Common use of Asset Interest held on behalf of Conduit Investors Clause in Contracts

Asset Interest held on behalf of Conduit Investors. (i) At all times on and after the Closing Date, but prior to the Termination Date, solely with respect to any Portion of Investment held on behalf of each Match Funding Conduit Investor at any time when such Conduit Investor funds such Portion of Investment through the issuance of Commercial Paper, the SPV may, subject to such Conduit Investor’s approval and the limitations described below, request Rate Periods and allocate a Portion of Investment to each selected Rate Period, so that the aggregate Portions of Investment allocated to outstanding Rate Periods at all times shall equal the portion of the Net Investment held on behalf of such Conduit Investors. The SPV shall give the Administrative Agent and the Funding Agent with respect to each Match Funding Conduit Investor irrevocable notice by telephone or by fax of each requested Rate Period at least three (3) Business Days prior to the requested Investment Date or the expiration of any then existing Rate Period, as applicable; provided, however, that each Match Funding Conduit Investor may select, in its sole discretion, any such Rate Period if (x) the SPV fails to provide such notice on a timely basis or (y) the Funding Agent with respect to such Match Funding Conduit Investor determines, in its sole discretion, that the Rate Period requested by the SPV is unavailable or for any reason commercially undesirable to such Investor; provided, further, that the SPV shall not select any Rate Period with respect to a Portion of Investment which Rate Period would have a maturity date after a Special Termination Date with respect to the related Conduit Investor if such Special Termination Date is known at the time of such selection. Each Match Funding Conduit Investor confirms that it is its intention prior to the date it ceases purchasing new Investments or Reinvestments to allocate all or substantially all of the portion of the Net Investment held on its behalf to one or more Rate Periods with respect to which the Yield applicable thereto is calculated by reference to the CP Rate; provided that each Match Funding Conduit Investor may determine, from time to time, in its sole discretion, that funding such Net Investment by means of one or more such Rate Periods is not possible or is not desirable for any reason. Each Rate Period applicable to any Portion of Investment funded by a Match Funding Conduit Investor pursuant to a Program Support Agreement shall be a period, selected by the applicable Funding Agent (which for the initial Rate Period shall not exceed five (5) Business Days, and Yield with respect thereto shall be calculated by reference to the Alternate Rate.

Asset Interest held on behalf of Conduit Investors. (i) At all times on and after the Closing Date, but prior to the Termination Date, solely with respect to any Portion of Investment held on behalf of each Match Funding Conduit Investor at any time when such Conduit Investor funds such Portion of Investment through the issuance of Commercial Paper, the SPV may, subject to such Conduit Investor’s approval and the limitations described below, request Rate Periods and allocate a Portion of Investment to each selected Rate Period, so that the aggregate Portions of Investment allocated to outstanding Rate Periods at all times shall equal the portion of the Net Investment held on behalf of such Conduit Investors. The SPV shall give the Administrative Agent and the Funding Agent with respect to each Match Funding Conduit Investor irrevocable notice by telephone or by fax of each requested Rate Period at least three (3) Business Days prior to the requested Investment Date or the expiration of any then existing Rate Period, as applicable; provided, however, that each Match Funding Conduit Investor may select, in its sole discretion, any such Rate Period if (x) the SPV fails to provide such notice on a timely basis or (y) the Funding Agent with respect to such Match Funding Conduit Investor determines, in its sole discretion, that the Rate Period requested by the SPV is unavailable or for any reason commercially undesirable to such Investor; provided, further, that the SPV shall not select any Rate Period with respect to a Portion of Investment which Rate Period would have a maturity date after a Special Termination Date with respect to the related Conduit Investor if such Special Termination Date is known at the time of such selection. Each Match Funding Conduit Investor confirms that it is its intention prior to the date it ceases purchasing new Investments or Reinvestments to allocate all or substantially all of the portion of the Net Investment held on its behalf to one or more Rate Periods with respect to which the Yield applicable thereto is calculated by reference to the CP Rate; provided that each Match Funding Conduit Investor may determine, from time to time, in its sole discretion, that funding such Net Investment by means of one or more such Rate Periods is not possible or is not desirable for any reason. Each Rate Period applicable to any Portion of Investment funded by a Match Funding Conduit Investor pursuant to a Program Support Agreement shall be a period, selected by the applicable Funding Agent (which for the initial Rate Period shall not exceed five (5) Business Days, and Yield with respect thereto shall be calculated by reference to the Alternate Rate.five