Interest Rate or Note Debt Interest Amount together with its reasons therefor. The Calculation Agent’s determination of the foregoing rates and amounts for any Interest Accrual Period (or portion thereof) will (in the absence of manifest error) be final and binding upon all parties.

Calculation Agent. (a) The Co-Issuers hereby agree that that, for so long as any Floating Rate Note remains Outstanding there of the Notes remain Outstanding, the Co-Issuers will at all times cause there to 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 the Reference Rate LIBOR in respect of each Interest Accrual Period in accordance with the definition terms of Reference Rate Schedule B (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 Co-Issuers hereby appoint have initially appointed the Collateral Administrator Trustee as Calculation AgentAgent for purposes of determining LIBOR for each Interest Period. The Calculation Agent may be removed by the Co-Issuers or the Collateral Manager, on behalf of the Issuers, at any time. If the Calculation Agent is unable or unwilling to act as such or such, is removed by the Co-Issuers or fails to determine the Collateral Manager, on behalf Note Interest Rate for any Class of Notes or the Issuersamount of interest payable in respect of any Class of Notes for any Interest Period, the Co-Issuers or the Collateral Manager, on behalf of the Issuers, will promptly appoint as a replacement Calculation Agent a leading bank 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 Affiliates or the Collateral Manager or its Affiliates and provide notice thereof to the Trustee and the Collateral Administratorany of their respective Affiliates. The Calculation Agent may not resign its duties or be removed without a successor having been duly appointed. The determination of the Note Interest Rate for the Notes for each Interest Period by the Calculation Agent shall (in the absence of manifest error) be final and binding on all parties. (b) The Calculation Agent shall be required to agree (and the Collateral Administrator as Calculation Agent agrees under the Collateral Administration Agreement) thatshall, as soon as possible after 11:00 a.m. (London time time) on each Interest LIBOR Determination Date, but in no event later than 11:00 a.m. New York time (London time) on the London Banking Business Day immediately following each Interest LIBOR Determination Date, the Calculation Agent will calculate the Note Interest Rate applicable to for each Class of Floating Rate Notes during for the related Interest Accrual Period and the Note amount of interest for the related Interest Amount Period payable in respect of each U.S.$1,000 in principal amount of each Class of Notes (in each case, case rounded to the nearest cent, with half a cent being rounded upward) payable on the related Payment Distribution Date in respect of such Class of Floating Rate Notes in respect of the related Interest Accrual Period. At such time, the Calculation Agent and will communicate such rates and amounts and the related Distribution Date to the IssuerCo-Issuers, the Trustee, each Paying Agent (other than the Preferred Share Paying Agent), the Collateral ManagerDepositary, DTCEuroclear, Euroclear Clearstream, Luxembourg and Clearstream(in the case of any Class of Notes listed on the Irish Stock Exchange) the Irish Stock Exchange. The Calculation Agent will also specify to the Issuer Co-Issuers the quotations upon which the foregoing rates and amounts are Note Interest Rate for each Class of Notes is based, and in any event the Calculation Agent shall notify the Issuer Co-Issuers before 5:00 p.m. (New York London time) on every Interest 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 any such Interest Rate or Note Interest Amount Rates, together with its reasons therefor. The Calculation Agent’s determination Agent also will cause the Note Interest Rate for each Interest Period for each Class of Notes listed on the Irish Stock Exchange, the 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 foregoing rates Irish Stock Exchange as soon as possible after the Calculation Agent has determined such Note Interest Rates and amounts for any Interest Accrual Period will (in the absence of manifest error) be final and binding upon all partiesamounts.

Calculation Agent. (a) The Issuers hereby agree that for so long as any Floating Rate Note remains Outstanding there 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 the Reference Rate in respect of each Interest Accrual Period in accordance with the definition of Reference Rate (the “Calculation Agent”). The Issuers hereby appoint the Collateral Administrator as Calculation Agent. The Calculation Agent may be removed by the Issuers or the Collateral Manager, on behalf of the Issuers, at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers or the Collateral Manager, on behalf of the Issuers, the Issuers or the Collateral Manager, on behalf of the Issuers, will promptly appoint a replacement Calculation Agent 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 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. (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 possible after 11:00 a.m. London time on each Interest Determination Date, but in no event later than 11:00 a.m. New York time on the London Banking Day or U.S. Government Securities Business Day, as applicable, immediately following each Interest Determination Date, the Calculation Agent will calculate the 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 Trustee, each Paying Agent, the Collateral Manager, DTC, Euroclear and Clearstream. The Calculation Agent will also specify to the Issuer the quotations upon which the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer before 5:00 p.m. (New York time) on every Interest Determination Date if it has not determined and is not in the process of determining any such Interest Rate or Note Interest Amount together with its reasons therefor. The Calculation Agent’s determination of the foregoing rates and amounts for any Interest Accrual Period will (in the absence of manifest error) be final and binding upon all parties.

