Common use of Decisions and Determinations Clause in Contracts

Decisions and Determinations. Any determination, decision or election that may be made by the Administrator pursuant to this Section 2.16, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, shall be conclusive and binding absent manifest error, may be made in the Administrator’s sole discretion, and, notwithstanding anything to the contrary in the Transaction Documents, shall become effective without consent from any other party or Noteholder and shall not be subject to any of the amendment provisions of the Transaction Documents (including, without limitation, the provisions under Article IX). None of the Issuer, the Owner Trustee, the Indenture Trustee, the Note Paying Agent, the Administrator, the Sponsor, the Depositor or the Servicer shall have any liability for any determination made by or on behalf of the Administrator in connection with a Benchmark Transition Event or a Benchmark Replacement as set forth above, and each Noteholder, by its acceptance of a Note or a beneficial interest in a Note, shall be deemed to waive and release any and all claims against the Issuer, the Owner Trustee, the Indenture Trustee, the Note Paying Agent, the Administrator, the Sponsor, the Depositor or the Servicer relating to any such determinations. Notwithstanding anything in the Transaction Documents to the contrary, upon the delivery of notice to a Responsible Person of the Indenture Trustee and inclusion in a Monthly Investor Report of the information set forth in clauses (i) and (ii) of Section 3.5(a)(iii) in the Transfer and Servicing Agreement, the relevant Transaction Documents shall be deemed to have been amended to reflect the new Unadjusted Benchmark Replacement, Benchmark Replacement Adjustment and/or Benchmark Replacement Conforming Changes without further compliance with the amendment provisions of the relevant Transaction Documents. Neither the Indenture Trustee nor the Owner Trustee will have any liability or obligation with respect to any determination by the Administrator that a Benchmark Transition Event has occurred or the selection of any replacement index.

Decisions and Determinations. Any determination, decision or election that may be made by the Administrator pursuant to this Section 2.162.13, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, shall be conclusive and binding absent manifest error, may be made in the Administrator’s sole discretion, and, notwithstanding anything to the contrary in the Transaction Basic Documents, shall become effective without consent from any other party or Noteholder and shall not be subject to any of the amendment provisions of the Transaction Basic Documents (including, without limitation, the provisions under Article IX). None of the Issuer, the Owner Eligible Lender Trustee, the Delaware Trustee, the Indenture Trustee, the Note Paying Agent, the Administrator, the Sponsor, the Depositor or the Servicer shall have any liability for any determination made by or on behalf of the Administrator in connection with a Benchmark Transition Event or a Benchmark Replacement as set forth above, and each Noteholder, by its acceptance of a Note or a beneficial interest in a Note, shall be deemed to waive and release any and all claims against the Issuer, the Owner Eligible Lender Trustee, the Delaware Trustee, the Indenture Trustee, the Note Paying Agent, the Administrator, the Sponsor, the Depositor or the Servicer relating to any such determinations. Notwithstanding anything in the Transaction Basic Documents to the contrary, upon the delivery of notice to a Responsible Person of the Indenture Trustee and inclusion in a Monthly Investor Report monthly distribution statement of the information set forth in clauses (iii) and or (iiiii) of Section 3.5(a)(iii) in the Transfer and Servicing Agreement2.13(d), the relevant Transaction Basic Documents shall be deemed to have been amended to reflect the new Unadjusted Benchmark Replacement, Benchmark Replacement Adjustment and/or Benchmark Replacement Conforming Changes without further compliance with the amendment provisions of the relevant Transaction Basic Documents. Neither the Indenture Trustee nor the Owner Trustee will have any liability or obligation with respect to any determination by the Administrator that a Benchmark Transition Event has occurred or the selection of any replacement index.

Decisions and Determinations. (i) Any determination, decision or election that may be made by the Administrator pursuant to this Section 2.162.16 in connection with a Benchmark Transition Event, a Benchmark Replacement Conforming Change or a Benchmark Replacement as described above, including any determination with respect to administrative feasibility (whether due to technical, administrative or operational issues), a tenor, rate or rate, an adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, shall will be conclusive and binding absent manifest error, may be made in the Administrator’s sole discretiondiscretion as set forth in Section 9.1(a), and, notwithstanding anything to the contrary in the Transaction Documents or the Series 2022-7 Series Related Documents, shall become effective without consent from any other party or Noteholder Noteholder, as set forth in Section 9.1. The Noteholders of the Class A-1-b Notes will not have any right to approve or disapprove of these changes and shall not will be subject deemed to have agreed to waive and release any and all claims relating to any of the amendment provisions of the Transaction Documents (including, without limitation, the provisions under Article IX)such determinations. None of the IssuerTrust, the Owner Trustee, the Master Collateral Agent, the Indenture Trustee, the Note Paying Agent, the Note Registrar, the Asset Representations Reviewer, the Administrator, the Sponsor, the Depositor Depositor, the Originators, the Parent Support Provider or the Servicer shall have any liability for any determination made action or inaction taken or refrained from being taken by it with respect to any Benchmark, Benchmark Transition Event, Benchmark Replacement Date, Benchmark Replacement, Unadjusted Benchmark Replacement, Benchmark Replacement Adjustment, Benchmark Replacement Conforming Changes or on behalf of the Administrator any other matters related to or arising in connection with a Benchmark Transition Event or a Benchmark Replacement as set forth abovethe foregoing, and each NoteholderNoteholder and Note Owner, by its acceptance of a Note or a beneficial interest in a Note, shall be deemed to waive and release any and all claims against the IssuerTrust, the Owner Trustee, the Master Collateral Agent, the Indenture Trustee, the Note Paying Agent, the Note Registrar, the Asset Representations Reviewer, the Administrator, the Sponsor, the Depositor Depositor, the Originators, the Parent Support Provider or the Servicer relating to any such determinations. Notwithstanding anything in the Transaction Documents to the contrary, upon the delivery of notice to a Responsible Person of the Indenture Trustee and inclusion in a Monthly Investor Report of the information set forth in clauses (i) and (ii) of Section 3.5(a)(iii) in the Transfer and Servicing Agreement, the relevant Transaction Documents shall be deemed to have been amended to reflect the new Unadjusted Benchmark Replacement, Benchmark Replacement Adjustment and/or Benchmark Replacement Conforming Changes without further compliance with the amendment provisions of the relevant Transaction Documents. Neither the Indenture Trustee nor the Owner Trustee will have any liability or obligation with respect to any determination by the Administrator that a Benchmark Transition Event has occurred or the selection of any replacement index.

