Common use of Calculation of Monthly Interest Clause in Contracts

Calculation of Monthly Interest. (a) Prior to the occurrence of a Series 2004-1 Pay Out Event, the Class A Notes shall accrue CP Costs with respect to the portion of the outstanding principal balance of the Class A Notes funded by the Conduit Purchasers for each day that such amount is outstanding. The outstanding principal balance of the Class A Notes funded with Pooled Commercial Paper will accrue CP Costs each day on a pro rata basis, based upon the percentage share that such amount represents in relation to all assets held by the applicable Conduit Purchaser and funded substantially with related Pooled Commercial Paper. On the Determination Date, each Conduit Purchaser shall calculate the aggregate amount of CP Costs allocated to its Class A Note for the applicable Due Period and shall notify the Servicer of such aggregate amount. (b) Prior to the occurrence of a Series 2004-1 Pay Out Event, the Class A Notes shall accrue Yield with respect to the portion of the outstanding principal balance of the Class A Notes funded by the Committed Purchasers or the Liquidity Purchasers (as the case may be) for each day during the Tranche Period at either LIBOR or the Prime Rate in accordance with the terms and conditions hereof. Until the Transferor gives notice to the Funding Agent of another Alternate Rate in accordance with Section 2.06(c), the initial Alternate Rate for any Funding Tranche transferred to the Committed Purchasers or the Liquidity Purchasers by a Conduit Purchaser as provided for herein or pursuant to a Liquidity Agreement (as the case may be), shall be the Prime Rate with a Tranche Period of five days. If the Committed Purchasers or the Liquidity Purchasers acquire by assignment from a Conduit Purchaser any Funding Tranche as provided for herein or pursuant to a Liquidity Agreement (as the case may be), each Funding Tranche so assigned shall each be deemed to have a new Tranche Period commencing on the date of any such assignment. The Transferor or the applicable Managing Agent, upon notice to and consent by the other received by 12:00 p.m. (noon) (New York City Time) at least three (3) Business Days prior to the end of a Tranche Period (the "Terminating Tranche") for any Funding Tranche, may, effective on the last day of the Terminating Tranche: (i) divide any such Funding Tranche into multiple Funding Tranches, (ii) combine any such Funding Tranche with one or more other Funding Tranches that have a Terminating Tranche ending on the same day as such Terminating Tranche or (iii) combine any such Funding Tranche with a new Funding Tranche to be purchased on the day such Terminating Tranche ends, provided, that in no event may the portion of the outstanding principal balance of the Class A Notes funded by a Conduit Purchaser be combined with a Funding Tranche of the Committed Purchasers or the Liquidity Purchasers. (c) The Transferor may select LIBOR or the Prime Rate for each Funding Tranche of the Committed Purchaser or the Liquidity Purchaser (as the case may be). The Transferor shall by 12:00 p.m.(noon) (New York time): (i) at least three (3) Business Days prior to the expiration of any Terminating Tranche with respect to which LIBOR is being requested as a new Alternate Rate and (ii) at least one (1) Business Day prior to the expiration of any Terminating Tranche with respect to which the Prime Rate is being requested as a new Alternate Rate, give the applicable Managing Agents irrevocable notice of the new Alternate Rate for the Funding Tranche associated with such Terminating Tranche. Until the Transferor gives notice to the applicable Managing Agents of another Alternate Rate, the initial Alternate Rate for any Funding Tranche transferred to a Committed Purchaser or a Liquidity Purchaser pursuant to the terms and conditions hereof shall be the Prime Rate.

