Interest Fees. (a) Interest shall be payable on the Series 2004-4 Notes on each Distribution Date pursuant to Section 3.3. (b) On any Business Day, CRCF may, subject to Section 2.7(c), elect to allocate all or any portion of the Available CP Funding Amount with respect to any Match Funding CP Conduit Purchaser, to one or more CP Tranches with CP Rate Periods commencing on such Business Day by giving the Administrative Agent and the Funding Agent with respect to such Match Funding CP Conduit Purchaser irrevocable written or telephonic (confirmed in writing) notice thereof, which notice must be received by such Funding Agent prior to 3:00 p.m. (New York City time) on the second Business Day prior to such Business Day. Such notice shall specify (i) the applicable Business Day, (ii) the CP Rate Period for each CP Tranche to which a portion of the Available CP Funding Amount with respect to such Purchaser Group is to be allocated and (iii) the portion of such Available CP Funding Amount being allocated to each such CP Tranche. On any Business Day, CRCF may, subject to Sections 2.7(c) and 7.4, elect to allocate all or any portion of the Available APA Bank Funding Amount with respect to any Purchaser Group to one or more Eurodollar Tranches with Eurodollar Periods commencing on such Business Day by giving the Administrative Agent and the Funding Agent with respect to such Purchaser Group irrevocable written or telephonic (confirmed in writing) notice thereof, which notice must be received by such Funding Agent prior to 1:00 p.m. (New York City time) three (3) Business Days prior to such Business Day. Such notice shall specify (i) the applicable Business Day, (ii) the Eurodollar Period for each Eurodollar Tranche to which a portion of the Available APA Bank Funding Amount with respect to such Purchaser Group is to be allocated and (iii) the portion of such Available APA Bank Funding Amount being allocated to each such Eurodollar Tranche. Upon receipt of any such notice, the Funding Agent with respect to a Purchaser Group shall notify the CP Conduit Purchaser and the APA Bank with respect to such Purchaser Group of the contents of such notice promptly upon receipt thereof. (c) Notwithstanding anything to the contrary contained in this Section 2.7, (i) (A) each Match Funding CP Conduit Purchaser shall approve the length of each CP Rate Period and the portion of the Available CP Funding Amount with respect to such Match Funding CP Conduit Purchaser allocated to such CP Rate Period, (B) such Match Funding CP Conduit Purchaser may select, in its sole discretion, any new CP Rate Period if (x) CRCF does not provide notice of a new CP Rate Period on a timely basis or (y) the Funding Agent with respect to such Match Funding CP Conduit Purchaser, on behalf of such Match Funding CP Conduit Purchaser, determines, in its sole discretion, that the CP Rate Period requested by CRCF is unavailable or for any reason commercially undesirable and (C) the portion of the Available CP Funding Amount with respect to such Match Funding CP Conduit Purchaser allocable to each CP Tranche must be in an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof and (ii) (A) the portion of the Available APA Bank Funding Amount with respect to any Purchaser Group allocable to each Eurodollar Tranche must be in an amount equal to $100,000 or an integral multiple of $100,000 in excess thereof, (B) no more than seven (7) Eurodollar Tranches with respect to such Purchaser Group shall be outstanding at any one time, (C) after the occurrence and during the continuance of any Amortization Event or Potential Amortization Event, CRCF may not elect to allocate any portion of the Available APA Bank Funding Amount with respect to any Purchaser Group to a Eurodollar Tranche and (D) during the Series 2004-4 Amortization Period, CRCF may not select any Eurodollar Period that does not end on or prior to the next succeeding Distribution Date. (d) On any Business Day, a Match Funding CP Conduit Purchaser may elect that CRCF no longer be permitted to select CP Tranches in accordance with Sections 2.7(b) and (c) in respect of the CP Conduit Funded Amount with respect to such CP Conduit Purchaser by giving CRCF and the Administrative Agent irrevocable written notice thereof, which notice must be received by CRCF and the Administrative Agent at least one Business Day prior to such Business Day. On any Business Day, a Pooled Funding CP Conduit Purchaser may with the prior written consent of the Administrator (which consent shall not be unreasonably withheld) elect thereafter to allow CRCF to select CP Tranches in accordance with Sections 2.7(b) and (c) in respect of the CP Conduit Funded Amount with respect to such CP Conduit Purchaser by giving CRCF and the Administrative Agent irrevocable written notice thereof, which notice and consent must be received by CRCF and the Administrative Agent at least one Business Day prior to such election. Any CP Conduit Purchaser making an election to change the manner in which its funding costs in respect of its Series 2004-4 Note are allocated in accordance with this Section 2.7(d) will be both a Match Funding CP Conduit Purchaser and a Pooled Funding CP Conduit Purchaser during the period that its Series 2004-4 Note is funded on both a “pooled” and “match funded” basis and its Monthly Funding Costs during that period will be calculated accordingly. (e) CRCF shall pay with funds available pursuant to Section 3.3(a) to the Administrative Agent, for the account of each Purchaser Group, on each Distribution Date, a commitment fee with respect to the Series 2004-4 Interest Period ending on the day preceding such Distribution Date (the “Commitment Fee”) during the period from the Series 2004-4 Closing Date to and including the Expiry Date with respect to such Purchaser Group at the Commitment Fee Rate of the average daily Commitment Amount with respect to such Purchaser Group during such Series 2004-4 Interest Period less the average daily Purchaser Group Invested Amount with respect to such Purchaser Group during such Series 2004-4 Interest Period. The Commitment Fees shall be payable monthly in arrears on each Distribution Date. (f) Calculations of per annum rates under this Supplement shall be made on the basis of a 360- (or 365-/366- in the case of interest on the Floating Tranche based on the Prime Rate) day year. Calculations of Commitment Fees shall be made on the basis of a 360-day
Appears in 2 contracts
Samples: Series 2004 4 Supplement (Cendant Corp), Series 2004 4 Supplement (Cendant Corp)
Interest Fees. (a) Interest shall be payable on the Series 20042010-4 1 Investor Notes on each Distribution Payment Date pursuant to Section 3.3Sections 5A.5(a) and (e).
