Common use of Effect of a Benchmark Transition Event Clause in Contracts

Effect of a Benchmark Transition Event. (a) If the Collateral Manager determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any determination of the Benchmark on any date, the Alternative Reference Rate will replace the then-current Benchmark for all purposes relating to the securitization in respect of such determination on such date and all determinations on all subsequent dates. (b) In connection with the implementation of an Alternative Reference Rate , the Collateral Manager will have the right to make Benchmark Replacement Conforming Changes from time to time in accordance with Section 8.1(a)(xxiv). (c) Any determination, decision or election that may be made by the Collateral Manager pursuant to this Section 8.7 including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error, may be made in the Collateral Manager’s sole discretion, and, notwithstanding anything to the contrary in the documentation relating to the securities, shall become effective without consent from any other party. (d) The Holders shall be deemed to have waived and released any and all claims, with respect to any action taken or omitted to be taken with respect to an Alternative Reference Rate , including, without limitation, determinations as to the occurrence of a Benchmark Replacement Date or a Benchmark Transition Event, the selection of an Alternative Reference Rate, the determination of the applicable Benchmark Replacement Adjustment, and the implementation of any Reference Rate Amendment.

Effect of a Benchmark Transition Event. (a) If the Collateral Manager determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time 5:00 p.m. (New York time) on each Interest Determination Date in respect of any determination of the Benchmark on any date, the Alternative Reference Rate Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the securitization in respect of such determination on such date and all determinations on all subsequent dates. (b) In connection with the implementation of an Alternative Reference Rate a Benchmark Replacement, the Collateral Manager will have the right to make Benchmark Replacement Conforming Changes from time to time in accordance with Section 8.1(a)(xxiv8.1(a)(xxvi). (c) Any determination, decision or election that may be made by the Collateral Manager pursuant to this Section 8.7 including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error, may be made in the Collateral Manager’s sole discretion, and, notwithstanding anything to the contrary in the documentation relating to the securities, shall become effective without consent from any other party. (d) The Holders shall be deemed to have waived and released any and all claims, with respect to any action taken or omitted to be taken with respect to an Alternative Reference Rate a Benchmark Replacement, including, without limitation, determinations as to the occurrence of a Benchmark Replacement Date or a Benchmark Transition Event, the selection of an Alternative Reference Ratea Benchmark Replacement, the determination of the applicable Benchmark Replacement Adjustment, and the implementation of any Reference Benchmark Replacement Rate Amendment.

Effect of a Benchmark Transition Event. (aA) If Notwithstanding anything to the Collateral Manager determines that contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any determination of Periodic Term SOFR Determination Date (or if the Benchmark on any dateis not the Term SOFR Reference Rate, the Alternative Reference Rate Determination Date) for any Interest Accrual Period, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the securitization hereunder or under any Loan Document in respect of such determination on such date and all determinations on all subsequent datesdates (without any amendment to, or further action or consent of any other party to, this Agreement). (bB) In connection with the use, administration, adoption, or implementation of an Alternative Reference Rate a Benchmark Replacement, the Collateral Manager Lender will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in accordance with Section 8.1(a)(xxiv)any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of the Borrower or any other party to this Agreement or any other Loan Document. (cC) Lender will promptly notify Borrower of (i) the Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Conforming Changes, and/or (iv) any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Collateral Manager Lender pursuant to this Section 8.7 Section, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error, error and may be made in the Collateral Manager’s its sole discretion, and, notwithstanding anything to the contrary in the documentation relating to the securities, shall become effective discretion and without consent from any other partythe Borrower. (dD) The Holders Notwithstanding any provision of this Agreement to the contrary, in no event shall be deemed Borrower have the right to have waived and released any and all claims, with respect to any action taken or omitted to be taken with respect convert the Loan to an Alternative Reference Alternate Rate , including, without limitation, determinations as to the occurrence of a Benchmark Replacement Date or a Benchmark Transition Event, the selection of an Alternative Reference Rate, the determination of the applicable Benchmark Replacement Adjustment, and the implementation of any Reference Rate AmendmentLoan.

