Common use of Benchmark Determination Clause in Contracts

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.