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 5:00 p.m. (New York time) on each Interest Determination Date in respect of any determination of the Benchmark on any date, the 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 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)(xxv). (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 a Benchmark Replacement, including, without limitation, determinations as to the occurrence of a Benchmark Replacement Date or a Benchmark Transition Event, the selection of a Benchmark Replacement, the determination of the applicable Benchmark Replacement Adjustment, and the implementation of any Benchmark Replacement Rate Amendment.

Effect of a Benchmark Transition Event. (ai) 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 5:00 p.m. the Periodic Term SOFR Determination Day (New York time) on each Interest Determination Date in respect of any determination of or if the Benchmark on any dateis not the Term SOFR Reference Rate, the Benchmark Replacement Determination Date) for any Interest Accrual Period, the Alternate Index Rate will replace the then-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 datesPeriodic Term SOFR Determination Days (or if the Benchmark is not the Term SOFR Reference Rate, the Determination Dates) (without any amendment to, or further action or consent of any other party to, this Agreement). (bii) In connection with the use, administration, adoption, or implementation of a Benchmark Replacementan Alternate Index Rate, the Collateral Manager Class A 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)(xxv)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. (ciii) Class A Lender will promptly notify Borrower of (A) any Benchmark Replacement Date, (B) the implementation of any Alternate Index Rate, (C) the effectiveness of any Conforming Changes, and/or (D) any Benchmark Unavailability Period. Any determination, decision or election that may be is made by the Collateral Manager Class A Lender pursuant to and in accordance with 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 a Benchmark Replacement 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. (div) 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 (A) a SOFR Loan to a Benchmark ReplacementPrime Rate Loan or an Alternate Rate Loan, including, without limitation, determinations as (B) a Prime Rate Loan to the occurrence of a Benchmark Replacement Date SOFR Loan or an Alternate Rate Loan or (C) an Alternate Rate Loan to a SOFR Loan or a Benchmark Transition Event, the selection of a Benchmark Replacement, the determination of the applicable Benchmark Replacement Adjustment, and the implementation of any Benchmark Replacement Prime Rate AmendmentLoan.

Effect of a Benchmark Transition Event. (ai) 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 5:00 p.m. the Periodic Term SOFR Determination Day (New York time) on each Interest Determination Date in respect of any determination of or if the Benchmark on any dateis not the Term SOFR Reference Rate, the Benchmark Replacement Determination Date) for any Interest Period, the Alternate Index Rate will replace the then-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 datesPeriodic Term SOFR Determination Days (or if the Benchmark is not the Term SOFR Reference Rate, the Determination Dates) (without any amendment to, or further action or consent of any other party to, this Agreement). (bii) In connection with the use, administration, adoption, or implementation of a Benchmark Replacementan Alternate Index Rate, 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)(xxv)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. (ciii) Lender will promptly notify Borrower of (i) any Benchmark Replacement Date, (ii) the implementation of any Alternate Index Rate, (iii) the effectiveness of any Conforming Changes, and/or (iv) any Benchmark Unavailability Period. Any determination, decision or election that may be is made by the Collateral Manager Lender pursuant to and in accordance with this Section 8.7 Section, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence nonoccurrence of an event, circumstance or date a Benchmark Replacement 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. (div) 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 (i) a SOFR Loan to a Benchmark ReplacementPrime Rate Loan or an Alternate Rate Loan, including, without limitation, determinations as (ii) a Prime Rate Loan to the occurrence of a Benchmark Replacement Date SOFR Loan or an Alternate Rate Loan or (iii) an Alternate Rate Loan to a SOFR Loan or a Benchmark Transition Event, the selection of a Benchmark Replacement, the determination of the applicable Benchmark Replacement Adjustment, and the implementation of any Benchmark Replacement Prime Rate AmendmentLoan.