Effect of a Benchmark Transition Event. (a) If the Collateral Manager Company or its designee determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any determination of the Benchmark on any date, the Alternative Reference Rate Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the securitization Floating Rate Notes in respect of such determination on such date and all determinations on all subsequent dates. (b) In connection with the implementation of an Alternative Reference Rate a Benchmark Replacement, the Collateral Manager Company or its designee will have the right to make Benchmark Replacement Conforming Changes from time to time in accordance with Section 8.1(a)(xxiv)time. (c) Any determination, decision or election that may be made by the Collateral Manager Company or its designee pursuant to the benchmark replacement provisions set forth in this Section 8.7 3.05, 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, : (i) will be conclusive and binding absent manifest error; (ii) if made by the Company, may will be made in the Collateral Manager’s its sole discretion; (iii) if made by the Company’s designee, will 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, (iv) notwithstanding anything to the contrary in the documentation relating to Supplemental Indenture or the securities, Floating Rate Notes shall become effective without consent from the Holders of the Floating Rate Notes or any other party. (d) The Holders Any determination, decision or election pursuant to this Section 3.05 shall be deemed to have waived and released any and all claims, with respect to any action taken made by the Company or omitted to its designee (which may be taken with respect to an Alternative Reference Rate , including, without limitation, determinations the Company’s Affiliate) on the basis as to the occurrence of a Benchmark Replacement Date or a Benchmark Transition Event, the selection of an Alternative Reference Rate, the determination of the applicable Benchmark Replacement Adjustmentprovided above, and in no event shall the implementation of Calculation Agent be responsible for making any Reference Rate Amendmentsuch determination, decision or election.

Effect of a Benchmark Transition Event. (a) If the Collateral Manager determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time 5:00 p.m. (New York time) on each Interest Determination Date in respect of any determination of the Benchmark on any date, the Alternative Reference Rate Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the securitization in respect of such determination on such date and all determinations on all subsequent dates. (b) In connection with the implementation of an Alternative Reference Rate a Benchmark Replacement, the Collateral Manager will have the right to make Benchmark Replacement Conforming Changes from time to time in accordance with Section 8.1(a)(xxiv). (c) Any determination, decision or election that may be made by the Collateral Manager pursuant to this Section 8.7 including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error, may be made in the Collateral Manager’s sole discretion, and, notwithstanding anything to the contrary in the documentation relating to the securities, shall become effective without consent from any other party. (d) The Holders shall be deemed to have waived and released any and all claims, with respect to any action taken or omitted to be taken with respect to an Alternative Reference Rate a Benchmark Replacement, including, without limitation, determinations as to the occurrence of a Benchmark Replacement Date or a Benchmark Transition Event, the selection of an Alternative Reference Ratea Benchmark Replacement, the determination of the applicable Benchmark Replacement Adjustment, and the implementation of any Reference Benchmark Replacement Rate Amendment.

Effect of a Benchmark Transition Event. (a) If the Collateral Manager determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any determination of the Benchmark on any date, the Alternative Reference Rate Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the securitization in respect of such determination on such date and all determinations on all subsequent dates. (b) In connection with the implementation of an Alternative Reference Rate a Benchmark Replacement, the Collateral Manager will have the right to make Benchmark Replacement Conforming Changes from time to time in accordance with Section 8.1(a)(xxiv). (c) Any determination, decision or election that may be made by the Collateral Manager pursuant to this Section 8.7 including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error, may be made in the Collateral Manager’s sole discretion, and, notwithstanding anything to the contrary in the documentation relating to the securities, shall become effective without consent from any other party. (d) The Holders shall be deemed to have waived and released any and all claims, with respect to any action taken or omitted to be taken with respect to an Alternative Reference Rate a Benchmark Replacement, including, without limitation, determinations as to the occurrence of a Benchmark Replacement Date or a Benchmark Transition Event, the selection of an Alternative Reference Ratea Benchmark Replacement, the determination of the applicable Benchmark Replacement Adjustment, and the implementation of any Reference Rate Amendment.