Calculation of Monthly Interest. (a) Prior to the occurrence of a Series 20042007-1 A Pay Out Event, the Class A Notes shall accrue CP Costs with respect to the each portion of the outstanding principal balance of the Class A Notes Note Principal Balance funded by the a Conduit Purchasers Purchaser for each day that such amount is outstandingoutstanding shall accrue interest in an amount equal to the CP Costs for such Conduit Purchaser. The On and after a Series 2007-A Pay Out Event, each portion of the outstanding principal balance of the Class A Notes Note Principal Balance funded by a Conduit Purchaser for each day that such amount is outstanding shall accrue interest in an amount equal to the Default Yield for such Conduit Purchaser. The portion of the Class A Note Principal Balance funded by a Conduit Purchaser with Pooled Commercial Paper with respect to a Conduit Purchaser will accrue CP Costs each day on a pro rata basis, based upon the percentage share that such amount represents in relation to all assets held by the applicable such Conduit Purchaser and funded substantially with related Pooled Commercial PaperPaper with respect to a Conduit Purchaser. On the Determination Date, each Conduit Purchaser shall calculate the aggregate amount of its CP Costs allocated to its the portion of the Class A Note Principal Balance held by it for the applicable Due Period and shall notify notify, or shall cause its Agent to notify, the Servicer of such aggregate amount. (b) Prior to the occurrence of a Series 20042007-1 A Pay Out Event, the Class A Notes shall accrue Yield with respect to the each portion of the outstanding principal balance of the Class A Notes Note Principal Balance funded by a Committed Purchaser or a Liquidity Purchaser for each day during the Tranche Period shall accrue interest in an amount equal to the Yield for such Committed Purchasers Purchaser or the Liquidity Purchasers Purchaser (as the case may be) at the Alternate Rate as determined by the Agent for such Committed Purchaser or Liquidity Purchaser. On and after a Series 2007-A Pay Out Event, each portion of the outstanding balance of the Class A Note Principal Balance funded by a Committed Purchaser or a Liquidity Purchaser for each day during the Tranche Period at either LIBOR or the Prime Rate shall accrue interest in accordance with the terms and conditions hereof. Until the Transferor gives notice an amount equal to the Funding Agent of another Alternate Rate in accordance with Section 2.06(c), the initial Alternate Rate Default Yield for any Funding Tranche transferred to the such Committed Purchasers Purchaser or the Liquidity Purchasers by a Conduit Purchaser as provided for herein or pursuant to a Liquidity Agreement (as the case may be), shall be the Prime Rate with a Tranche Period of five days. If the related Committed Purchasers Purchaser or the related Liquidity Purchasers acquire by assignment from a Conduit Purchaser any Funding Tranche as provided for herein or pursuant to a Liquidity the related Asset Purchase Agreement (as the case may be), each Funding Tranche so assigned shall each be deemed to have a new Tranche Period commencing on the date of any such assignment. The Transferor or the applicable Managing related Agent, upon notice to the Transferor and the Administrative Agent, which notice or consent by the other shall have been received by 12:00 p.m. (noon) (New York City Time) at least three (3) Business Days prior to the end of a Tranche Period (the "“Terminating Tranche"”) for any Funding Tranche, may, effective on the last day of the Terminating Tranche: (i) divide any such Funding Tranche into multiple Funding Tranches, (ii) combine any such Funding Tranche with one or more other Funding Tranches that have a Terminating Tranche ending on the same day as such Terminating Tranche or (iii) combine any such Funding Tranche with a new Funding Tranche to be purchased on the day such Terminating Tranche ends; provided, providedhowever, that in no event may the portion Class A Note Principal Balance of the outstanding principal balance of the Class A Notes funded by a Conduit Purchaser be combined with a Funding Tranche of the Committed Purchasers Purchaser or the Liquidity Purchasers. (c) The Transferor may select LIBOR or agrees to pay and to instruct the Prime Rate for Servicer and the Indenture Trustee to pay all amounts payable by each Funding Tranche of the Committed Purchaser or the Liquidity Purchaser (as the case may be). The Transferor shall by 12:00 p.m.(noon) (New York time): (i) at least three (3) Business Days prior to the expiration of any Terminating Tranche with respect to which LIBOR is being requested as a new Alternate Rate and (ii) at least one (1) Business Day prior the Class A Note to the expiration of any Terminating Tranche with respect to which account designated by the Prime Rate is being requested as a new Alternate Rate, give Agent in the applicable Managing Agents irrevocable notice of the new Alternate Rate for the Funding Tranche associated with such Terminating Tranche. Until the Transferor gives notice to the applicable Managing Agents of another Alternate Rate, the initial Alternate Rate for any Funding Tranche transferred to a Committed Purchaser or a Liquidity Purchaser pursuant to the terms and conditions hereof shall be the Prime RateFee Letter.