Decisions and Determinations. (i) Any determination, decision or election that may be made by the Administrator pursuant to this Section 2.162.16 in connection with a Benchmark Transition Event, a Benchmark Replacement Conforming Change or a Benchmark Replacement as described above, including any determination with respect to administrative feasibility (whether due to technical, administrative or operational issues), a tenor, rate or rate, an adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, shall will be conclusive and binding absent manifest error, may be made in the Administrator’s sole discretiondiscretion as set forth in Section 9.1(a), and, notwithstanding anything to the contrary in the Transaction Documents or the Series [_]-[_] Series Related Documents, shall become effective without consent from any other party or Noteholder Noteholder, as set forth in Section 9.1. The Noteholders of the Class A-1b Notes will not have any right to approve or disapprove of these changes and shall not will be subject deemed to have agreed to waive and release any and all claims relating to any of the amendment provisions of the Transaction Documents (including, without limitation, the provisions under Article IX)such determinations. None of the IssuerTrust, the Owner Trustee, the Master Collateral Agent, the Indenture Trustee, the Note Paying Agent, the Note Registrar, the Asset Representations Reviewer, the Administrator, the Sponsor, the Depositor Depositor, the Originators, the Parent Support Provider or the Servicer shall have any liability for any determination made action or inaction taken or refrained from being taken by it with respect to any Benchmark, Benchmark Transition Event, Benchmark Replacement Date, Benchmark Replacement, Unadjusted Benchmark Replacement, Benchmark Replacement Adjustment, Benchmark Replacement Conforming Changes or on behalf of the Administrator any other matters related to or arising in connection with a Benchmark Transition Event or a Benchmark Replacement as set forth abovethe foregoing, and each NoteholderNoteholder and Note Owner, by its acceptance of a Note or a beneficial interest in a Note, shall be deemed to waive and release any and all claims against the IssuerTrust, the Owner Trustee, the Master Collateral Agent, the Indenture Trustee, the Note Paying Agent, the Note Registrar, the Asset Representations Reviewer, the Administrator, the Sponsor, the Depositor Depositor, the Originators, the Parent Support Provider or the Servicer relating to any such determinations. Notwithstanding anything in the Transaction Documents to the contrary, upon the delivery of notice to a Responsible Person of the Indenture Trustee and inclusion in a Monthly Investor Report of the information set forth in clauses (i) and (ii) of Section 3.5(a)(iii) in the Transfer and Servicing Agreement, the relevant Transaction Documents shall be deemed to have been amended to reflect the new Unadjusted Benchmark Replacement, Benchmark Replacement Adjustment and/or Benchmark Replacement Conforming Changes without further compliance with the amendment provisions of the relevant Transaction Documents. Neither the Indenture Trustee nor the Owner Trustee will have any liability or obligation with respect to any determination by the Administrator that a Benchmark Transition Event has occurred or the selection of any replacement index.

Decisions and Determinations. (i) Any determination, decision or election that may be made by the Administrator pursuant to this Section 2.162.16 in connection with a Benchmark Transition Event, a Benchmark Replacement Conforming Change or a Benchmark Replacement as described above, including any determination with respect to administrative feasibility (whether due to technical, administrative or operational issues), a tenor, rate or rate, an adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, shall will be conclusive and binding absent manifest error, may be made in the Administrator’s sole discretiondiscretion as set forth in Section 9.1(a), and, notwithstanding anything to the contrary in the Transaction Documents or the Series 2024-3 Series Related Documents, shall become effective without consent from any other party or Noteholder Noteholder, as set forth in Section 9.1. The Noteholders of the Class A-1b Notes will not have any right to approve or disapprove of these changes and shall not will be subject deemed to have agreed to waive and release any and all claims relating to any of the amendment provisions of the Transaction Documents (including, without limitation, the provisions under Article IX)such determinations. None of the IssuerTrust, the Owner Trustee, the Master Collateral Agent, the Indenture Trustee, the Note Paying Agent, the Note Registrar, the Asset Representations Reviewer, the Administrator, the Sponsor, the Depositor Depositor, the Originators, the Parent Support Provider or the Servicer shall have any liability for any determination made action or inaction taken or refrained from being taken by it with respect to any Benchmark, Benchmark Transition Event, Benchmark Replacement Date, Benchmark Replacement, Unadjusted Benchmark Replacement, Benchmark Replacement Adjustment, Benchmark Replacement Conforming Changes or on behalf of the Administrator any other matters related to or arising in connection with a Benchmark Transition Event or a Benchmark Replacement as set forth abovethe foregoing, and each NoteholderNoteholder and Note Owner, by its acceptance of a Note or a beneficial interest in a Note, shall be deemed to waive and release any and all claims against the IssuerTrust, the Owner Trustee, the Master Collateral Agent, the Indenture Trustee, the Note Paying Agent, the Note Registrar, the Asset Representations Reviewer, the Administrator, the Sponsor, the Depositor Depositor, the Originators, the Parent Support Provider or the Servicer relating to any such determinations. Notwithstanding anything in the Transaction Documents to the contrary, upon the delivery of notice to a Responsible Person of the Indenture Trustee and inclusion in a Monthly Investor Report of the information set forth in clauses (i) and (ii) of Section 3.5(a)(iii) in the Transfer and Servicing Agreement, the relevant Transaction Documents shall be deemed to have been amended to reflect the new Unadjusted Benchmark Replacement, Benchmark Replacement Adjustment and/or Benchmark Replacement Conforming Changes without further compliance with the amendment provisions of the relevant Transaction Documents. Neither the Indenture Trustee nor the Owner Trustee will have any liability or obligation with respect to any determination by the Administrator that a Benchmark Transition Event has occurred or the selection of any replacement index.