Effect of a Benchmark Transition Event. (a) If Notwithstanding anything contained herein or in the Collateral Manager Securities, if the Company or its designee determines 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 5:00 p.m. (New York time) on each Interest Determination Date in respect of any determination of the Benchmark on any datethen-current Benchmark, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the securitization Securities 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 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)(xxv)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 section, 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 errorerror; (ii) if made by the Company, may will be made in the Collateral ManagerCompany’s sole discretiondiscretion; (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 the securitiesSecurities, shall become effective without consent from the Holders or any other party. (d) The Holders shall For the avoidance of doubt, 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 a Benchmark Replacement, including, without limitation, determinations as occurred prior to the occurrence Reference Time for such determination. (e) For the avoidance of a doubt, for purposes of the definitions of Benchmark Replacement Date or a and Benchmark Transition Event, the selection of a references to Benchmark Replacement, the determination of the applicable Benchmark Replacement Adjustment, and the implementation of also include any Benchmark Replacement Rate Amendmentreference rate underlying such Benchmark.

Effect of a Benchmark Transition Event. (ai) 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 5:00 p.m. the Periodic Term SOFR Determination Day (New York time) on each Interest Determination Date in respect of any determination of or if the Benchmark on any dateis not the Term SOFR Reference Rate, the Benchmark Replacement Determination Date) for any Interest Period, the Alternate Index Rate will replace the then-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 datesPeriodic Term SOFR Determination Days (or if the Benchmark is not the Term SOFR Reference Rate, the Determination Dates) (without any amendment to, or further action or consent of any other party to, this Agreement) so long as the Administrative Agent has not received, by such time, written notice of objection to such Alternate Index Rate from two-thirds (2/3rds) of Lenders (determined by principal amount of the Loan held by such Lender(s)). (bii) In connection with the use, administration, adoption, or implementation of a Benchmark Replacementan Alternate Index Rate, the Collateral Manager Administrative Agent 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)(xxv)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. (ciii) Administrative Agent will promptly notify Borrower and each Lender of (i) any Benchmark Replacement Date, (ii) the implementation of any Alternate Index Rate, (iii) the effectiveness of any Conforming Changes, and/or (iv) any Benchmark Unavailability Period. Any determination, decision or election that may be is made by the Collateral Manager Administrative Agent pursuant to and in accordance with this Section 8.7 Section, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence nonoccurrence of an event, circumstance or date a Benchmark Replacement 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. (div) 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 (i) a SOFR Loan to a Benchmark ReplacementPrime Rate Loan or an Alternate Rate Loan, including, without limitation, determinations as (ii) a Prime Rate Loan to the occurrence of a Benchmark Replacement Date SOFR Loan or an Alternate Rate Loan or (iii) an Alternate Rate Loan to a SOFR Loan or a Benchmark Transition Event, the selection of a Benchmark Replacement, the determination of the applicable Benchmark Replacement Adjustment, and the implementation of any Benchmark Replacement Prime Rate AmendmentLoan.

Effect of a Benchmark Transition Event. (ai) 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 5:00 p.m. the Periodic Term SOFR Determination Day (New York time) on each Interest Determination Date in respect of any determination of or if the Benchmark on any dateis not the Term SOFR Reference Rate, the Benchmark Replacement Determination Date) for any Interest Accrual Period, the Alternate Index Rate will replace the then-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 datesPeriodic Term SOFR Determination Days (or if the Benchmark is not the Term SOFR Reference Rate, the Determination Dates) (without any amendment to, or further action or consent of any other party to, this Agreement). (bii) In connection with the use, administration, adoption, or implementation of a Benchmark Replacementan Alternate Index Rate, the Collateral Manager Class A 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)(xxv)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. (ciii) Class A Lender will promptly notify Borrower of (A) any Benchmark Replacement Date, (B) the implementation of any Alternate Index Rate, (C) the effectiveness of any Conforming Changes, and/or (D) any Benchmark Unavailability Period. Any determination, decision or election that may be is made by the Collateral Manager Class A Lender pursuant to and in accordance with 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 a Benchmark Replacement 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. (div) 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 (A) a SOFR Loan to a Benchmark ReplacementPrime Rate Loan or an Alternate Rate Loan, including, without limitation, determinations as (B) a Prime Rate Loan to the occurrence of a Benchmark Replacement Date SOFR Loan or an Alternate Rate Loan or (C) an Alternate Rate Loan to a SOFR Loan or a Benchmark Transition EventPrime Rate Loan; provided that, upon the selection of a Benchmark Replacement, the determination of the applicable Benchmark Replacement Adjustment, and the implementation conclusion of any Benchmark Replacement Unavailability Period, Lender shall convert the Loan to a SOFR Loan or an Alternate Rate AmendmentLoan, as applicable, so long as such conversion is consistent with the related conversion under the Underlying Whole Loan.