Calculation Agent. (a) The Issuers hereby agree In the case of any Series of Notes that for so long as any Floating Rate Note remains Outstanding there will at all times be an agent appointed (which does not control or is not controlled or under common control with require the Issuers or their Affiliates or the Collateral Manager or its Affiliates) to calculate the Reference Rate in respect appointment of each Interest Accrual Period in accordance with the definition of Reference Rate (the “a Calculation Agent”). The Issuers hereby appoint , the Collateral Administrator Fiscal Agent or, as the case may be, the Registrar shall act as Calculation Agent. The , 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"), as Calculation Agent may be removed by the Issuers or the Collateral Manager, on behalf of the Issuers, at any time. If the Calculation Agent is unable or unwilling to act as for such or is removed by the Issuers or the Collateral Manager, on behalf of the Issuers, the Issuers or the Collateral Manager, on behalf of the Issuers, will promptly appoint a replacement Calculation Agent 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 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 appointedSeries. (b) The Should such a request be made to the Issuer by the relevant Dealer(s) or (in the case of a 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 Agent Agency Agreement attached as Schedule 1 to the Agency Agreement, and no further action shall be required to agree (and effect the Collateral Administrator appointment of the relevant Dealer or, Lead Manager as Calculation Agent agrees under in relation to that Series of Notes, and the Collateral Administration AgreementSchedule to the Calculation Agency Agreement shall be deemed to be duly annotated to include such Series. The name of the Dealer or Lead Manager so appointed will be entered in the applicable Pricing Supplement. (c) that, Should a request be made to the Issuer for the appointment of a Nominee as soon as possible after 11:00 a.m. London time on each Interest Determination Date, but in no event later than 11:00 a.m. New York time on the London Banking Day immediately following each Interest Determination Date, the Calculation Agent will calculate as aforesaid, the Interest Rate applicable Nominee shall agree with the Issuer in writing to each Class its appointment as Calculation Agent on the terms of Floating Rate Notes during the related Interest Accrual Period form of 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 Nominee as Calculation Agent in relation to that Series of Notes, and the Note Interest Amount (in each case, rounded Schedule 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 Calculation Agency Agreement shall be deemed to be duly annotated to include that Series. The name of the related Interest Accrual Period. At such time, the Calculation Agent Nominee so appointed will communicate such rates and amounts to the Issuer, the Trustee, each Paying Agent, the Collateral Manager, DTC, Euroclear and Clearstream. The Calculation Agent will also specify to the Issuer the quotations upon which the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer before 5:00 p.m. (New York time) on every Interest Determination Date if it has not determined and is not be entered in the process of determining any such Interest Rate or Note Interest Amount together with its reasons therefor. The Calculation Agent’s determination of the foregoing rates and amounts for any Interest Accrual Period will (in the absence of manifest error) be final and binding upon all partiesapplicable Pricing Supplement.