Calculation of Monthly Interest. (a) Prior to On or before the occurrence second Business Day after the end of a Series 2004-1 Pay Out Eventeach Due Period, each Managing Agent shall calculate for the related Distribution Date, the Class A Notes shall accrue CP Costs Monthly Interest payable on such Distribution Date with respect to each Funding Tranche related to its Purchaser Group and provide such calculation to the portion Administrative Agent who shall provide such calculation to the Servicer in writing. If any Funding Tranche begins to accrue interest at a Funding Rate other than a CP Rate after the date the Administrative Agent provides the Monthly Interest calculation for any Distribution Date, the applicable Managing Agent shall promptly provide the Administrative Agent a calculation of the outstanding principal balance interest that will accrue on such Funding Tranche and be included in the definition of “Monthly Interest” for such Distribution Date. The Administrative Agent shall promptly provide such calculation to the Servicer after receipt thereof. The parties acknowledge that the interest calculation set forth in clause (C) of the Class A Notes funded by definition of “Monthly Interest” shall be an estimate. If the Conduit Purchasers estimated accruals exceed the actual accruals, the applicable Managing Agent shall reimburse the Seller for each day that such amount is outstandingexcess. The outstanding principal balance If the actual accruals exceed the estimated accruals, the Seller shall remit such monies to the Administrative Agent for the account of the Class A Notes funded with Pooled Commercial Paper will accrue CP Costs each day on a pro rata basis, based upon the percentage share that such amount represents in relation to all assets held by the applicable Conduit Purchaser and funded substantially with related Pooled Commercial Paper. On the Determination Date, each Conduit Purchaser shall calculate the aggregate amount of CP Costs allocated to its Class A Note for the applicable Due Period and shall notify the Servicer of such aggregate amountGroup. (b) Prior to the occurrence of a Series 2004-1 Pay Out Event, the Class A Notes shall accrue Yield All amounts payable with respect to the portion of Series 2000-VFC Certificate hereunder and under the outstanding principal balance of Series Supplement (other than in connection with amounts owing under the Class A Notes funded Administrative Agent Fee Letter) shall be paid to the respective accounts designated by the Committed Purchasers or Managing Agents in the Liquidity Purchasers (as the case may be) for each day during the Tranche Period at either LIBOR or the Prime Rate in accordance with the terms and conditions hereofFee Letter. Until the Transferor gives notice Amounts payable to the Funding Administrative Agent of another Alternate Rate in accordance with Section 2.06(c), under the initial Alternate Rate for any Funding Tranche transferred Administrative Agent Fee Letter shall be paid to the Committed Purchasers or the Liquidity Purchasers by a Conduit Purchaser as provided for herein or pursuant to a Liquidity Agreement (as the case may be), shall be the Prime Rate with a Tranche Period of five days. If the Committed Purchasers or the Liquidity Purchasers acquire by assignment from a Conduit Purchaser any Funding Tranche as provided for herein or pursuant to a Liquidity Agreement (as the case may be), each Funding Tranche so assigned shall each be deemed to have a new Tranche Period commencing on the date of any such assignment. The Transferor or the applicable Managing Agent, upon notice to and consent by the other received by 12:00 p.m. (noon) (New York City Time) at least three (3) Business Days prior to the end of a Tranche Period (the "Terminating Tranche") for any Funding Tranche, may, effective on the last day of the Terminating Tranche: (i) divide any such Funding Tranche into multiple Funding Tranches, (ii) combine any such Funding Tranche with one or more other Funding Tranches that have a Terminating Tranche ending on the same day as such Terminating Tranche or (iii) combine any such Funding Tranche with a new Funding Tranche to be purchased on the day such Terminating Tranche ends, provided, that in no event may the portion of the outstanding principal balance of the Class A Notes funded by a Conduit Purchaser be combined with a Funding Tranche of the Committed Purchasers or the Liquidity Purchasersaccount specified therein. (c) The Transferor may select LIBOR or the Prime Rate for each Funding Tranche of the Committed Purchaser or the Liquidity Purchaser (as the case may be). The Transferor shall by 12:00 p.m.