Decisions and Determinations. (i) Any determination, decision or election that may be made by the Administrator pursuant to this Section 2.162.16 in connection with a Benchmark Transition Event, a Benchmark Replacement Conforming Change or a Benchmark Replacement as described above, including any determination with respect to administrative feasibility (whether due to technical, administrative or operational issues), a tenor, rate or rate, an adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, shall will be conclusive and binding absent manifest error, may be made in the Administrator’s sole discretiondiscretion as set forth in Section 9.1(a), and, notwithstanding anything to the contrary in the Transaction Documents or the Series 2023-5 Series Related Documents, shall become effective without consent from any other party or Noteholder Noteholder, as set forth in Section 9.1. The Noteholders of the Class A-1-b Notes will not have any right to approve or disapprove of these changes and shall not will be subject deemed to have agreed to waive and release any and all claims relating to any of the amendment provisions of the Transaction Documents (including, without limitation, the provisions under Article IX)such determinations. None of the IssuerTrust, the Owner Trustee, the Master Collateral Agent, the Indenture Trustee, the Note Paying Agent, the Note Registrar, the Asset Representations Reviewer, the Administrator, the Sponsor, the Depositor Depositor, the Originators, the Parent Support Provider or the Servicer shall have any liability for any determination made action or inaction taken or refrained from being taken by it with respect to any Benchmark, Benchmark Transition Event, Benchmark Replacement Date, Benchmark Replacement, Unadjusted Benchmark Replacement, Benchmark Replacement Adjustment, Benchmark Replacement Conforming Changes or on behalf of the Administrator any other matters related to or arising in connection with a Benchmark Transition Event or a Benchmark Replacement as set forth abovethe foregoing, and each NoteholderNoteholder and Note Owner, by its acceptance of a Note or a beneficial interest in a Note, shall be deemed to waive and release any and all claims against the IssuerTrust, the Owner Trustee, the Master Collateral Agent, the Indenture Trustee, the Note Paying Agent, the Note Registrar, the Asset Representations Reviewer, the Administrator, the Sponsor, the Depositor Depositor, the Originators, the Parent Support Provider or the Servicer relating to any such determinations. Notwithstanding anything in the Transaction Documents to the contrary, upon the delivery of notice to a Responsible Person of the Indenture Trustee and inclusion in a Monthly Investor Report of the information set forth in clauses (i) and (ii) of Section 3.5(a)(iii) in the Transfer and Servicing Agreement, the relevant Transaction Documents shall be deemed to have been amended to reflect the new Unadjusted Benchmark Replacement, Benchmark Replacement Adjustment and/or Benchmark Replacement Conforming Changes without further compliance with the amendment provisions of the relevant Transaction Documents. Neither the Indenture Trustee nor the Owner Trustee will have any liability or obligation with respect to any determination by the Administrator that a Benchmark Transition Event has occurred or the selection of any replacement index.

Decisions and Determinations. (i) Any determination, decision or election that may be made by the Administrator pursuant to this Section 2.162.16 in connection with a Benchmark Transition Event, a Benchmark Replacement Conforming Change or a Benchmark Replacement as described above, including any determination with respect to administrative feasibility (whether due to technical, administrative or operational issues), a tenor, rate or rate, an adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, shall will be conclusive and binding absent manifest error, may be made in the Administrator’s sole discretiondiscretion as set forth in Section 9.1(a), and, notwithstanding anything to the contrary in the Transaction Documents or the Series 2024-4 Series Related Documents, shall become effective without consent from any other party or Noteholder Noteholder, as set forth in Section 9.1. The Noteholders of the Class A-1b Notes will not have any right to approve or disapprove of these changes and shall not will be subject deemed to have agreed to waive and release any and all claims relating to any of the amendment provisions of the Transaction Documents (including, without limitation, the provisions under Article IX)such determinations. None of the IssuerTrust, the Owner Trustee, the Master Collateral Agent, the Indenture Trustee, the Note Paying Agent, the Note Registrar, the Asset Representations Reviewer, the Administrator, the Sponsor, the Depositor Depositor, the Originators, the Parent Support Provider or the Servicer shall have any liability for any determination made action or inaction taken or refrained from being taken by it with respect to any Benchmark, Benchmark Transition Event, Benchmark Replacement Date, Benchmark Replacement, Unadjusted Benchmark Replacement, Benchmark Replacement Adjustment, Benchmark Replacement Conforming Changes or on behalf of the Administrator any other matters related to or arising in connection with a Benchmark Transition Event or a Benchmark Replacement as set forth abovethe foregoing, and each NoteholderNoteholder and Note Owner, by its acceptance of a Note or a beneficial interest in a Note, shall be deemed to waive and release any and all claims against the IssuerTrust, the Owner Trustee, the Master Collateral Agent, the Indenture Trustee, the Note Paying Agent, the Note Registrar, the Asset Representations Reviewer, the Administrator, the Sponsor, the Depositor Depositor, the Originators, the Parent Support Provider or the Servicer relating to any such determinations. Notwithstanding anything in the Transaction Documents to the contrary, upon the delivery of notice to a Responsible Person of the Indenture Trustee and inclusion in a Monthly Investor Report of the information set forth in clauses (i) and (ii) of Section 3.5(a)(iii) in the Transfer and Servicing Agreement, the relevant Transaction Documents shall be deemed to have been amended to reflect the new Unadjusted Benchmark Replacement, Benchmark Replacement Adjustment and/or Benchmark Replacement Conforming Changes without further compliance with the amendment provisions of the relevant Transaction Documents. Neither the Indenture Trustee nor the Owner Trustee will have any liability or obligation with respect to any determination by the Administrator that a Benchmark Transition Event has occurred or the selection of any replacement index.