Effect of a Benchmark Transition Event. (a) If the Collateral Manager Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred on or prior to 5:00 p.m. (New York time) on each Interest Determination Date the Reference Time in respect of any determination of the Benchmark on any date, then the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the securitization Notes during the Floating Rate Period in respect of such determination on such date and all determinations on all subsequent dates. (b) . In connection with the implementation of a Benchmark Replacement, the Collateral Manager Calculation Agent will have the right to make Benchmark Replacement Conforming Changes from time to time time. (b) Notwithstanding anything set forth in accordance Section 4.1 of Article IV hereof, if the Calculation Agent determines on or prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR, then the provisions set forth in this Section 8.1(a)(xxv)2.5 of Article II will thereafter apply to all determinations of the interest rate on the Notes during the Floating Rate Period. After a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the interest rate on the Notes for each interest period during the Floating Rate Period will be an annual rate equal to the Benchmark Replacement plus 225 basis points. (c) The Calculation Agent is expressly authorized to make certain determinations, decisions and elections under the terms of the Notes, including with respect to the use of Three-Month Term SOFR as the Benchmark and under this Section 2.5 of Article II. Any determination, decision or election that may be made by the Collateral Manager pursuant to this Section 8.7 Calculation Agent under the terms of the Notes, 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, selection (1) will be conclusive and binding on the Holders of the Notes and the Trustee absent manifest error, may (2) if made by the Company as Calculation Agent, will be made in the Collateral ManagerCompany’s sole discretion, and(3) if made by a Calculation Agent other than the Company, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects and (4) notwithstanding anything to the contrary herein or in the documentation relating to the securitiesBase Indenture, shall become effective without consent from the Holders of the Notes, the Trustee or any other party. If the Calculation Agent fails to make any determination, decision or election that it is required to make under the terms of the Notes, then the Company will make such determination, decision or election on the same basis as described above. (d) The Holders Company (or its Calculation Agent) shall notify the Trustee in writing (i) upon the occurrence of the Benchmark Transition Event or the Benchmark Replacement Date, and (ii) of any Benchmark Replacements, Benchmark Replacement Conforming Changes and other items affecting the interest rate on the Notes after a Benchmark Transition Event. (e) The Trustee (including in its capacity as Paying Agent) shall have no (1) responsibility or liability for the (A) Three-Month Term SOFR Conventions, (B) selection of an alternative reference rate to Three-Month Term SOFR (including, without limitation, whether the conditions for the designation of such rate have been satisfied or whether such rate is a Benchmark Replacement or an Unadjusted Benchmark Replacement), (C) determination or calculation of a Benchmark Replacement, or (D) determination of whether a Benchmark Transition Event or Benchmark Replacement Date has occurred, and in each such case under clauses (A) through (D) above shall be deemed entitled to have waived conclusively rely upon the selection, determination, and/or calculation thereof as provided by the Company or its Calculation Agent, as applicable, and released (2) liability for any and failure or delay in performing its duties hereunder as a result of the unavailability of a Benchmark rate as described in the definition thereof, including, without limitation, as a result of the Company’s or Calculation Agent’s failure to select a Benchmark Replacement or the Calculation Agent’s failure to calculate a Benchmark. The Trustee shall be entitled to rely conclusively on all claims, with respect to notices from the Company or its Calculation Agent regarding any action taken Benchmark or omitted to be taken with respect to a Benchmark Replacement, including, without limitation, determinations as in regards to the occurrence of a Benchmark Replacement Date or Three-Month Term SOFR Conventions, a Benchmark Transition Event, Benchmark Replacement Date, and Benchmark Replacement Conforming Changes. The Trustee shall not be responsible or liable for the selection of a Benchmark Replacement, the determination actions or omissions of the applicable Benchmark Replacement AdjustmentCalculation Agent, or any failure or delay in the performance of the Calculation Agent’s duties or obligations, nor shall it be under any obligation to monitor or oversee the performance of the Calculation Agent. The Trustee shall be entitled to conclusively rely on any determination made, and any instruction, notice, Officers’ Certificate or other instruction or information provided by the implementation Calculation Agent without independent verification, investigation or inquiry of any kind. The Trustee shall not be obligated to enter into any amendment or supplement hereto that adversely impacts its rights, duties, obligations, immunities or liabilities (including, without limitation, in connection with the adoption of any Benchmark Replacement Conforming Changes). (f) If the then-current Benchmark is Three-Month Term SOFR, the Calculation Agent will have the right to establish the Three-Month Term SOFR Conventions, and if any of the foregoing provisions concerning the calculation of the interest rate and the payment of interest during the Floating Rate AmendmentPeriod are inconsistent with any of the Three-Month Term SOFR Conventions determined by the Calculation Agent, then the relevant Three-Month Term SOFR Conventions will apply.