Effect of a Benchmark Transition Event. (a) If the Collateral Manager determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time 5:00 p.m. (New York time) on each Interest Determination Date in respect of any determination of the Benchmark on any date, the Alternative Reference Rate Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the securitization in respect of such determination on such date and all determinations on all subsequent dates. (b) In connection with the implementation of an Alternative Reference Rate a Benchmark Replacement, the Collateral Manager will have the right to make Benchmark Replacement Conforming Changes from time to time in accordance with Section 8.1(a)(xxiv). (c) Any determination, decision or election that may be made by the Collateral Manager pursuant to this Section 8.7 including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error, may be made in the Collateral Manager’s sole discretion, and, notwithstanding anything to the contrary in the documentation relating to the securities, shall become effective without consent from any other party. (d) The Holders shall be deemed to have waived and released any and all claims, with respect to any action taken or omitted to be taken with respect to an Alternative Reference Rate a Benchmark Replacement, including, without limitation, determinations as to the occurrence of a Benchmark Replacement Date or a Benchmark Transition Event, the selection of an Alternative a Reference Rate, the determination of the applicable Benchmark Replacement AdjustmentRate Modifier, and the implementation of any Reference Benchmark Replacement Rate Amendment.

Effect of a Benchmark Transition Event. (a) If the Collateral Manager determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any determination of the Benchmark on any date, the Alternative Reference Rate will replace the then-current Benchmark for all purposes relating to the securitization in respect of such determination on such date and all determinations on all subsequent dates. (b) In connection with the implementation of an Alternative Reference Rate Rate, the Collateral Manager will have the right to make Benchmark Replacement Conforming Changes from time to time in accordance with Section 8.1(a)(xxiv). (c) Any determination, decision or election that may be made by the Collateral Manager pursuant to this Section 8.7 including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error, may be made in the Collateral Manager’s sole discretion, and, notwithstanding anything to the contrary in the documentation relating to the securities, shall become effective without consent from any other party. (d) The Holders shall be deemed to have waived and released any and all claims, with respect to any action taken or omitted to be taken with respect to an Alternative Reference Rate Rate, including, without limitation, determinations as to the occurrence of a Benchmark Replacement Date or a Benchmark Transition Event, the selection of an Alternative Reference Rate, the determination of the applicable Benchmark Replacement Adjustment, and the implementation of any Reference Rate Amendment.

Effect of a Benchmark Transition Event. (a) If the Collateral Manager determines (with notice to the Trustee (who shall forward such notice to the Holders of the Secured Notes and the Holders of the Subordinated Notes), the Collateral Administrator and the Calculation Agent) that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any determination of the Benchmark on any date, the Alternative Reference Rate Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the securitization this Indenture in respect of such determination on such date and all determinations on all subsequent dates.on (b) In connection with the implementation of an Alternative Reference a Benchmark Replacement Rate Amendment, the Collateral Manager will have the right to make Benchmark Replacement Conforming Changes from time to time in accordance with Section 8.1(a)(xxiv8.1(a)(xix). (c) Any determination, decision or election that may be made by the Collateral Manager pursuant to this Section 8.7 including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error, may be made in the Collateral Manager’s sole discretion, and, notwithstanding anything to the contrary in the documentation relating to the securities, shall become effective without consent from any other party. (d) The Holders shall be deemed to have waived and released any and all claims, with respect to any action taken or omitted to be taken with respect to an Alternative Reference Rate a Benchmark Replacement, including, without limitation, determinations as to the occurrence of a Benchmark Replacement Date or a Benchmark Transition Event, the selection of an Alternative Reference Ratea Benchmark Replacement, the determination of the applicable Benchmark Replacement Adjustment, and the implementation of any Reference Benchmark Replacement Rate Amendment.