(noon) (New York time): If (i) at least three (3) Business Days prior to the expiration any distribution of any Terminating Tranche principal is made with respect to which LIBOR is being requested as any Funding Tranche with a new Alternate Rate Fixed Period and a fixed interest rate other than on a Distribution Date during an Early Amortization Period or Amortization Period or the last day of a Fixed Period with respect to such Funding Tranche, (ii) at least one the Seller, or the Servicer acting on behalf of the Seller, shall not have provided the Administrative Agent with the number of days notice specified in the Series Supplement for such distribution of principal and (1iii) the interest paid by a Purchaser to providers of funds to it to fund that Funding Tranche exceeds returns earned by such Purchaser from the first day through the last day of that Fixed Period factoring in actual returns earned during the Fixed Period and assuming redeployment of such funds in highly rated short-term money market instruments from the date of principal distribution through the end of the Fixed Period, then, upon written notice (including a detailed calculation of such Breakage Payment) from the Administrative Agent to the Servicer, such Purchaser shall be entitled to receive additional amounts in the amount of such excess (each, a “Breakage Payment”) on the date of such distribution, so long as such written notice is received not later than noon, New York City time, on the first Business Day prior to the expiration of any Terminating Tranche with respect to which the Prime Rate is being requested as a new Alternate Rate, give the applicable Managing Agents irrevocable notice of the new Alternate Rate for the Funding Tranche associated with immediately preceding such Terminating Tranche. Until the Transferor gives notice to the applicable Managing Agents of another Alternate Rate, the initial Alternate Rate for any Funding Tranche transferred to a Committed Purchaser or a Liquidity Purchaser pursuant to the terms and conditions hereof shall be the Prime Ratedistribution.

Calculation of Monthly Interest. (a) Prior to the occurrence of a Series 20042007-1 A Pay Out Event, the Class A Notes shall accrue CP Costs with respect to the portion of the outstanding principal balance of the Class A Notes funded by Note Principal Balance of the Conduit Purchasers Purchaser for each day that such amount is outstanding. The outstanding principal balance of the Class A Notes Note Principal Balance funded with Pooled Commercial Paper will accrue CP Costs each day on a pro rata basis, based upon the percentage share that such amount represents in relation to all assets held by the applicable Conduit Purchaser and funded substantially with related Pooled Commercial Paper. On the Determination Date, each the Conduit Purchaser shall calculate the aggregate amount of CP Costs allocated to its Class A Note Principal Balance for the applicable Due Period and shall notify the Servicer of such aggregate amount. (b) Prior to the occurrence of a Series 20042007-1 A Pay Out Event, the Class A Notes shall accrue Yield with respect to the portion of the outstanding principal balance of the Class A Notes funded by Note Principal Balance of the Committed Purchasers or the Liquidity Purchasers (as the case may be) for each day during the Tranche Period at either LIBOR or the Prime Rate in accordance with the terms and conditions hereof. Until the Transferor gives notice to the Funding Agent of another Alternate Rate in accordance with Section 2.06(c), the initial Alternate Rate for any Funding Tranche transferred to the Committed Purchasers Purchaser or the Liquidity Purchasers by a the Conduit Purchaser as provided for herein or pursuant to a Liquidity the Asset Purchase Agreement (as the case may be), shall be the Prime Rate with a Tranche Period of five daysRate. If the Committed Purchasers Purchaser or the Liquidity Purchasers acquire by assignment from a the Conduit Purchaser any Funding Tranche as provided for herein or pursuant to a Liquidity the Asset Purchase Agreement (as the case may be), each Funding Tranche