Decisions and Determinations. Any determination, decision or election that may be made by the Administrator Company or its designee pursuant to this Section 2.16the benchmark replacement provisions described herein, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, shall : will be conclusive and binding absent manifest error; if made by the Company, may will be made in the Administrator’s its sole discretion; if made by the Company’s designee, andwill be made after consultation with the Company, and such designee will not make any such determination, decision or election to which the Company objects; and notwithstanding anything to the contrary in the Transaction Documentsthis Indenture, shall become effective without consent from the Holders of the Notes or any other party party. Any determination, decision or Noteholder and election pursuant to the benchmark replacement provisions shall be made by the Company or the Company’s designee (which may be an affiliate of the Company but in no event shall be the initial Calculation Agent, the Trustee or the initial Paying Agent) on the basis as described above. The Calculation Agent shall not be subject liable for refusing or failing to make any such determination, decision or election. The Company shall communicate such determinations, decisions or elections to the Trustee and the Calculation Agent pursuant to an Officer’s Certificate (upon which the Trustee and Calculation Agent shall be entitled to conclusively rely) and to the Holders by written notice, and, if necessary, the Company and the Trustee shall enter into a supplemental indenture, without consent from the Holders of the amendment provisions of the Transaction Documents (includingNotes or any other party, without limitation, the provisions under Article IX). None of the Issuer, the Owner Trustee, the Indenture Trustee, the Note Paying Agent, the Administrator, the Sponsor, the Depositor or the Servicer shall have any liability for any determination made by or on behalf of the Administrator in connection with a Benchmark Transition Event or a Benchmark Replacement as set forth above, and each Noteholder, by its acceptance of a Note or a beneficial interest in a Note, shall be deemed necessary to waive and release any and all claims against the Issuer, the Owner Trustee, the Indenture Trustee, the Note Paying Agent, the Administrator, the Sponsor, the Depositor or the Servicer relating to any such determinations. Notwithstanding anything in the Transaction Documents to the contrary, upon the delivery of notice to a Responsible Person of the Indenture Trustee and inclusion in a Monthly Investor Report of the information set forth in clauses (i) and (ii) of Section 3.5(a)(iii) in the Transfer and Servicing Agreement, the relevant Transaction Documents shall be deemed to have been amended to reflect the new Unadjusted Benchmark Replacement, Benchmark Replacement Adjustment and/or effectuate Benchmark Replacement Conforming Changes without further compliance with Changes; provided that, the amendment provisions of Trustee shall not be obligated to enter into any such supplemental indenture that the relevant Transaction Documents. Neither the Indenture Trustee nor the Owner Trustee will have any liability or obligation with respect to any determination by the Administrator that a Benchmark Transition Event has occurred or the selection of any replacement indexCalculation Agent determines would not be administratively feasible or that the Trustee or the Calculation Agent determines might expose it to liability.