(b) On any Business Day, CRCF the Issuer may, subject to Section 2.7(c), elect to allocate all or any portion of the Available CP Funding Amount with respect to any Match Funding CP Conduit Purchaser, to one or more CP Tranches with CP Rate Periods commencing on such Business Day by giving the Administrative Agent and the Funding Agent with respect to such Match Funding CP Conduit Purchaser irrevocable written or telephonic (confirmed in writing) notice thereof, which notice must be received by such Funding Agent prior to 3:00 p.m. (11:00 A.M., New York City time) on the second , one Business Day prior to such Business Day. Such notice shall specify (i) the applicable Business Day, (ii) the CP Rate Period for each CP Tranche to which a portion of the Available CP Funding Amount with respect to such the CP Conduit Purchaser Group of which such Match Funding CP Conduit Purchaser is a member is to be allocated and (iii) the portion of such Available CP Funding Amount being allocated to each such CP Tranche. On any Business Day, CRCF the Issuer may, subject to Sections Section 2.7(c) and 7.4), elect to allocate all or any portion of the Available APA Bank Funding Amount with respect to any CP Conduit Purchaser Group to one or more Eurodollar Tranches with Eurodollar Periods commencing on such Business Day by giving the Administrative Agent and the Funding Agent with respect to such CP Conduit Purchaser Group irrevocable written or telephonic (confirmed in writing) notice thereof, which notice must be received by such Funding Agent prior to 1:00 p.m. (P.M., New York City time) , three (3) Business Days prior to such Business Day. Such notice shall specify (i) the applicable Business Day, (ii) the Eurodollar Period for each Eurodollar Tranche to which a portion of the Available APA Bank Funding Amount with respect to such CP Conduit Purchaser Group is to be allocated and (iii) the portion of such Available APA Bank Funding Amount being allocated to each such Eurodollar Tranche. Upon receipt of any such notice, the Funding Agent with respect to a CP Conduit Purchaser Group shall notify the CP Conduit Purchaser and the APA Bank with respect to Banks in such CP Conduit Purchaser Group of the contents of such notice promptly upon receipt thereof.
(c) Notwithstanding anything to the contrary contained in this Section 2.7, (i) (A) each Match Funding CP Conduit Purchaser shall approve the length of each CP Rate Period and the portion of the Available CP Funding Amount with respect to such Match Funding CP Conduit Purchaser allocated to such CP Rate Period, (B) such Match Funding CP Conduit Purchaser may select, in its sole discretion, any new CP Rate Period if (x) CRCF the Issuer does not provide notice of a new CP Rate Period on a timely basis or (y) the Funding Agent with respect to such Match Funding CP Conduit Purchaser, on behalf of such Match Funding CP Conduit Purchaser, determines, in its sole discretion, that the CP Rate Period requested by CRCF the Issuer is unavailable or for any reason commercially undesirable and (C) the portion of the Available CP Funding Amount with respect to such Match Funding CP Conduit Purchaser allocable to each CP Tranche must be in an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof and (ii) (A) the portion of the Available APA Bank Funding Amount with respect to any CP Conduit Purchaser Group allocable to each Eurodollar Tranche must be in an amount equal to $100,000 or an integral multiple of $100,000 in excess thereof, (B) no more than seven (7) 10 Eurodollar Tranches with respect to such CP Conduit Purchaser Group shall be outstanding at any one time, (C) after the occurrence and during the continuance of any Amortization Event or Potential Amortization Event, CRCF the Issuer may not elect to allocate any portion of the Available APA Bank Funding Amount with respect to any CP Conduit Purchaser Group to a Eurodollar Tranche and (D) during the Series 20042010-4 1 Amortization Period, CRCF the Issuer may not select any Eurodollar Period that does not end on or prior to the next succeeding Distribution Payment Date.