so assigned shall each be deemed to have a new Tranche Period commencing on the date of any such assignment. The Transferor or the applicable Managing Agent, upon notice to and consent by the other other, which notice or consent shall have been received by 12:00 p.m. (noon) (New York City Time) at least three (3) Business Days prior to the end of a Tranche Period (the "“Terminating Tranche"”) for any Funding Tranche, may, effective on the last day of the Terminating Tranche: (i) divide any such Funding Tranche into multiple Funding Tranches, (ii) combine any such Funding Tranche with one or more other Funding Tranches that have a Terminating Tranche ending on the same day as such Terminating Tranche or (iii) combine any such Funding Tranche with a new Funding Tranche to be purchased on the day such Terminating Tranche ends; provided, providedhowever, that in no event may the portion Class A Note Principal Balance of the outstanding principal balance of the Class A Notes funded by a Conduit Purchaser be combined with a Funding Tranche of the Committed Purchasers Purchaser or the Liquidity Purchasers. (c) The Transferor may select LIBOR or the Prime Rate for each Funding Tranche of the Committed Purchaser or the Liquidity Purchaser (as the case may be). The Transferor shall by 12:00 p.m.(noon) 1:00 p.m. (New York time): (i) at least three (3) Business Days prior to the expiration of any Terminating Tranche with respect to which LIBOR is being requested as a new Alternate Rate and (ii) at least one (1) Business Day prior to the expiration of any Terminating Tranche with respect to which the Prime Rate is being requested as a new Alternate Rate, give the applicable Managing Agents Funding Agent irrevocable notice of the new Alternate Rate for the Funding Tranche associated with such Terminating Tranche. Until the Transferor gives notice to the applicable Managing Agents Funding Agent of another Alternate Rate, the initial Alternate Rate for any Funding Tranche transferred to a the Committed Purchaser or a the Liquidity Purchaser Purchasers pursuant to the terms and conditions hereof shall be the Prime Rate. (d) After the occurrence of a Series 2007-A Pay Out Event, the Class A Notes held by the Purchasers shall accrue CP Costs at the Default Rate. (e) The Transferor agrees to pay and to instruct the Servicer and the Indenture Trustee to pay all amounts payable by each with respect to the Class A Note to the account designated by the Agent in the Fee Letter.

Calculation of Monthly Interest. (a) Prior On or before the second ------------------------------- Business Day after the end of each Due Period, the Administrative Agent shall calculate for the related Distribution Date, the Monthly Interest payable on such Distribution Date and provide such calculation to the occurrence of Servicer in writing. If any Funding Tranche begins to accrue interest at a Series 2004-1 Pay Out EventFunding Rate other than the CP Rate after the date the Administrative Agent provides the Monthly Interest calculation for any Distribution Date, the Class A Notes Administrative Agent shall accrue CP Costs with respect to promptly provide the portion Servicer a calculation of the outstanding principal balance interest that will accrue on such Funding Tranche and be included in the definition of "Monthly Interest" for such Distribution Date. The parties acknowledge that the interest calculation set forth in clause (C) of the Class A Notes funded by definition of "Monthly Interest" shall be an ---------- estimate. If the Conduit Purchasers for each day that estimated accruals exceed the actual accruals, the Administrative Agent shall reimburse such amount is outstandingexcess. The outstanding principal balance of If the Class A Notes funded with Pooled Commercial Paper will accrue CP Costs each day on a pro rata basisactual accruals exceed the estimated accruals, based upon the percentage share that such amount represents in relation to all assets held by Seller shall reimburse the applicable Conduit Purchaser and funded substantially with related Pooled Commercial Paper. On the Determination Date, each Conduit Purchaser shall calculate the aggregate amount of CP Costs allocated to its Class A Note for the applicable Due Period and shall notify the Servicer of such aggregate amountAdministrative Agent. (b) Prior to the occurrence of a Series 2004-1 Pay Out Event, the