Benchmark Determination Sample Clauses
The Benchmark Determination clause defines the process and criteria for establishing a reference rate or value used in a contract, such as an interest rate or market index. It typically outlines who is responsible for selecting the benchmark, the methodology for its calculation, and what happens if the chosen benchmark becomes unavailable or is materially changed. This clause ensures that all parties have a clear and agreed-upon method for determining key financial metrics, thereby reducing uncertainty and disputes related to fluctuating or discontinued benchmarks.
Benchmark Determination. (a) On each SOFR Adjustment Date, the Administrator shall determine the SOFR Rate in accordance with the definition thereof and shall send to the Servicer by email transmission notification of the SOFR Rate for the Interest Accrual Period. The Servicer shall include the SOFR Rate for the Interest Accrual Period in the Servicer Certificate. All determinations of the SOFR Rate, in the absence of manifest error, shall be conclusive and binding on the Noteholders.
(b) If the Administrator (on behalf of the Issuing Entity) determines prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the determination of the then-current Benchmark, the Benchmark Replacement determined by the Administrator (on behalf of the Issuing Entity) will replace the then-current Benchmark for all purposes relating to the Class A-2b Notes in respect of such determination on such date and all such determinations on all subsequent dates. The Administrator (on behalf of the Issuing Entity) shall deliver written notice (including by email) to each Rating Agency, the Indenture Trustee and the Servicer on any SOFR Adjustment Date if, as of the applicable Reference Time, the Administrator (on behalf of the Issuing Entity) has determined with respect to the related Interest Accrual Period that there will be a change in the SOFR Rate or the terms related thereto since the immediately preceding SOFR Adjustment Date due to a determination by the Administrator that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred. The Administrator (on behalf of the Issuing Entity) shall have the right to make SOFR Conforming Changes and, in connection with the implementation of a Benchmark Replacement, Benchmark Replacement Conforming Changes, from time to time. Notwithstanding anything in this Indenture or the other Basic Documents to the contrary, upon the receipt of such notice by the Rating Agencies, the Indenture Trustee and the Servicer, and the inclusion of such information in the Servicer Certificate, this Indenture and/or any other relevant Basic Document will be deemed to have been amended to reflect such Unadjusted Benchmark Replacement, Benchmark Replacement Adjustment and/or Benchmark Replacement Conforming Changes without further compliance with the provisions of Article IX of this Indenture, or the amendment provisions of any other relevant Basic Document.
(c) All percentages resul...
Benchmark Determination. If the Benchmark is SOFR, 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. If the Benchmark is any rate other than SOFR, on each Benchmark Determination Date, the Issuer will notify the Servicer and the Indenture Trustee by email of the Benchmark for the related Interest Period. All determinations of the Benchmark by the Calculation Agent or the Issuer, as applicable, in the absence of manifest error, will be conclusive and binding on the Noteholders.
Benchmark Determination. If the Benchmark is LIBOR, on each Benchmark Determination Date, the Calculation Agent will notify the Servicer and the Issuer by email of the Benchmark for the related Interest Period. If the Benchmark is any rate other than LIBOR, on each Benchmark Determination Date, the Servicer will notify the Trust Collateral Agent by email of the Benchmark for the related Interest Period. All determinations of the Benchmark by the Calculation Agent or the Servicer, as applicable, in the absence of manifest error, will be conclusive and binding on the Noteholders.
Benchmark Determination. (a) On each SOFR Adjustment Date, the Paying Agent shall obtain the SOFR Rate in accordance with the definition thereof and shall send to the Servicer by email transmission notification of the SOFR Rate for the Interest Period. All determinations of the SOFR Rate, in the absence of manifest error, shall be conclusive and binding on the Noteholders.
Benchmark Determination. 2.5.1 Prior to the occurrence of a Benchmark Transition Event and related Benchmark Replacement Date with respect to three month LIBOR, the Benchmark will be LIBOR. If the Trust 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 Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the TCPL Sub-Notes — Series 2019-A in respect of such determination on such date and all determinations on all subsequent dates.
2.5.2 In connection with the implementation of a Benchmark Replacement, the Trust or its designee will have the right to make Benchmark Replacement Conforming Changes from time to time.
2.5.3 Any determination, decision or election that may be made by the Trust or its designee pursuant to this Section 2.5 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 Trust’s or its designee’s sole discretion, and, notwithstanding anything to the contrary herein or in any other documentation relating to the TCPL Sub Notes — Series 2019-A, shall become effective without consent from the holders of the TCPL Sub Notes — Series 2019-A or any other party.
2.5.4 The Issuer shall from time to time immediately after the occurrence of any Benchmark Transition Event which requires a Benchmark Replacement as provided in this Section 2.5, deliver a certificate of the Issuer to the Trustee specifying the nature of the event requiring the same and the new rate, and setting forth the method of calculation and the facts upon which such calculation is based. The Trustee shall rely upon the certificate of the Issuer pursuant to this Section 2.5 for all purposes.