(d) On any Business Day, a Match Funding CP Conduit Purchaser may elect that CRCF the Issuer no longer be permitted to select CP Tranches in accordance with Sections 2.7(b) and (c) in respect of the CP Conduit Funded Amount with respect to such CP Conduit Purchaser by giving CRCF the Issuer and the Administrative Agent irrevocable written notice thereof, which notice must be received by CRCF the Issuer and the Administrative Agent at least one Business Day prior to such Business Day. On any Business Day, a Pooled Funding CP Conduit Purchaser may with the prior written consent of the Administrator (which consent shall not be unreasonably withheld) elect thereafter to allow CRCF the Issuer to select CP Tranches in accordance with Sections 2.7(b) and (c) in respect of the CP Conduit Funded Amount with respect to such CP Conduit Purchaser by giving CRCF the Issuer and the Administrative Agent irrevocable written notice thereof, which notice and consent must be received by CRCF the Issuer and the Administrative Agent at least one Business Day prior to such electionBusiness Day. Any CP Conduit Purchaser making an election to change the manner in which its funding costs in respect of its Series 2004-4 Class A Investor Note are allocated in accordance with this Section 2.7(d) will be both a Match Funding CP Conduit Purchaser and a Pooled Funding CP Conduit Purchaser during the period that its Series 2004-4 Class A Investor Note is funded on both a “pooled” and “match funded” basis and its Class A Monthly Funding Costs during that period will be calculated accordingly.
(e) CRCF The Indenture Trustee (acting at the written direction of the Administrator upon which the Indenture Trustee may conclusively rely) shall pay with funds available distribute pursuant to Section 3.3(a) 5A.5(b), from amounts deposited in the Series 2010-1 Distribution Account pursuant to Section 5A.4(c), to the Administrative Agent, for the account of each Purchaser Group, on each Distribution Payment Date, a commitment fee with respect to the Series 2004-4 Interest Period ending on the day preceding such Distribution Date (the “Commitment Fee”) in an amount equal to the sum for each day during the period from and including the preceding Payment Date (or, in the case of the initial Payment Date, the Series 20042010-4 1 Closing Date Date) to and including the earlier of the Expiry Date with respect to such Purchaser Group at and the day preceding such Payment Date of the product of (i) the Commitment Fee Rate times (ii) (A) in the case of a CP Conduit Purchaser Group, 102% of the average daily Commitment Amount with respect to such Purchaser Group during such Series 2004-4 Interest Period less excess, if any, of the average daily Class A Maximum Purchaser Group Invested Amount with respect to such CP Conduit Purchaser Group during over the Purchaser Group Invested Amount with respect to such Series 2004CP Conduit Purchaser Group on such day or (B) in the case of a Non-4 Interest Period. The Commitment Fees Conduit Purchaser Group, the excess, if any, of the Class A Maximum Purchaser Group Invested Amount with respect to such Non-Conduit Purchaser Group over the Purchaser Group Invested Amount with respect to such Non-Conduit Purchaser Group on such day divided by (iii) 360; provided, however, that no Defaulting Purchaser Group shall be payable monthly in arrears on each Distribution Dateentitled to receive any Commitment Fee.
(f) Calculations of per annum rates under this Indenture Supplement shall be made on the basis of a 360- (or 365-/366- 365-/366-, in the case of interest on the Floating Tranche based on the Prime Rate) day year. Calculations of Commitment Fees shall be made on the basis of a 360-dayday year. Each determination of the Adjusted LIBO Rate or LIBO Rate by the Administrative Agent shall be conclusive and binding upon each of the parties hereto in the absence of manifest error. Each determination of One-Month LIBOR by the Calculation Agent shall be conclusive and binding upon each of the parties hereto in the absence of manifest error.
Appears in 1 contract
Samples: Indenture Supplement (PHH Corp)
Interest Fees. (a) Interest shall be payable on the Series 20042010-4 6 Notes on each Distribution Date pursuant to Section 3.3.