Decisions and Determinations. Any determination, decision or election that may be made by the Administrator Company (or its Designee) pursuant to this Section 2.16paragraph, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, shall will be conclusive and binding absent manifest error, may will be made in the Administrator’s Company's (or its Designee's) sole discretion, and, notwithstanding anything to the contrary in any documentation relating to the Transaction DocumentsBonds of this Series, shall become effective without consent from the holders of the Bonds of this Series or any other party party. For the avoidance of doubt, neither the Trustee nor the Calculation Agent will have any obligation (w) to monitor, determine or Noteholder and shall not be subject verify the unavailability or cessation of SOFR, the SOFR Index or any applicable Benchmark, or whether or when there has occurred, or to give notice to any other transaction party of the amendment provisions of the Transaction Documents (includingoccurrence of, without limitation, the provisions under Article IX). None of the Issuer, the Owner Trustee, the Indenture Trustee, the Note Paying Agent, the Administrator, the Sponsor, the Depositor or the Servicer shall have any liability for any determination made by or on behalf of the Administrator in connection with a Benchmark Transition Event or a related Benchmark Replacement as set forth aboveDate, and each Noteholder(x) to select, by its acceptance of a Note determine or a beneficial interest in a Note, shall be deemed to waive and release designate any and all claims against the Issuer, the Owner Trustee, the Indenture Trustee, the Note Paying Agent, the Administrator, the Sponsor, the Depositor or the Servicer relating to any such determinations. Notwithstanding anything in the Transaction Documents to the contrary, upon the delivery of notice to a Responsible Person of the Indenture Trustee and inclusion in a Monthly Investor Report of the information set forth in clauses (i) and (ii) of Section 3.5(a)(iii) in the Transfer and Servicing Agreement, the relevant Transaction Documents shall be deemed to have been amended to reflect the new Unadjusted Benchmark Replacementalternative method, Benchmark Replacement Adjustment and/or or alternative index, or other successor or replacement alternative index, or whether any conditions to the designation of such a rate or index have been satisfied, (y) to select, determine or designate any Benchmark Replacement Adjustment, or other modifier to any replacement or successor index, or (z) to determine whether or what Benchmark Replacement Conforming Changes without further compliance with the amendment provisions of the relevant Transaction Documents. Neither the Indenture Trustee nor the Owner Trustee will have any liability or obligation with respect to such alternative method, Benchmark Replacement or alternative index are necessary or advisable, if any, in connection with any determination by of the Administrator that a Benchmark Transition Event has occurred foregoing. Additional provisions of this bond are set forth on the reverse hereof and such provisions shall for all purposes have the same effect as though fully set forth at this place. This bond shall not become valid or obligatory for any purpose until The Bank of New York Mellon, or its successor as Trustee under the selection Mortgage, shall have signed the certificate of any replacement indexauthentication endorsed hereon.

Decisions and Determinations. (i) Any determination, decision or election that may be made by the Administrator pursuant to this Section 2.162.16 in connection with a Benchmark Transition Event, a Benchmark Replacement Conforming Change or a Benchmark Replacement as described above, including any determination with respect to administrative feasibility (whether due to technical, administrative or operational issues), a tenor, rate or rate, an adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, shall will be conclusive and binding absent manifest error, may be made in the Administrator’s sole discretiondiscretion as set forth in Section 9.1(a), and, notwithstanding anything to the contrary in the Transaction Documents or the Series 2024-1 Series Related Documents, shall become effective without consent from any other party or Noteholder Noteholder, as set forth in Section 9.1. The Noteholders of the Class A-1b Notes will not have any right to approve or disapprove of these changes and shall not will be subject deemed to have agreed to waive and release any and all claims relating to any of the amendment provisions of the Transaction Documents (including, without limitation, the provisions under Article IX)such determinations. None of the IssuerTrust, the Owner Trustee, the Master Collateral Agent, the Indenture Trustee, the Note Paying Agent, the Note Registrar, the Asset Representations Reviewer, the Administrator, the Sponsor, the Depositor Depositor, the Originators, the Parent Support Provider or the Servicer shall have any liability for any determination made action or inaction taken or refrained from being taken by it with respect to any Benchmark, Benchmark Transition Event, Benchmark Replacement Date, Benchmark Replacement, Unadjusted Benchmark Replacement, Benchmark Replacement Adjustment, Benchmark Replacement Conforming Changes or on behalf of the Administrator any other matters related to or arising in connection with a Benchmark Transition Event or a Benchmark Replacement as set forth abovethe foregoing, and each NoteholderNoteholder and Note Owner, by its acceptance of a Note or a beneficial interest in a Note, shall be deemed to waive and release any and all claims against the IssuerTrust, the Owner Trustee, the Master Collateral Agent, the Indenture Trustee, the Note Paying Agent, the Note Registrar, the Asset Representations Reviewer, the Administrator, the Sponsor, the Depositor Depositor, the Originators, the Parent Support Provider or the Servicer relating to any such determinations. Notwithstanding anything in the Transaction Documents to the contrary, upon the delivery of notice to a Responsible Person of the Indenture Trustee and inclusion in a Monthly Investor Report of the information set forth in clauses (i) and (ii) of Section 3.5(a)(iii) in the Transfer and Servicing Agreement, the relevant Transaction Documents shall be deemed to have been amended to reflect the new Unadjusted Benchmark Replacement, Benchmark Replacement Adjustment and/or Benchmark Replacement Conforming Changes without further compliance with the amendment provisions of the relevant Transaction Documents. Neither the Indenture Trustee nor the Owner Trustee will have any liability or obligation with respect to any determination by the Administrator that a Benchmark Transition Event has occurred or the selection of any replacement index.