Calculation Agent. (a) The Issuers Issuer hereby agree agrees that for so long as any Floating Rate Note remains Secured Notes remain Outstanding there 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 Issuer or the Collateral Manager or its Affiliates) to calculate the Reference Rate 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 definition of Reference Rate “Benchmark” (the “Calculation Agent”). The Issuers Issuer hereby appoint appoints the Collateral Administrator as Calculation Agent. The Calculation Agent may be removed by the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, as described in sub-section (b), in respect of any Interest Accrual Period, the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, will promptly appoint a replacement Calculation Agent 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 and provide notice thereof to the Trustee and the Collateral AdministratorAffiliates. The Calculation Agent may not resign its duties or be removed without a successor having been duly appointed. (b) The Calculation Agent shall be required to agree (and the Collateral Administrator as Calculation Agent agrees under the Collateral Administration Agreementdoes hereby agree) that, as soon as possible after 11:00 a.m. London time on each Interest Determination Date, as soon as possible but in no event later than 11:00 a.m. 5:00 p.m. New York time on the London Banking Day immediately following each such Interest Determination Date, the Calculation Agent will shall calculate the 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 such Class of Floating Rate 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 Trustee, each the Paying Agent, the Collateral Manager, DTC, Euroclear and Clearstream. The Calculation Agent will also specify to the Issuer the quotations upon which the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer before 5:00 p.m. (New York time) on every Interest Determination Date if it has not determined and is not in the process of determining any such Interest Rate or Note Interest Amount together with its reasons therefor. The Calculation Agent’s determination of the foregoing rates and amounts for any Interest Accrual Period will (in the absence of manifest error) be final and binding 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 Issuers hereby agree that Property Trustee shall initially, and, subject to the immediately following sentence, for so long as it holds any Floating Rate Note remains Outstanding there will at all times of the Notes, 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 the Reference Rate in respect Calculation Agent for purposes of determining LIBOR for each Interest Accrual Period in accordance with the definition of Reference Rate (the “Calculation Agent”). The Issuers hereby appoint the Collateral Administrator as Calculation AgentDistribution Date. The Calculation Agent may be removed by the Issuers or the Collateral Manager, on behalf of the Issuers, Administrative Trustees at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers or the Collateral Manager, on behalf of the IssuersAdministrative Trustees, the Issuers or the Collateral Manager, on behalf of the Issuers, Administrative Trustees will promptly appoint as a replacement Calculation Agent the London office of a leading bank which is engaged in transactions in three (3) 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 or the Collateral Manager or its Affiliates and provide notice thereof to the Trustee and the Collateral AdministratorAffiliates. The Calculation Agent may not resign its duties or be removed without a successor having been duly appointed. (b) The Calculation Agent shall be required to agree (agree, and the Collateral Administrator Property Trustee as the initial Calculation Agent agrees under the Collateral Administration Agreement) hereby agrees, that, as soon as possible after 11:00 a.m. A.M. (London time time) on each Interest LIBOR Determination Date, but in no event later than 11:00 a.m. New York time A.M. (London time) on the London Banking Business Day immediately following each Interest LIBOR Determination Date, the Calculation Agent will calculate the Interest Rate applicable to each Class of Floating Rate Notes during the related Interest Accrual Period and the Note Interest Amount interest rate (in each case, rounded to the nearest cent, with half a cent being rounded upwardupwards) payable on for the related Payment Date in respect of such Class of Floating Rate Notes in respect of the related Interest Accrual Period. At such timeDistribution Date, the Calculation Agent and will communicate such rates rate and amounts amount to the IssuerDepositor, the Administrative Trustees, the Note Trustee, the Property Trustee (if the Property Trustee is not the Calculation Agent), each Paying Agent, Agent and the Collateral Manager, DTC, Euroclear and ClearstreamDepositary. The Calculation Agent will also specify to the Issuer Administrative Trustee the quotations upon which the foregoing rates and amounts are basedbased and, and in any event event, the Calculation Agent shall notify the Issuer Administrative Trustees before 5:00 p.m. P.M. (New York London time) on every Interest 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 any such Interest Rate or Note Interest Amount the foregoing rates and amounts, together with its reasons therefor. The Calculation Agent’s determination of the foregoing rates and amounts for any Interest Accrual Period Distribution Date will (in the absence of manifest error) be final and binding upon all parties.. For the sole purpose of calculating the interest rate for the

Calculation Agent. (a) The Issuers hereby agree agrees that for so long as any Floating Rate Note remains Outstanding there 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 theirits Affiliates or the Collateral Manager or its Affiliates) to calculate the Reference Rate RateBenchmark in respect of each Interest Accrual Period in accordance with the definition of Reference Rate RateBenchmark (the “Calculation Agent”). The Issuers hereby appoint appoints the Collateral Administrator as Calculation Agent. The Calculation Agent may be removed by the Issuers or the Collateral Manager, on behalf of the Issuers, at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers or the Collateral Manager, on behalf of the Issuers, the Issuers or the Collateral Manager, on behalf of the Issuers, will promptly appoint a replacement Calculation Agent 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 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. (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 possible after 11:00 a.m. London time on each Interest Determination Date, but in no event later than 11:00 a.m. New York time on the London Banking Day or U.S. Government Securities Business Day, as applicable, immediately following each Interest Determination Date, the Calculation Agent will calculate the 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 Trustee, each Paying Agent, the Collateral Manager, DTC, Euroclear and Clearstream. The Calculation Agent will also specify to the Issuer the quotations upon which the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer before 5:00 p.m. (New York time) on every Interest Determination Date if it has not determined and is not in the process of determining any such Interest Rate or Note Interest Amount together with its reasons therefor. The Calculation Agent’s determination of the foregoing rates and amounts for any Interest Accrual Period will (in the absence of manifest error) be final and binding upon all parties.