(b) On any Business Day, CRCF ABRCF may, subject to Section 2.7(c), elect to allocate all or any portion of the Available CP Funding Amount with respect to any Match Funding CP Conduit Purchaser, to one or more CP Tranches with CP Rate Periods commencing on such Business Day by giving the Administrative Agent and the Funding Agent with respect to such Match Funding CP Conduit Purchaser irrevocable written or telephonic (confirmed in writing) notice thereof, which notice must be received by such Funding Agent prior to 3:00 p.m. (New York City time) on the second Business Day prior to such Business Day. Such notice shall specify (i) the applicable Business Day, (ii) the CP Rate Period for each CP Tranche to which a portion of the Available CP Funding Amount with respect to such CP Conduit Purchaser Group is to be allocated and (iii) the portion of such Available CP Funding Amount being allocated to each such CP Tranche. On any Business Day, CRCF ABRCF may, subject to Sections 2.7(c) and 7.4, elect to allocate all or any portion of the Available APA Bank Funding Funded Amount with respect to any CP Conduit Purchaser Group to one or more Eurodollar Tranches with Eurodollar Periods commencing on such Business Day the SOFR Tranche by giving the Administrative Agent and the Funding Agent with respect to such CP Conduit Purchaser Group irrevocable written or telephonic (confirmed in writing) notice thereof, which notice must be received by such Funding Agent prior to 1:00 p.m. (New York City time) three (3) Business Days prior to such Business Day. Such notice shall specify (i) the applicable Business Day, and (ii) the Eurodollar Period for each Eurodollar Tranche to which a portion of the Available APA Bank Funding Amount with respect to such Purchaser Group is to be allocated and (iii) the portion of such Available APA Bank Funding Funded Amount being allocated to each such Eurodollar the SOFR Tranche. Upon receipt of any such notice, the Funding Agent with respect to a CP Conduit Purchaser Group shall notify the CP Conduit Purchaser and the APA Bank with respect to such CP Conduit Purchaser Group of the contents of such notice promptly upon receipt thereof.
(c) Notwithstanding anything to the contrary contained in this Section 2.7, (i) (A) each Match Funding CP Conduit Purchaser shall approve the length of each CP Rate Period and the portion of the Available CP Funding Amount with respect to such Match Funding CP Conduit Purchaser allocated to such CP Rate Period, (B) such Match Funding CP Conduit Purchaser may select, in its sole discretion, any new CP Rate Period if (x) CRCF ABRCF does not provide notice of a new CP Rate Period on a timely basis or (y) the Funding Agent with respect to such Match Funding CP Conduit Purchaser, on behalf of such Match Funding CP Conduit Purchaser, determines, in its sole discretion, that the CP Rate Period requested by CRCF ABRCF is unavailable or for any reason commercially undesirable and (C) the portion of the Available CP Funding Amount with respect to such Match Funding CP Conduit Purchaser allocable to each CP Tranche must be in an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof and (ii) (A) the portion of the Available APA Bank Funding Amount with respect to any Purchaser Group allocable to each Eurodollar Tranche must be in an amount equal to $100,000 or an integral multiple of $100,000 in excess thereof, (B) no more than seven (7) Eurodollar Tranches with respect to such Purchaser Group shall be outstanding at any one time, (C) after the occurrence and during the continuance of any Amortization Event or Potential Amortization Event, CRCF ABRCF may not elect to allocate any portion of the Available APA Bank Funding Funded Amount with respect to any CP Conduit Purchaser Group to a Eurodollar Tranche and (D) during the Series 2004-4 Amortization Period, CRCF may not select any Eurodollar Period that does not end on or prior to the next succeeding Distribution DateSOFR Tranche.
(d) On any Business Day, a Match Funding CP Conduit Purchaser may elect that CRCF ABRCF no longer be permitted to select CP Tranches in accordance with Sections 2.7(b) and (c) in respect of the CP Conduit Funded Amount with respect to such CP Conduit Purchaser by giving CRCF ABRCF and the Administrative Agent irrevocable written notice thereof, which notice must be received by CRCF ABRCF and the Administrative Agent at least one Business Day prior to such Business Day. On any Business Day, a Pooled Funding CP Conduit Purchaser may with the prior written consent of the Administrator (which consent shall not be unreasonably withheld) elect thereafter to allow CRCF ABRCF to select CP Tranches in accordance with Sections 2.7(b) and (c) in respect of the CP Conduit Funded Amount with respect to such CP Conduit Purchaser by giving CRCF ABRCF and the Administrative Agent irrevocable written notice thereof, which notice and consent must be received by CRCF ABRCF and the Administrative Agent at least one Business Day prior to such election. Any CP Conduit Purchaser making an election to change the manner in which its funding costs in respect of its Series 2004-4 Class A Note or Class B Note are allocated in accordance with this Section 2.7(d) will be both a Match Funding CP Conduit Purchaser and a Pooled Funding CP Conduit Purchaser during the period that its Series 2004-4 Class A Note or Class B Note is funded on both a “pooled” and “match funded” basis and its Monthly Funding Costs during that period will be calculated accordingly.