Effect of a Benchmark Transition Event. (a) If the Collateral Manager Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred on or prior to 5:00 p.m. (New York time) on each Interest Determination Date the Reference Time in respect of any determination of the Benchmark on any date, then the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the securitization Notes during the Floating Rate Period in respect of such determination on such date and all determinations on all subsequent dates. (b) . In connection with the implementation of a Benchmark Replacement, the Collateral Manager Calculation Agent will have the right to make Benchmark Replacement Conforming Changes from time to time in accordance with Section 8.1(a)(xxv)time. (b) Notwithstanding anything set forth in Section 4.1 of Article IV hereof, if the Calculation Agent determines on or prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR, then the provisions set forth in this Section 2.5 of Article II will thereafter apply to all determinations of the interest rate on the Notes during the Floating Rate Period. After a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the interest rate on the Notes for each interest period during the Floating Rate Period will be an annual rate equal to the Benchmark Replacement plus 210 basis points. c) The Calculation Agent is expressly authorized to make certain determinations, decisions and elections under the terms of the Notes, including with respect to the use of Three-Month Term SOFR as the Benchmark and under this Section 2.5 of Article II. Any determination, decision or election that may be made by the Collateral Manager pursuant to this Section 8.7 Calculation Agent under the terms of the Notes, 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, selection (1) will be conclusive and binding on the Holders of the Notes and the Trustee absent manifest error, may (2) if made by the Corporation as Calculation Agent, will be made in the Collateral ManagerCorporation’s sole discretion, and(3) if made by a Calculation Agent other than the Corporation, will be made after consultation with the Corporation, and the Calculation Agent will not make any such determination, decision or election to which the Corporation reasonably objects and (4) notwithstanding anything to the contrary herein or in the documentation relating to the securitiesBase Indenture, shall become effective without consent from the Holders of the Notes, the Trustee or any other party. If the Calculation Agent fails to make any determination, decision or election that it is required to make under the terms of the Notes, then the Corporation will make such determination, decision or election on the same basis as described above. (d) The Holders Corporation (or its Calculation Agent) shall notify the Trustee in writing (i) upon the occurrence of the Benchmark Transition Event or the Benchmark Replacement Date, and (ii) of any Benchmark Replacements, Benchmark Replacement Conforming Changes and other items affecting the interest rate on the Notes after a Benchmark Transition Event. e) The Trustee (including in its capacity as Paying Agent) shall have no (1) responsibility or liability for the (A) Three-Month Term SOFR Conventions, (B) selection of an alternative reference rate to Three-Month Term SOFR (including, without limitation, whether the conditions for the designation of such rate have been satisfied or whether such rate is a Benchmark Replacement or an Unadjusted Benchmark Replacement), (C) determination or calculation of a Benchmark Replacement, or (D) determination of whether a Benchmark Transition Event or Benchmark Replacement Date has occurred, and in each such case under clauses (A) through (D) above shall be deemed entitled to have waived conclusively rely upon the selection, determination, and/or calculation thereof as provided by the Corporation or its Calculation Agent, as applicable, and released (2) liability for any and failure or delay in performing its duties hereunder as a result of the unavailability of a Benchmark rate as described in the definition thereof, including, without limitation, as a result of the Corporation’s or Calculation Agent’s failure to select a Benchmark Replacement or the Calculation Agent’s failure to calculate a Benchmark. The Trustee shall be entitled to rely conclusively on all claims, with respect to notices from the Corporation or its Calculation Agent regarding any action taken Benchmark or omitted to be taken with respect to a Benchmark Replacement, including, without limitation, determinations as in regards to the occurrence of a Benchmark Replacement Date or Three-Month