Calculation Agent. (a) The Issuers hereby agree that for so long as any Floating Rate Note Debt remains Outstanding there 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 the Reference Rate LIBORthe Benchmark in respect of each Interest Accrual Period in accordance with the definition of Reference LIBOR and Term SOFR Rate (the “Calculation Agent”). The Issuers hereby appoint the Collateral Administrator as Calculation Agent. The Calculation Agent may be removed by the Issuers or the Collateral Manager, on behalf of the Issuers, at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers or the Collateral Manager, on behalf of the Issuers, the Issuers or the Collateral Manager, on behalf of the Issuers, will promptly appoint a replacement Calculation Agent 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 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. (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 possible after 11:00 a.m. London time on each Interest Determination Date, but in no event later than 11:00 a.m. New York time on the London Banking Day or U.S. Government Securities Business Day, as applicable, immediately following each Interest Determination Date, the Calculation Agent will calculate the Interest Rate applicable to each Class of Floating Rate Notes Debt during the related Interest Accrual Period and the Note 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 Notes Debt in respect of the related Interest Accrual Period. At such time, the Calculation Agent will communicate such rates and amounts to the IssuerIssuers, the Collateral Trustee, the Loan Agent, each Paying Agent, the Collateral Manager, DTC, Euroclear and Clearstream. The Calculation Agent will also specify to the Issuer Issuers the quotations upon which the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer Issuers before 5:00 p.m. (New York time) on every Interest Determination Date if it has not determined and is not in the process of determining any such Interest Rate or Note Debt Interest Amount together with its reasons therefor. The Calculation Agent’s determination of the foregoing rates and amounts for any Interest Accrual Period will (in the absence of manifest error) be final and binding upon all parties.

Calculation Agent. (a) The Issuers Issuer hereby agree agrees that for so long as any Floating Rate Note remains Outstanding there will at all times be an agent appointed (which does not control or is not controlled or under common control with the Issuers Issuer or their its Affiliates or the Collateral Manager or its Affiliates) to calculate the Reference Rate Benchmark in respect of each Interest Accrual Period in accordance with the definition of Reference Rate Benchmark (the “Calculation Agent”). The Issuers Issuer hereby appoint appoints the Collateral Administrator as Calculation Agent. The Calculation Agent may be removed by the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, the Issuers Issuer or the Collateral Manager, on behalf of the IssuersIssuer, will promptly appoint a replacement Calculation Agent 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 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. (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 possible after 11:00 a.m. London time on each Interest Determination Date, but in no event later than 11:00 a.m. New York time on the London Banking U.S. Government Securities Business Day immediately following each Interest Determination Date, the Calculation Agent will calculate the 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 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 Trustee, each Paying Agent, the Collateral Manager, DTC, Euroclear Euroclear, Clearstream and ClearstreamEuronext Dublin (for so long as any Notes are listed on Euronext Dublin and the guidelines of such exchange so require). The Calculation Agent will also specify to the Issuer the quotations upon which the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer before 5:00 p.m. (New York time) on every Interest Determination Date if it has not determined and is not in the process of determining any such Interest Rate or Note Interest Amount together with its reasons therefor. The Calculation Agent’s determination of the foregoing rates and amounts for any Interest Accrual Period will (in the absence of manifest error) be final and binding upon all parties.