Decisions and Determinations. (i) Any determination, decision or election that may be made by the Administrator pursuant to this Section 2.162.16 in connection with a Benchmark Transition Event, a Benchmark Replacement Conforming Change or a Benchmark Replacement as described above, including any determination with respect to administrative feasibility (whether due to technical, administrative or operational issues), a tenor, rate or rate, an adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, shall will be conclusive and binding absent manifest error, may be made in the Administrator’s sole discretiondiscretion as set forth in Section 9.1(a), and, notwithstanding anything to the contrary in the Transaction Documents or the Series 2023-4 Series Related Documents, shall become effective without consent from any other party or Noteholder Noteholder, as set forth in Section 9.1. The Noteholders of the Class A-1-b Notes will not have any right to approve or disapprove of these changes and shall not will be subject deemed to have agreed to waive and release any and all claims relating to any of the amendment provisions of the Transaction Documents (including, without limitation, the provisions under Article IX)such determinations. None of the IssuerTrust, the Owner Trustee, the Master Collateral Agent, the Indenture Trustee, the Note Paying Agent, the Note Registrar, the Asset Representations Reviewer, the Administrator, the Sponsor, the Depositor Depositor, the Originators, the Parent Support Provider or the Servicer shall have any liability for any determination made action or inaction taken or refrained from being taken by it with respect to any Benchmark, Benchmark Transition Event, Benchmark Replacement Date, Benchmark Replacement, Unadjusted Benchmark Replacement, Benchmark Replacement Adjustment, Benchmark Replacement Conforming Changes or on behalf of the Administrator any other matters related to or arising in connection with a Benchmark Transition Event or a Benchmark Replacement as set forth abovethe foregoing, and each NoteholderNoteholder and Note Owner, by its acceptance of a Note or a beneficial interest in a Note, shall be deemed to waive and release any and all claims against the IssuerTrust, the Owner Trustee, the Master Collateral Agent, the Indenture Trustee, the Note Paying Agent, the Note Registrar, the Asset Representations Reviewer, the Administrator, the Sponsor, the Depositor Depositor, the Originators, the Parent Support Provider or the Servicer relating to any such determinations. Notwithstanding anything in the Transaction Documents to the contrary, upon the delivery of notice to a Responsible Person of the Indenture Trustee and inclusion in a Monthly Investor Report of the information set forth in clauses (i) and (ii) of Section 3.5(a)(iii) in the Transfer and Servicing Agreement, the relevant Transaction Documents shall be deemed to have been amended to reflect the new Unadjusted Benchmark Replacement, Benchmark Replacement Adjustment and/or Benchmark Replacement Conforming Changes without further compliance with the amendment provisions of the relevant Transaction Documents. Neither the Indenture Trustee nor the Owner Trustee will have any liability or obligation with respect to any determination by the Administrator that a Benchmark Transition Event has occurred or the selection of any replacement index.

Decisions and Determinations. (i) Any determination, decision or election that may be made by the Administrator pursuant to this Section 2.162.16 in connection with a Benchmark Transition Event, a Benchmark Replacement Conforming Change or a Benchmark Replacement as described above, including any determination with respect to administrative feasibility (whether due to technical, administrative or operational issues), a tenor, rate or rate, an adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, shall will be conclusive and binding absent manifest error, may be made in the Administrator’s sole discretiondiscretion as set forth in Section 9.1(a), and, notwithstanding anything to the contrary in the Transaction Documents or the Series 2023-7 Series Related Documents, shall become effective without consent from any other party or Noteholder Noteholder, as set forth in Section 9.1. The Noteholders of the Class A-1b Notes will not have any right to approve or disapprove of these changes and shall not will be subject deemed to have agreed to waive and release any and all claims relating to any of the amendment provisions of the Transaction Documents (including, without limitation, the provisions under Article IX)such determinations. None of the IssuerTrust, the Owner Trustee, the Master Collateral Agent, the Indenture Trustee, the Note Paying Agent, the Note Registrar, the Asset Representations Reviewer, the Administrator, the Sponsor, the Depositor Depositor, the Originators, the Parent Support Provider or the Servicer shall have any liability for any determination made action or inaction taken or refrained from being taken by it with respect to any Benchmark, Benchmark Transition Event, Benchmark Replacement Date, Benchmark Replacement, Unadjusted Benchmark Replacement, Benchmark Replacement Adjustment, Benchmark Replacement Conforming Changes or on behalf of the Administrator any other matters related to or arising in connection with a Benchmark Transition Event or a Benchmark Replacement as set forth abovethe foregoing, and each NoteholderNoteholder and Note Owner, by its acceptance of a Note or a beneficial interest in a Note, shall be deemed to waive and release any and all claims against the IssuerTrust, the Owner Trustee, the Master Collateral Agent, the Indenture Trustee, the Note Paying Agent, the Note Registrar, the Asset Representations Reviewer, the Administrator, the Sponsor, the Depositor Depositor, the Originators, the Parent Support Provider or the Servicer relating to any such determinations. Notwithstanding anything in the Transaction Documents to the contrary, upon the delivery of notice to a Responsible Person of the Indenture Trustee and inclusion in a Monthly Investor Report of the information set forth in clauses (i) and (ii) of Section 3.5(a)(iii) in the Transfer and Servicing Agreement, the relevant Transaction Documents shall be deemed to have been amended to reflect the new Unadjusted Benchmark Replacement, Benchmark Replacement Adjustment and/or Benchmark Replacement Conforming Changes without further compliance with the amendment provisions of the relevant Transaction Documents. Neither the Indenture Trustee nor the Owner Trustee will have any liability or obligation with respect to any determination by the Administrator that a Benchmark Transition Event has occurred or the selection of any replacement index.