Term SOFR Conventions, a Benchmark Transition Event, Benchmark Replacement Date, and Benchmark Replacement Conforming Changes. The Trustee shall not be responsible or liable for the selection actions or omissions of a the Calculation Agent, or any failure or delay in the performance of the Calculation Agent’s duties or obligations, nor shall it be under any obligation to monitor or oversee the performance of the Calculation Agent. The Trustee shall be entitled to conclusively rely on any determination made, and any instruction, notice, Officers’ Certificate or other instruction or information provided by the Calculation Agent without independent verification, investigation or inquiry of any kind. The Trustee shall not be obligated to enter into any amendment or supplement hereto that adversely impacts its rights, duties, obligations, immunities or liabilities (including, without limitation, in connection with the adoption of any Benchmark Replacement Conforming Changes). Neither the Trustee nor the Paying Agent shall be under any obligation (i) to monitor, determine or verify the unavailability or cessation of SOFR or any other 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 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 determination designation of the applicable such a rate or index have been satisfied, or (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 not limited to, adjustments as to any alternative spread thereon, the business day convention, interest determination dates or any other relevant methodology applicable to such substitute or successor benchmark. In connection with the foregoing, each of the Trustee and Paying Agent shall be entitled to conclusively rely on any determinations made by the Corporation or the Calculation Agent without independent investigation, and neither the Trustee nor the Paying Agent will have any liability for actions taken at our direction in connection therewith. Neither the Trustee nor the Paying Agent shall be liable for any inability, failure or delay on its part to perform any of its duties set forth in this prospectus supplement as a result of the unavailability of SOFR or other applicable Benchmark Replacement, including as a result of any failure, inability, delay, error or inaccuracy on the part of any other transaction party in providing any direction, instruction, notice or information required or contemplated by the terms of this prospectus supplement and reasonably required for the performance of such duties. Neither the Trustee nor the Paying Agent shall be responsible or liable for our actions or omissions or for those of the Calculation Agent, or for any failure or delay in the performance by the Corporation or the Calculation Agent; nor shall the Trustee or Paying Agent be under any obligation to oversee or monitor our performance or that of the Calculation Agent. f) If the then-current Benchmark is Three-Month Term SOFR, the Calculation Agent will have the right to establish the Three-Month Term SOFR Conventions, and if any of the foregoing provisions concerning the calculation of the interest rate and the implementation payment of interest during the Floating Rate Period are inconsistent with any Benchmark Replacement Rate Amendmentof the Three-Month Term SOFR Conventions determined by the Calculation Agent, then the relevant Three-Month Term SOFR Conventions will apply.

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 5:00 p.m. (New York time) on each Interest the Periodic Term SOFR Determination Date in respect of any determination of (or if the Benchmark on is not the Term SOFR Reference Rate, the Determination Date) for any dateInterest 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 a Benchmark Replacement, the Collateral Manager Administrative Agent 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)(xxv)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) Administrative Agent 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 Administrative Agent 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 shall be deemed to have waived and released Notwithstanding any and all claims, with respect to any action taken or omitted to be taken with respect to a Benchmark Replacement, including, without limitation, determinations as provision of this Agreement to the occurrence of a Benchmark Replacement Date or a Benchmark Transition Eventcontrary, in no event shall Borrower have the selection of a Benchmark Replacement, right to convert the determination of the applicable Benchmark Replacement Adjustment, and the implementation of any Benchmark Replacement Loan to an Alternate Rate AmendmentLoan.