Calculation Agent. (a) The Issuers Issuer and the Co-Issuer hereby agree that for so long as any Floating Rate Note remains Notes remain Outstanding there will shall 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 the Reference Rate LIBOR in respect of each Interest Accrual Period in accordance with the definition terms of Reference Rate Schedule F hereto (the “Calculation Agent”). The Issuers hereby appoint Issuer and the Collateral Administrator Co-Issuer have initially appointed the Trustee as Calculation AgentAgent for purposes of determining LIBOR for each Interest Accrual Period. The Calculation Agent may be removed by the Issuers or 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 Collateral Manager, on behalf of each Hedge Counterparty, the Issuers, at any timeNoteholders and each Rating Agency. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers or Issuer and the Collateral Manager, on behalf Co-Issuer in respect of the Issuersany Interest Accrual Period, the Issuers or Issuer and the Collateral ManagerCo-Issuer shall, on behalf with the prior written consent of the Issuerseach Hedge Counterparty, 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 and provide notice thereof to the Trustee and the Collateral AdministratorCo-Issuer. The Calculation Agent may not resign its duties or be removed 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 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 (and the Collateral Administrator as Calculation Agent agrees under the Collateral Administration Agreement) that, as soon as possible practicable after 11:00 a.m. (London time time) on each Interest LIBOR Determination DateDate (as defined in Schedule F hereto), but in no event later than 11:00 a.m. (New York time time) on the London Banking Day immediately following each Interest LIBOR Determination Date, the Calculation Agent will shall calculate (x) LIBOR for the Interest Rate applicable to each Class of Floating Rate Notes during the related next Interest Accrual Period and (y) the Note amount of interest for such Interest Amount Accrual Period payable in respect of each U.S. $1,000 principal amount of each Class of Notes (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 timeDate, the Calculation Agent and will communicate such rates and amounts to the Issuer, the Co-Issuer, the Trustee, each Paying Agent, the Collateral Manager, DTCthe Paying 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 will shall also specify to the Issuer and the Co-Issuer the quotations upon which the foregoing rates and amounts are 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 every Interest each LIBOR Determination Date if it has not determined and is not in the process of determining any such LIBOR and the Interest Rate or Note Interest Amount Distribution Amounts for each Class of Notes, together with its the reasons therefor. The Calculation Agent’s determination of the foregoing rates Class 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 amounts for any Class K Rate and the related Class A-1 Interest Accrual Period will (in 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 K Interest Distribution Amount, respectively, by the absence of Calculation Agent shall, absent manifest error) , be final and binding upon on all parties.

Calculation Agent. (a) The Issuers Issuer and the Co-Issuer hereby agree that for so long as any Floating Rate Note remains Notes remain Outstanding there will shall 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 the Reference Rate LIBOR in respect of each Interest Accrual Period in accordance with the definition terms of Reference Rate Schedule F hereto (the “Calculation Agent”). The Issuers hereby appoint Issuer and the Collateral Administrator Co-Issuer have initially appointed the Trustee as Calculation AgentAgent for purposes of determining LIBOR for each Interest Accrual Period. The Calculation Agent may be removed by the Issuers or 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 Collateral Manager, on behalf of the IssuersUpfront Swap Counterparty, at any timeeach Hedge Counterparty, each Synthetic Asset Counterparty, the Noteholders and each Rating Agency. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers or Issuer and the Collateral Manager, on behalf Co-Issuer in respect of the Issuersany Interest Accrual Period, the Issuers or Issuer and the Collateral ManagerCo-Issuer shall, on behalf with the prior written consent of the Issuerseach Hedge Counterparty and each Synthetic Asset Counterparty, 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 and provide notice thereof to the Trustee and the Collateral AdministratorCo-Issuer. The Calculation Agent may not resign its duties or be removed 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 (and the Collateral Administrator as Calculation Agent agrees under the Collateral Administration Agreement) that, as soon as possible practicable after 11:00 a.m. (London time time) on each Interest LIBOR Determination DateDate (as defined in Schedule F hereto), but in no event later than 11:00 a.m. (New York time time) on the London Banking Day immediately following each Interest LIBOR Determination Date, the Calculation Agent will shall calculate (x) LIBOR for the Interest Rate applicable to each Class of Floating Rate Notes during the related next Interest Accrual Period and (y) the Note amount of interest for such Interest Amount Accrual Period payable in respect of each U.S.$1,000 principal amount of each Class of Notes (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 timeDate, the Calculation Agent and will communicate such rates and amounts to the Issuer, the Co-Issuer, the Trustee, each Paying Agent, the Collateral Manager, DTCthe Paying 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 Note, 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 will also shall specify to the Issuer and the Co-Issuer the quotations upon which the foregoing rates and amounts are 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 every Interest each LIBOR Determination Date if it has not determined and is not in the process of determining any such LIBOR and the Interest Rate or Note Interest Amount Distribution Amounts for each Class of Notes, together with its the reasons therefor. The Calculation Agent’s determination of the foregoing rates Class 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 amounts for any the Class L Rate, and the related Class A-1 Interest Accrual Period will (in Distribution Amount, the absence of 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 L Interest Distribution Amount, respectively, by the Calculation Agent shall, absent manifest error) , be final and binding upon on all parties.