(e) CRCF ABRCF shall pay with funds available pursuant to Section 3.3(a) to the Administrative Agent, for the account of each Purchaser Group, on each Distribution Date, (i) a commitment fee with respect to the Series 20042010-4 6 Interest Period ending on the day preceding such Distribution Date (the “Class A Commitment Fee”) during the period from the Series 20042010-4 6 Closing Date to and including the Expiry Date with respect to such Purchaser Group at equal to the product of (x) the Class A Commitment Fee Rate with respect to such Purchaser Group as of the last day of such Series 2010-6 Interest Period and (y) the excess of (i) the average daily Commitment Amount with respect to the Class A Notes with respect to such Purchaser Group during such Series 20042010-4 6 Interest Period less over (ii) the average daily Class A Purchaser Group Invested Amount with respect to such Purchaser Group during such Series 20042010-4 6 Interest Period and (ii) a commitment fee with respect to the Series 2010-6 Interest Period ending on the day preceding such Distribution Date (the “Class B Commitment Fee”) during the period from the Series 2010-6 Closing Date to and including the Expiry Date with respect to such Purchaser Group equal to the product of (x) the Class B Commitment Fee Rate with respect to such Purchaser Group as of the last day of such Series 2010-6 Interest Period and (y) the excess of (i) the average daily Commitment Amount with respect to the Class B Notes with respect to such Purchaser Group during such Series 2010-6 Interest Period over (ii) the average daily Class B Purchaser Group Invested Amount with respect to such Purchaser Group during such Series 2010-6 Interest Period. The Class A Commitment Fees and the Class B Commitment Fees shall be payable monthly in arrears on each Distribution Date and shall be considered interest on the Series 2010-6 Notes for purposes of calculating the Accrued Amounts with respect to the Series 2010-6 Notes.
(f) ABRCF shall pay with funds available pursuant to Section 3.3(g) to the Administrative Agent, for the account of each Purchaser Group, on each Distribution Date, the Contingent Monthly Funding Costs with respect to each Purchaser Group for the related Series 2010-6 Interest Period. The Contingent Monthly Funding Costs shall be payable monthly in arrears on each Distribution Date.
(fg) Calculations With respect to the Class A Notes and the Class B Notes, calculations of per annum rates (including Daily Simple SOFR) under this Supplement shall be made on the basis of a 360- (or 365-/366- in the case of interest on the Floating Tranche based on the Prime Rate) day year. With respect to the Class R Notes, calculations of per annum rates under this Supplement shall be made on the basis of a 360-day year consisting of twelve 30-day months. Calculations of Class A Commitment Fees and Class B Commitment Fees shall be made on the basis of a 360-day year. Each determination of the Alternate Base Rate or Daily Simple SOFR by the Administrative Agent or by any Funding Agent or Non-Conduit Purchaser shall be conclusive and binding upon each of the parties hereto in the absence of manifest error.
(h) On any date prior to the occurrence of an Amortization Event on which more than 50% of the sum of the Class A Invested Amount and the Class B Invested Amount as of such date is funded by one or more APA Banks, each Non-Conduit Purchaser may elect, in its sole discretion, by delivering written notice to ABRCF, the Administrator and the Administrative Agent (a “Pricing Increase Notice”), to have the Monthly Funding Costs with respect to such Non-Conduit Purchaser calculated for each day of a Series 2010-6 Interest Period that more than 50% of the sum of the Class A Invested Amount and the Class B Invested Amount is funded by one or more APA Banks at a rate per annum equal to the sum of (A) Adjusted Daily Simple SOFR with respect to such day and (B) the Class A Applicable Margin or Class B Applicable Margin, as applicable, with respect to the SOFR Tranche on such day (rather than Adjusted Daily Simple SOFR with respect to such day and the Program Fee Rate on such day). At any time following delivery of a Pricing Increase Notice by a Non-Conduit Purchaser, such Non-Conduit Purchaser may, in its sole discretion, rescind such election by delivering written notice thereof to ABRCF and the Administrative Agent (a “Pricing Increase Rescission”).
Appears in 1 contract
Samples: Fifth Amended and Restated Series 2010 6 Supplement (Avis Budget Group, Inc.)
Interest Fees. (a) Interest shall be payable on the Series 20042015-4 3 Notes on each Distribution Date pursuant to Section 3.3.