Class A Notes shall accrue Yield All amounts payable with respect to the portion of Series 2000-VFC Certificates hereunder and under the outstanding principal balance of Series Supplement shall be paid to the Class A Notes funded account designated by the Committed Purchasers or Administrative Agent in the Liquidity Purchasers (as the case may be) for each day during the Tranche Period at either LIBOR or the Prime Rate in accordance with the terms and conditions hereof. Until the Transferor gives notice to the Funding Agent of another Alternate Rate in accordance with Section 2.06(c), the initial Alternate Rate for any Funding Tranche transferred to the Committed Purchasers or the Liquidity Purchasers by a Conduit Purchaser as provided for herein or pursuant to a Liquidity Agreement (as the case may be), shall be the Prime Rate with a Tranche Period of five days. If the Committed Purchasers or the Liquidity Purchasers acquire by assignment from a Conduit Purchaser any Funding Tranche as provided for herein or pursuant to a Liquidity Agreement (as the case may be), each Funding Tranche so assigned shall each be deemed to have a new Tranche Period commencing on the date of any such assignment. The Transferor or the applicable Managing Agent, upon notice to and consent by the other received by 12:00 p.m. (noon) (New York City Time) at least three (3) Business Days prior to the end of a Tranche Period (the "Terminating Tranche") for any Funding Tranche, may, effective on the last day of the Terminating Tranche: (i) divide any such Funding Tranche into multiple Funding Tranches, (ii) combine any such Funding Tranche with one or more other Funding Tranches that have a Terminating Tranche ending on the same day as such Terminating Tranche or (iii) combine any such Funding Tranche with a new Funding Tranche to be purchased on the day such Terminating Tranche ends, provided, that in no event may the portion of the outstanding principal balance of the Class A Notes funded by a Conduit Purchaser be combined with a Funding Tranche of the Committed Purchasers or the Liquidity PurchasersFee Letter. (c) The Transferor may select LIBOR or the Prime Rate for each Funding Tranche of the Committed Purchaser or the Liquidity Purchaser (as the case may be). The Transferor shall by 12:00 p.m.(noon) (New York time): If (i) at least three (3) Business Days prior to the expiration any distribution of any Terminating Tranche principal is made with respect to which LIBOR is being requested as any Funding Tranche with a new Alternate Rate Fixed Period and a fixed interest rate other than on a Distribution Date during an Early Amortization Period or Amortization Period or the last day of a Fixed Period with respect to such Funding Tranche, (ii) at least one the Seller, or the Servicer acting on behalf of the Seller, shall not have provided the Administrative Agent with the number of days notice specified in the Series Supplement for such distribution of principal and (1iii) the interest paid by a Purchaser to providers of funds to it to fund that Funding Tranche exceeds returns earned by such Purchaser from the first day through the last day of that Fixed Period factoring in actual returns earned during the Fixed Period and assuming redeployment of such funds in highly rated short-term money market instruments from the date of principal distribution through the end of the Fixed Period, then, upon written notice (including a detailed calculation of such Breakage Payment) from the Administrative Agent to the Servicer, such Purchaser shall be entitled to receive additional amounts in the amount of such excess (each, a "Breakage Payment") on the date of such distribution, so long as such written ---------------- notice is received not later than noon, New York City time, on the first Business Day prior to the expiration of any Terminating Tranche with respect to which the Prime Rate is being requested as a new Alternate Rate, give the applicable Managing Agents irrevocable notice of the new Alternate Rate for the Funding Tranche associated with immediately preceding such Terminating Tranche. Until the Transferor gives notice to the applicable Managing Agents of another Alternate Rate, the initial Alternate Rate for any Funding Tranche transferred to a Committed Purchaser or a Liquidity Purchaser pursuant to the terms and conditions hereof shall be the Prime Ratedistribution.