Calculation Agent. (a) The Issuers Issuer hereby agree that for so long as any Floating Rate Note remains Outstanding there will at all times be an agent appointed (which does not control or is not controlled or under common control with appoints the Issuers or their Affiliates or the Collateral Manager or its Affiliates) to calculate the Reference Rate in respect of each Interest Accrual Period in accordance with the definition of Reference Rate (the “Calculation Agent”). The Issuers hereby appoint the Collateral Administrator Indenture Trustee as Calculation Agent. The Calculation Agent may be removed by the Issuers or the Collateral Managerwith respect to each series of Notes, on behalf of the Issuers, at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuers or the Collateral Manager, on behalf of the Issuers, the Issuers or the Collateral Manager, on behalf of the Issuers, will promptly appoint a replacement Calculation Agent 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 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 appointedIndenture Trustee hereby accepts such appointment. (b) The relevant Calculation Agent shall be required shall, in relation to agree (any relevant Notes, perform all functions and the Collateral Administrator as obligations imposed on such Calculation Agent agrees under by or pursuant to this Indenture, and each applicable Note Certificate or Supplemental Indenture. (c) Each Calculation Agent, excluding the Collateral Administration AgreementIndenture Trustee, shall forward to the Issuer at least monthly a report providing details with respect to the performance of its functions and obligations with respect to any Notes which shall include dates and amounts of forthcoming payments with respect to the Notes. (d) thatThe relevant Calculation Agent shall, upon the request of any relevant Holder of the relevant Notes, provide the interest rate then in effect and, if determined, the interest rate that will become effective as soon as possible after 11:00 a.m. London time on each a result of a determination made for the next succeeding Interest Determination Date, but in no event later than 11:00 a.m. New York time on Reset Date with respect to the London Banking Day immediately following each Interest Determination Date, particular series of Notes. (e) All determinations of interest by the Calculation Agent will calculate the Interest Rate applicable to each Class of Floating Rate Notes during the related Interest Accrual Period and the Note Interest Amount (in each caseshall, 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 Trustee, each Paying Agent, the Collateral Manager, DTC, Euroclear and Clearstream. The Calculation Agent will also specify to the Issuer the quotations upon which the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer before 5:00 p.m. (New York time) on every Interest Determination Date if it has not determined and is not in the process of determining any such Interest Rate or Note Interest Amount together with its reasons therefor. The Calculation Agent’s determination of the foregoing rates and amounts for any Interest Accrual Period will (in the absence of manifest error) errors, be final conclusive for all purposes and binding on the Holders of the applicable Notes. (f) The Issuer shall pay the compensation of each Calculation Agent at such rates as shall be agreed upon in writing by the Issuer 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 Issuer shall reasonably require. (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 Issuer and the Indenture Trustee (unless the Indenture Trustee is such Calculation Agent) of such intention on it part, specifying the date on which its resignation shall become effective. Except as provided below, the Issuer 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 Issuer as hereinafter provided 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 Issuer agrees with each Calculation Agent that if, by the day falling 10 days before the expiration of any notice given pursuant to this Section 4.6(g), the Issuer has not appointed a replacement Calculation Agent, then the Calculation Agent shall be entitled, on behalf of the Issuer, to appoint in its place a reputable financial institution of good standing reasonably acceptable to the Issuer 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 4.6(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 4.6(f) hereof 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 any applicable series of 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 Issuer 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 hereunder. (i) Any successor Calculation Agent appointed hereunder shall execute and deliver to its predecessor, the Issuer and the Indenture Trustee (unless the Indenture Trustee is such Calculation Agent) a reasonably acceptable 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 a Calculation Agent hereunder, and such predecessor, upon payment of any amounts due pursuant to Section 4.6(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 this Indenture without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. At least 30 days' prior notice of any such merger, conversion or consolidation shall be given to the Issuer and the Indenture Trustee (unless the Indenture Trustee is such Calculation Agent).