Decisions and Determinations. Any determination, decision or election that may be made by the Administrator pursuant to this Section 2.16, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, shall be conclusive and binding absent manifest error, may be made in the Administrator’s sole discretion, and, notwithstanding anything to the contrary in the Transaction Documents or the Series [_]-[_] Series Related Documents, shall become effective without consent from any other party or Noteholder and shall not be subject to any of the amendment provisions of the Transaction Documents or the Series [_]-[_] Series Related Documents (including, without limitation, the provisions under Article IX). None of the IssuerTrust, the Owner Trustee, the Indenture Trustee, the Note Paying Agent, the Note Registrar, the Master Collateral Agent, the Administrator, the Sponsor, the Depositor or the Servicer shall have any liability for any determination made by or on behalf of the Administrator in connection with a Benchmark Transition Event or a Benchmark Replacement as set forth above, and each Noteholder, by its acceptance of a Note or a beneficial interest in a Note, shall be deemed to waive and release any and all claims against the IssuerTrust, the Owner Trustee, the Indenture Trustee, the Note Paying Agent, the Note Registrar, the Master Collateral Agent, the Administrator, the Sponsor, the Depositor or the Servicer relating to any such determinations. Notwithstanding anything in the Transaction Documents or any Series [_]-[_] Series Related Document to the contrary, upon the delivery of notice to a Responsible Person of the Indenture Trustee and inclusion in a Monthly Investor Report of the information set forth in clauses (i) and (ii) of Section 3.5(a)(iii) in the Transfer and Servicing Agreement, the relevant Transaction Documents (with respect to Series [_]-[_]) and the Series [_]-[_] Series Related Documents shall be deemed to have been amended to reflect the new Unadjusted Benchmark Replacement, Benchmark Replacement Adjustment and/or Benchmark Replacement Conforming Changes without further compliance with the amendment provisions of the relevant Transaction Documents or the Series [_]-[_] Series Related Documents. Neither None of the Indenture Trustee nor Trustee, the Note Paying Agent, the Note Registrar, the Master Collateral Agent or the Owner Trustee will have any liability or obligation with respect to any determination by the Administrator that a Benchmark Transition Event has occurred or the selection of any replacement index.]

Decisions and Determinations. (i) Any determination, decision or election that may be made by the Administrator pursuant to this Section 2.162.16 in connection with a Benchmark Transition Event, a Benchmark Replacement Conforming Change or a Benchmark Replacement as described above, including any determination with respect to administrative feasibility (whether due to technical, administrative or operational issues), a tenor, rate or rate, an adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, shall will be conclusive and binding absent manifest error, may be made in the Administrator’s sole discretiondiscretion as set forth in Section 9.1(a), and, notwithstanding anything to the contrary in the Transaction Documents or the Series 2022-5 Series Related Documents, shall become effective without consent from any other party or Noteholder Noteholder, as set forth in Section 9.1. The Noteholders of the Class A-1-b Notes will not have any right to approve or disapprove of these changes and shall not will be subject deemed to have agreed to waive and release any and all claims relating to any of the amendment provisions of the Transaction Documents (including, without limitation, the provisions under Article IX)such determinations. None of the IssuerTrust, the Owner Trustee, the Master Collateral Agent, the Indenture Trustee, the Note Paying Agent, the Note Registrar, the Asset Representations Reviewer, the Administrator, the Sponsor, the Depositor Depositor, the Originators, the Parent Support Provider or the Servicer shall have any liability for any determination made action or inaction taken or refrained from being taken by it with respect to any Benchmark, Benchmark Transition Event, Benchmark Replacement Date, Benchmark Replacement, Unadjusted Benchmark Replacement, Benchmark Replacement Adjustment, Benchmark Replacement Conforming Changes or on behalf of the Administrator any other matters related to or arising in connection with a Benchmark Transition Event or a Benchmark Replacement as set forth abovethe foregoing, and each NoteholderNoteholder and Note Owner, by its acceptance of a Note or a beneficial interest in a Note, shall be deemed to waive and release any and all claims against the IssuerTrust, the Owner Trustee, the Master Collateral Agent, the Indenture Trustee, the Note Paying Agent, the Note Registrar, the Asset Representations Reviewer, the Administrator, the Sponsor, the Depositor Depositor, the Originators, the Parent Support Provider or the Servicer relating to any such determinations. Notwithstanding anything in the Transaction Documents to the contrary, upon the delivery of notice to a Responsible Person of the Indenture Trustee and inclusion in a Monthly Investor Report of the information set forth in clauses (i) and (ii) of Section 3.5(a)(iii) in the Transfer and Servicing Agreement, the relevant Transaction Documents shall be deemed to have been amended to reflect the new Unadjusted Benchmark Replacement, Benchmark Replacement Adjustment and/or Benchmark Replacement Conforming Changes without further compliance with the amendment provisions of the relevant Transaction Documents. Neither the Indenture Trustee nor the Owner Trustee will have any liability or obligation with respect to any determination by the Administrator that a Benchmark Transition Event has occurred or the selection of any replacement index.