(b) On any Business Day, CRCF ABRCF may, subject to Section 2.7(c), elect to allocate all or any portion of the Available CP Funding Amount with respect to any Match Funding CP Conduit Purchaser, to one or more CP Tranches with CP Rate Periods commencing on such Business Day by giving the Administrative Agent and the Funding Agent with respect to such Match Funding CP Conduit Purchaser irrevocable written or telephonic (confirmed in writing) notice thereof, which notice must be received by such Funding Agent prior to 3:00 p.m. (New York City time) on the second Business Day prior to such Business Day. Such notice shall specify (i) the applicable Business Day, (ii) the CP Rate Period for each CP Tranche to which a portion of the Available CP Funding Amount with respect to such CP Conduit Purchaser Group is to be allocated and (iii) the portion of such Available CP Funding Amount being allocated to each such CP Tranche. On any Business Day, CRCF ABRCF may, subject to Sections 2.7(c) and 7.4, elect to allocate all or any portion of the Available APA Bank Funding Amount with respect to any CP Conduit Purchaser Group to one or more Eurodollar Tranches with Eurodollar Periods commencing on such Business Day by giving the Administrative Agent and the Funding Agent with respect to such CP Conduit Purchaser Group irrevocable written or telephonic (confirmed in writing) notice thereof, which notice must be received by such Funding Agent prior to 1:00 p.m. (New York City time) three (3) Business Days prior to such Business Day. Such notice shall specify (i) the applicable Business Day, (ii) the Eurodollar Period for each Eurodollar Tranche to which a portion of the Available APA Bank Funding Amount with respect to such CP Conduit Purchaser Group is to be allocated and (iii) the portion of such Available APA Bank Funding Amount being allocated to each such Eurodollar Tranche. Upon receipt of any such notice, the Funding Agent with respect to a CP Conduit Purchaser Group shall notify the CP Conduit Purchaser and the APA Bank with respect to such CP Conduit Purchaser Group of the contents of such notice promptly upon receipt thereof.
(c) Notwithstanding anything to the contrary contained in this Section 2.7, (i) (A) each Match Funding CP Conduit Purchaser shall approve the length of each CP Rate Period and the portion of the Available CP Funding Amount with respect to such Match Funding CP Conduit Purchaser allocated to such CP Rate Period, (B) such Match Funding CP Conduit Purchaser may select, in its sole discretion, any new CP Rate Period if (x) CRCF ABRCF does not provide notice of a new CP Rate Period on a timely basis or (y) the Funding Agent with respect to such Match Funding CP Conduit Purchaser, on behalf of such Match Funding CP Conduit Purchaser, determines, in its sole discretion, that the CP Rate Period requested by CRCF ABRCF is unavailable or for any reason commercially undesirable and (C) the portion of the Available CP Funding Amount with respect to such Match Funding CP Conduit Purchaser allocable to each CP Tranche must be in an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof and (ii) (A) the portion Americas 90884077 (2K) 50 of the Available APA Bank Funding Amount with respect to any CP Conduit Purchaser Group allocable to each Eurodollar Tranche must be in an amount equal to $100,000 or an integral multiple of $100,000 in excess thereof, (B) no more than seven (7) 7 Eurodollar Tranches with respect to such CP Conduit Purchaser Group shall be outstanding at any one time, (C) after the occurrence and during the continuance of any Amortization Event or Potential Amortization Event, CRCF ABRCF may not elect to allocate any portion of the Available APA Bank Funding Amount with respect to any CP Conduit Purchaser Group to a Eurodollar Tranche and (D) during the Series 20042015-4 3 Controlled Amortization Period or the Series 2015-3 Rapid Amortization Period, CRCF ABRCF may not select any Eurodollar Period that does not end on or prior to the next succeeding Distribution Date.
(d) On any Business Day, a Match Funding CP Conduit Purchaser may elect that CRCF ABRCF no longer be permitted to select CP Tranches in accordance with Sections 2.7(b) and (c) in respect of the CP Conduit Funded Amount with respect to such CP Conduit Purchaser by giving CRCF ABRCF and the Administrative Agent irrevocable written notice thereof, which notice must be received by CRCF ABRCF and the Administrative Agent at least one Business Day prior to such Business Day. On any Business Day, a Pooled Funding CP Conduit Purchaser may with the prior written consent of the Administrator (which consent shall not be unreasonably withheld) elect thereafter to allow CRCF ABRCF to select CP Tranches in accordance with Sections 2.7(b) and (c) in respect of the CP Conduit Funded Amount with respect to such CP Conduit Purchaser by giving CRCF ABRCF and the Administrative Agent irrevocable written notice thereof, which notice and consent must be received by CRCF ABRCF and the Administrative Agent at least one Business Day prior to such election. Any CP Conduit Purchaser making an election to change the manner in which its funding costs in respect of its Series 20042015-4 3 Note are allocated in accordance with this Section 2.7(d) will be both a Match Funding CP Conduit Purchaser and a Pooled Funding CP Conduit Purchaser during the period that its Series 20042015-4 3 Note is funded on both a “pooled” and “match funded” basis and its Monthly Funding Costs during that period will be calculated accordingly.
(e) CRCF ABRCF shall pay with funds available pursuant to Section 3.3(a) to the Administrative Agent, for the account of each Purchaser Group, on each Distribution Date, a commitment fee with respect to the Series 20042015-4 3 Interest Period ending on the day preceding such Distribution Date (the “Commitment Fee”) during the period from the Series 20042015-4 3 Closing Date to and including the Expiry Date with respect to such Purchaser Group at the Commitment Fee Rate of the average daily Commitment Amount with respect to such Purchaser Group during such Series 20042015-4 3 Interest Period less the average daily Purchaser Group Invested Amount with respect to such Purchaser Group during such Series 20042015-4 3 Interest Period. The Commitment Fees shall be payable monthly in arrears on each Distribution DateDate and shall be considered interest on the Series 2015-3 Notes for purposes of calculating the Accrued Amounts with respect to the Series 2015-3 Notes.
