SOFR Determination Clause Samples
The SOFR Determination clause defines how the Secured Overnight Financing Rate (SOFR) is identified and applied within a contract. It typically outlines the specific source for the SOFR rate, the timing of its selection, and any fallback procedures if the rate is unavailable, such as using an alternative benchmark or calculation method. This clause ensures that interest calculations tied to SOFR are clear and consistent, reducing uncertainty and disputes over rate-setting in financial agreements.
SOFR Determination. The Issuer agrees that for so long as the Class A-2-B Notes are Outstanding, the Trust Collateral Agent shall calculate SOFR for each Interest Period in accordance with the definition of “SOFR” herein. On each SOFR Determination Date, the Trust Collateral Agent shall notify the Servicer and the Issuer by e-mail of SOFR for the related Interest Period. If an alternative benchmark rate has been adopted by GM Financial in accordance with the definition of “SOFR” herein, GM Financial shall calculate the alternative benchmark rate for each Interest Period and notify the Trust Collateral Agent, the Servicer and the Issuer by e-mail of such calculation for the related Interest Period. The adoption of any alternative benchmark rate by GM Financial shall be in its sole discretion and shall become effective without the consent of any other person (including any Noteholder). The Noteholders shall not have any right to approve or disapprove any such election by GM Financial and each Noteholder, by its acceptance of a Note, shall be deemed to waive and release any and all claims against any transaction party relating to any such election by GM Financial. All determinations of SOFR by the Trust Collateral Agent, and all determinations by GM Financial of any alternative benchmark rate, in the absence of manifest error, shall be conclusive and binding on the Noteholders. The Owner Trustee shall not have any obligation to determine SOFR, 30-day average SOFR, any SOFR Determination Date, or any SOFR Business Day and shall have no liability for any such determinations made by the Trust Collateral Agent. The Trust Collateral Agent shall have no duty, responsibility or obligation to determine any alternative benchmark rate, nor have any liability in connection therewith. Neither the Owner Trustee nor the Trust Collateral Agent shall have any obligation to determine any alternative benchmark rate adopted by GM Financial.
SOFR Determination. The Issuer agrees that for so long as the Class A-2-B Notes are Outstanding, the Trust Collateral Agent will calculate SOFR for each Interest Period. On each SOFR Determination Date, the Trust Collateral Agent will notify the Servicer and the Issuer by e-mail of SOFR for the related Interest Period. All determinations of SOFR by the Trust Collateral Agent or the Issuer, as applicable, in the absence of manifest error, will be conclusive and binding on the Noteholders.
SOFR Determination. The Issuer agrees that for so long as the Class A-2-B Notes are Outstanding, the Trust Collateral Agent shall calculate SOFR for each Interest Period in accordance with the definition of “SOFR” herein. On each SOFR Determination Date, the Trust Collateral Agent shall notify the Servicer and the Issuer by e-mail of SOFR for the related Interest Period. All determinations of SOFR by the Trust Collateral Agent, in the absence of manifest error, shall be conclusive and binding on the Noteholders. The Owner Trustee shall not have any obligation to determine SOFR, 30-day average SOFR, any SOFR Determination Date, or any SOFR Business Day and shall have no liability for any such determinations made by the Trust Collateral Agent.
SOFR Determination. On each SOFR Determination Date, the Calculation Agent will notify the Servicer and the Issuer by e-mail of SOFR for the related Interest Period. All determinations of SOFR by the Calculation Agent or the Issuer, as applicable, in the absence of manifest error, will be conclusive and binding on the Noteholders.]
SECTION 5.12. [Pre-Funding Account].
(a) [On the Closing Date, the Trust Collateral Agent will deposit, on behalf of and at the written direction of the Seller, in the Pre-Funding Account $______ from the proceeds of the sale of the Notes.
(b) On each Subsequent Transfer Date, the Servicer shall instruct the Trust Collateral Agent in writing to withdraw from the Pre-Funding Account an amount equal to % of the Principal Balance of the Subsequent Receivables transferred to the Issuer on such Subsequent Transfer Date.
(c) If the Pre-Funded Amount has not been reduced to zero on the date on which the Funding Period ends after giving effect to any reductions in the Pre-Funded Amount on such date, the Servicer shall instruct the Trust Collateral Agent in writing to withdraw from the Pre-Funding Account on the Mandatory Redemption Date the remaining Pre-Funded Amount (exclusive of any Pre-Funding Earnings, which shall be deposited into the Collection Account pursuant to
Section 5.1 (c)) (the “Prepayment Amount”) and deposit such amount in the Note Distribution Account.]
SECTION 5.13. [Advances].
(a) [If, as of the end of any Collection Period, the payments received during such Collection Period by or on behalf of an Obligor in respect of a Receivable (other than a Purchased Receivable) shall be less than the related monthly payment, whether as a result of any extension granted to the Obligor or otherwise, then, at the option of the Servicer, an Advance may be deposited by the Servicer into the Collection Account on or prior to the related Distribution Date. If such calculation in respect of a Receivable results in a negative number, an amount equal to such negative amount shall be paid to the Servicer in reimbursement of any outstanding Advances. In addition, in the event that a Receivable becomes a Delinquent Receivable, the amount of accrued and unpaid interest thereon (but not including interest for the current Collection Period) shall, up to the amount of outstanding Advances, be withdrawn from the Collection Account and paid to the Servicer in reimbursement of such outstanding Advances. No Advances will be made with respect to the Principal Balance o...
SOFR Determination. 21 2.11 Voluntary Conversion of Advances; Continuation of Advances ...................................................................................... 21 2.12 Prepayments ................................................................................ 22 2.13 Increases in Costs. ...................................................................... 23 2.14 Taxes. ........................................................................................... 24 2.15 Illegality ....................................................................................... 27
SOFR Determination. On each SOFR Determination Date, the Calculation Agent will notify the Servicer, the Issuer and the Administrator by email of SOFR for the related Interest Period. All determinations of SOFR by the Calculation Agent or the Issuer, as applicable, in the absence of manifest error, will be conclusive and binding on the Noteholders.]
SOFR Determination