Decisions and Determinations. Any determination, decision or election that may be made by the Administrator Company or its designee pursuant to this Section 2.16the benchmark replacement provisions described herein, including any determination with respect to a tenor, rate or adjustment adjustment, or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, shall : • will be conclusive and binding absent manifest error; • if made by the Company, may will be made in the AdministratorCompany’s sole discretion; • if made by the Company’s designee, andwill be made after consultation with the Company, and such designee will not make any such determination, decision or election to which the Company objects; and • notwithstanding anything to the contrary in the Transaction DocumentsIndenture or this Security, shall become effective without consent from the Holders of this Security or any other party party. Any determination, decision or Noteholder and election pursuant to the benchmark replacement provisions shall not be subject to any made by the Company or its designee (which may be an affiliate of the amendment provisions of Company) on the Transaction Documents (includingbasis as described above, without limitationand in no event shall the Calculation Agent be responsible for making any such determination, the provisions under Article IX)decision or election. None of the Issuer, the Owner Trustee, the Indenture Trustee, the Note Paying Agent, Registrar or Calculation Agent shall be under any obligation (i) to monitor, determine or verify the Administrator, the Sponsor, the Depositor unavailability or cessation of SOFR or the Servicer SOFR Index, or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of, any Benchmark Transition Event or related Benchmark Replacement Date, (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. In connection with the foregoing, each of the Trustee, Paying Agent, Registrar and Calculation Agent shall be entitled to conclusively rely on any determinations made by the Company or its designee without independent investigation, and none will have any liability for any determination made by or on behalf actions taken at the direction of the Administrator Company in connection with a Benchmark Transition Event or a Benchmark Replacement as set forth above, and each Noteholder, by its acceptance therewith. None of a Note or a beneficial interest in a Note, shall be deemed to waive and release any and all claims against the Issuer, the Owner Trustee, the Indenture Trustee, the Note Paying Agent, Registrar or Calculation Agent shall be liable for any inability, failure or delay on its part to perform any of its duties described in this Security as a result of the Administratorunavailability of SOFR, the Sponsor, the Depositor SOFR Index or the Servicer relating to any such determinations. Notwithstanding anything in the Transaction Documents to the contrary, upon the delivery of notice to a Responsible Person of the Indenture Trustee and inclusion in a Monthly Investor Report of the information set forth in clauses (i) and (ii) of Section 3.5(a)(iii) in the Transfer and Servicing Agreement, the relevant Transaction Documents shall be deemed to have been amended to reflect the new Unadjusted other applicable Benchmark Replacement, including as a result of any failure, inability, delay, error or inaccuracy on the part of any other party and reasonably required for the performance of such duties. In connection with any determinations made under this heading “Effect of Benchmark Replacement Adjustment and/or Benchmark Replacement Conforming Changes without further compliance with the amendment provisions Transition Event”, none of the relevant Transaction Documents. Neither Trustee, Paying Agent, Registrar or Calculation Agent shall be responsible or liable for the Indenture Trustee nor actions or omissions of the Owner Trustee will have Company or its designee, or for any liability failure or obligation with respect to any determination delay in the performance by the Administrator that a Benchmark Transition Event has occurred Company or its designee, nor shall any of the selection Trustee, Paying Agent, Registrar or Calculation Agent be under any obligation to oversee or monitor the performance of any replacement indexthe Company or its designee.

Decisions and Determinations. Any determination, decision or election that may be made by the Administrator Company or the Company’s designee pursuant to this Section 2.16a Benchmark Transition Event, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, shall will be conclusive and binding absent manifest error, may be made in the AdministratorCompany or the Company’s designee’s sole discretion, discretion and, notwithstanding anything to the contrary in the Transaction Documentsdocumentation relating to the Securities, shall become effective without consent from the holders of the Securities or any other party party. In connection with the Benchmark Replacement Conforming Changes or Noteholder and other modifications pursuant to the Benchmark Transition Provisions, neither the Trustee nor the Calculation Agent shall not be subject required to effect any amendments that affect their own rights, duties or immunities under the Base Indenture or otherwise. EXHIBIT A Form of Global Note THIS SECURITY IS A GLOBAL REGISTERED SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (OR ANY SUCCESSOR CLEARING SYSTEM) (“DTC”), TO BARCLAYS PLC, OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. This Security is one of a duly authorized issue of securities of the amendment provisions Company (as defined below) (herein called the “Securities” and each, a “Security”) issued and to be issued in one or more series under and governed by the Senior Debt Securities Indenture, dated as of January 17, 2018 (as heretofore amended and supplemented, the “Base Indenture”), as amended and supplemented by the Sixth Supplemental Indenture, dated as of May 7, 2020 (the “Sixth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). Notwithstanding any other agreements, arrangements, or understandings between the Company and any Holder or Beneficial Owner of the Transaction Documents Securities, by acquiring the Securities, each Holder and Beneficial Owner of the Securities acknowledges, accepts, agrees to be bound by, and consents to, the exercise of any U.K. Bail-in Power by the Relevant U.K. Resolution Authority (as those terms are defined in the Base Indenture) and the provisions set forth in Section 12.01 of the Base Indenture. In accordance with Article 13 of the Base Indenture, each Holder and Beneficial Owner of the Securities that acquires the Securities in the secondary market shall be deemed to acknowledge, agree to be bound by, and consent to, the same provisions set forth in the Securities and the Indenture to the same extent as the Holders and Beneficial Owners of the Securities that acquire the Securities upon their initial issuance, including, without limitation, the provisions under Article IX). None of the Issuer, the Owner Trustee, the Indenture Trustee, the Note Paying Agent, the Administrator, the Sponsor, the Depositor or the Servicer shall have any liability for any determination made by or on behalf of the Administrator in connection with a Benchmark Transition Event or a Benchmark Replacement as set forth above, and each Noteholder, by its acceptance of a Note or a beneficial interest in a Note, shall be deemed to waive and release any and all claims against the Issuer, the Owner Trustee, the Indenture Trustee, the Note Paying Agent, the Administrator, the Sponsor, the Depositor or the Servicer relating to any such determinations. Notwithstanding anything in the Transaction Documents to the contrary, upon the delivery of notice to a Responsible Person of the Indenture Trustee and inclusion in a Monthly Investor Report of the information set forth in clauses (i) and (ii) of Section 3.5(a)(iii) in the Transfer and Servicing Agreement, the relevant Transaction Documents shall be deemed to have been amended to reflect the new Unadjusted Benchmark Replacement, Benchmark Replacement Adjustment and/or Benchmark Replacement Conforming Changes without further compliance with the amendment provisions of the relevant Transaction Documents. Neither the Indenture Trustee nor the Owner Trustee will have any liability or obligation with respect to any determination by the Administrator that a Benchmark Transition Event has occurred or acknowledgement and agreement to be bound by, and consent to, the selection terms of any replacement indexthe Securities, including in relation to the provisions contained in Section 5.03(c) and Section 12.01 of the Base Indenture.