(f) ABRCF shall pay with funds available pursuant to Section 3.3(g) to the Administrative Agent, for the account of each Purchaser Group, on each Distribution Date, the Contingent Monthly Funding Costs with respect to each Purchaser Group for the related Series 2015-3 Interest Period. The Contingent Monthly Funding Costs shall be payable monthly in arrears on each Distribution Date. Americas 90884077 (2K) 51
(g) Calculations of per annum rates under this Supplement shall be made on the basis of a 360- (or 365-/366- in the case of interest on the Floating Tranche based on the Prime Rate) day year. Calculations of Commitment Fees shall be made on the basis of a 360-day year. Each determination of the Adjusted LIBO Rate or LIBO Rate by the Administrative Agent or by any Non-Conduit Purchaser shall be conclusive and binding upon each of the parties hereto in the absence of manifest error.
(h) On any date prior to the occurrence of an Amortization Event on which more than 50% of the Series 2015-3 Invested Amount as of such date is funded by one or more APA Banks, each Non-Conduit Purchaser may elect, in its sole discretion, by delivering written notice to ABRCF, the Administrator and the Administrative Agent (a “Pricing Increase Notice”), to have the Monthly Funding Costs with respect to such Non-Conduit Purchaser calculated for each day of a Series 2015-3 Interest Period that more than 50% of the Series 2015-3 Invested Amount is funded by one or more APA Banks at a rate per annum equal to the sum of (A) the LIBO Rate with respect to such day and (B) the Applicable Margin with respect to any Eurodollar Tranche on such day (rather than the LIBO Rate with respect to such day and the Program Fee Rate on such day). At any time following delivery of a Pricing Increase Notice by a Non-Conduit Purchaser, such Non-Conduit Purchaser may, in its sole discretion, rescind such election by delivering written notice thereof to ABRCF and the Administrative Agent (a “Pricing Increase Rescission”).
Appears in 1 contract
Interest Fees. (a) Interest shall be payable on the Series 20042001-4 1 Investor Notes on each Distribution Payment Date pursuant to Section 3.3SECTION 5A.4.
(b) On any Business Day, CRCF the Issuer may, subject to Section SECTION 2.7(c), elect to allocate all or any portion of the Available CP Funding Amount with respect to any Match Funding CP Conduit Purchaser, to one or more CP Tranches with CP Rate Periods commencing on such Business Day by giving the Administrative Agent and the Funding Agent with respect to such Match Funding CP Conduit Purchaser irrevocable written or telephonic (confirmed in writing) notice thereof, which notice must be received by such Funding Agent prior to 3:00 p.m. (11:00 A.M., New York City time) on the second , one Business Day prior to such Business Day. Such notice shall specify (i) the applicable Business Day, (ii) the CP Rate Period for each CP Tranche to which a portion of the Available CP Funding Amount with respect to such Purchaser Group is to be allocated and (iii) the portion of such Available CP Funding Amount being allocated to each such CP Tranche. On any Business Day, CRCF the Issuer may, subject to Sections SECTION 2.7(c) and 7.4), elect to allocate all or any portion of the Available APA Bank Funding Amount with respect to any Purchaser Group to one or more Eurodollar Tranches with Eurodollar Periods commencing on such Business Day by giving the Administrative Agent and the Funding Agent with respect to such Purchaser Group irrevocable written or telephonic (confirmed in writing) notice thereof, which notice must be received by such Funding Agent prior to 1:00 p.m. (P.M., New York City time) , three (3) Business Days prior to such Business Day. Such notice shall specify (i) the applicable Business Day, (ii) the Eurodollar Period for each Eurodollar Tranche to which a portion of the Available APA Bank Funding Amount with respect to such Purchaser Group is to be allocated and (iii) the portion of such Available APA Bank Funding Amount being allocated to each such Eurodollar Tranche. Upon receipt of any such notice, the The Funding Agent with respect to a Purchaser Group shall notify the CP Conduit Purchaser and the APA Bank Banks with respect to such Purchaser Group of the contents of such notice promptly upon receipt thereof.