Effect of a Benchmark Transition Event. (a) If the Collateral Manager determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any determination of the Benchmark on any date, the Alternative Reference Rate will replace the then-current Benchmark for all purposes relating to the securitization in respect of such determination on such date and all determinations on all subsequent dates. (b) In connection with the implementation of an Alternative Reference Rate Rate, the Collateral Manager will have the right to make Benchmark Replacement Conforming Changes from time to time in accordance with Section 8.1(a)(xxiv). (c) Any determination, decision or election that may be made by the Collateral Manager pursuant to this Section 8.7 including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error, may be made in the Collateral Manager’s sole discretion, and, notwithstanding anything to the contrary in the documentation relating to the securitiesSecurities, shall become effective without consent from any other partyparty except to the extent expressly provided herein. (d) The Holders shall be deemed to have waived and released any and all claims, with respect to any action taken or omitted to be taken with respect to an Alternative Reference Rate Rate, including, without limitation, determinations as to the occurrence of a Benchmark Replacement Date or a Benchmark Transition Event, the selection of an Alternative Reference Rate, the determination of the applicable Benchmark Replacement Adjustment, and the implementation of any Reference Rate Amendment.

Effect of a Benchmark Transition Event. (a) If the Collateral Manager determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time Reference5:00 p.m. (New York Ttime) on each Interest Determination Date in respect of any determination of the Benchmark on any date, the Alternative Reference Rate Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the securitization in respect of such determination on such date and all determinations on all subsequent dates. (b) In connection with the implementation of an Alternative Reference Rate a Benchmark Replacement, the Collateral Manager will have the right to make Benchmark Replacement Conforming Changes from time to time in accordance with Section 8.1(a)(xxiv). (c) Any determination, decision or election that may be made by the Collateral Manager pursuant to this Section 8.7 including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error, may be made in the Collateral Manager’s sole discretion, and, notwithstanding anything to the contrary in the documentation relating to the securities, shall become effective without consent from any other party. (d) The Holders shall be deemed to have waived and released any and all claims, with respect to any action taken or omitted to be taken with respect to an Alternative Reference Rate a Benchmark Replacement, including, without limitation, determinations as to the occurrence of a Benchmark Replacement Date or a Benchmark Transition Event, the selection of an Alternative Reference Ratea Benchmark Replacement, the determination of the applicable Benchmark Replacement Adjustment, and the implementation of any Reference ReferenceBenchmark Replacement Rate Amendment.

Effect of a Benchmark Transition Event. (a) If the Collateral Manager determines Company or its designee determine on or prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior with respect to the Reference Time in respect of any determination of then-current Benchmark, the Benchmark on any date, the Alternative Reference Rate Replacement will replace the then-current Benchmark for all purposes relating to the securitization Floating Rate Notes in respect of such determination all determinations on such date and for all determinations on all subsequent dates. (b) In connection with the implementation of an Alternative Reference Rate a Benchmark Replacement, the Collateral Manager Company or its designee will have the right to make Benchmark Replacement Conforming Changes from time to time in accordance with Section 8.1(a)(xxiv)time. (c) Any determination, decision or election that may be made by the Collateral Manager Company or its designee pursuant to this Section 8.7 7.13, including any a 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, : (i) will be conclusive and binding absent manifest error, may ; (ii) will be made in the Collateral Manager’s sole discretion, discretion of the Company or its designee; and, (iii) notwithstanding anything to the contrary in the documentation relating to the securitiesFloating Rate Notes, shall become effective without consent from the holders of the Floating Rate Notes or any other party. (d) The Holders shall If the event that gives rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have waived and released any and all claims, with respect to any action taken or omitted to be taken with respect to an Alternative Reference Rate , including, without limitation, determinations as occurred prior to the occurrence Reference Time for such determination. (e) For purposes of a the definitions of Benchmark Replacement Date or a and Benchmark Transition Event, the selection of an Alternative Reference Rate, the determination of the applicable references to Benchmark Replacement Adjustment, and the implementation of also include any Reference Rate Amendmentreference rate underlying such Benchmark.