(c) Notwithstanding anything to the contrary contained in this Section SECTION 2.7, (i) (A) each Match Funding CP Conduit Purchaser shall approve the length of each CP Rate Period and the portion of the Available CP Funding Amount with respect to such Match Funding CP Conduit Purchaser allocated to such CP Rate Period, (B) such Match Funding CP Conduit Purchaser may select, in its sole discretion, any new CP Rate Period if (x) CRCF the Issuer does not provide notice of a new CP Rate Period on a timely basis or (y) the Funding Agent with respect to such Match Funding CP Conduit Purchaser, on behalf of such Match Funding CP Conduit Purchaser, determines, in its sole discretion, that the CP Rate Period requested by CRCF the Issuer is unavailable or for any reason commercially undesirable and (C) the portion of the Available CP Funding Amount with respect to such Match Funding CP Conduit Purchaser allocable to each CP Tranche must be in an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof and (ii) (A) the portion of the Available APA Bank Funding Amount with respect to any Purchaser Group allocable to each Eurodollar Tranche must be in an amount equal to $100,000 or an integral multiple of $100,000 in excess thereof, (B) no more than seven (7) 10 Eurodollar Tranches with respect to such Purchaser Group shall be outstanding at any one time, (C) after the occurrence and during the continuance of any Amortization Event or Potential Amortization Event, CRCF may not elect to allocate any portion of the Available APA Bank Funding Amount with respect to any Purchaser Group to a Eurodollar Tranche and (D) during the Series 2004-4 Amortization Period, CRCF may not select any Eurodollar Period that does not end on or prior to the next succeeding Distribution Date.
(d) On any Business Day, a Match Funding CP Conduit Purchaser may elect that CRCF no longer be permitted to select CP Tranches in accordance with Sections 2.7(b) and (c) in respect of the CP Conduit Funded Amount with respect to such CP Conduit Purchaser by giving CRCF and the Administrative Agent irrevocable written notice thereof, which notice must be received by CRCF and the Administrative Agent at least one Business Day prior to such Business Day. On any Business Day, a Pooled Funding CP Conduit Purchaser may with the prior written consent of the Administrator (which consent shall not be unreasonably withheld) elect thereafter to allow CRCF to select CP Tranches in accordance with Sections 2.7(b) and (c) in respect of the CP Conduit Funded Amount with respect to such CP Conduit Purchaser by giving CRCF and the Administrative Agent irrevocable written notice thereof, which notice and consent must be received by CRCF and the Administrative Agent at least one Business Day prior to such election. Any CP Conduit Purchaser making an election to change the manner in which its funding costs in respect of its Series 2004-4 Note are allocated in accordance with this Section 2.7(d) will be both a Match Funding CP Conduit Purchaser and a Pooled Funding CP Conduit Purchaser during the period that its Series 2004-4 Note is funded on both a “pooled” and “match funded” basis and its Monthly Funding Costs during that period will be calculated accordingly.
(e) CRCF shall pay with funds available pursuant to Section 3.3(a) to the Administrative Agent, for the account of each Purchaser Group, on each Distribution Date, a commitment fee with respect to the Series 2004-4 Interest Period ending on the day preceding such Distribution Date (the “Commitment Fee”) during the period from the Series 2004-4 Closing Date to and including the Expiry Date with respect to such Purchaser Group at the Commitment Fee Rate of the average daily Commitment Amount with respect to such Purchaser Group during such Series 2004-4 Interest Period less the average daily Purchaser Group Invested Amount with respect to such Purchaser Group during such Series 2004-4 Interest Period. The Commitment Fees shall be payable monthly in arrears on each Distribution Date.
(f) Calculations of per annum rates under this Supplement shall be made on the basis of a 360- (or 365-/366- in the case of interest on the Floating Tranche based on the Prime Rate) day year. Calculations of Commitment Fees shall be made on the basis of a 360-dayTranches
Appears in 1 contract
Samples: Indenture Supplement (Goodyear Tire & Rubber Co /Oh/)
Interest Fees. (a) Interest shall be payable on the Series 20042008-4 1 Notes on each Distribution Date pursuant to Section 3.3.
(b) On any Business Day, CRCF ABRCF may, subject to Section 2.7(c), elect to allocate all or any portion of the Available CP Funding Amount with respect to any Match Funding CP Conduit Purchaser, to one or more CP Tranches with CP Rate Periods commencing on such Business Day by giving the Administrative Agent and the Funding Agent with respect to such Match Funding CP Conduit Purchaser irrevocable written or telephonic (confirmed in writing) notice thereof, which notice must be received by such Funding Agent prior to 3:00 p.m. (New York City time) on the second Business Day prior to such Business Day. Such notice shall specify (i) the applicable Business Day, (ii) the CP Rate Period for each CP Tranche to which a portion of the Available CP Funding Amount with respect to such Purchaser Group is to be allocated and (iii) the portion of such Available CP Funding Amount being allocated to each such CP Tranche. On any Business Day, CRCF ABRCF may, subject to Sections 2.7(c) and 7.4, elect to allocate all or any portion of the Available APA Bank Funding Amount with respect to any Purchaser Group to one or more Eurodollar Tranches with Eurodollar Periods commencing on such Business Day by giving the Administrative Agent and the Funding Agent with respect to such Purchaser Group irrevocable written or telephonic (confirmed in writing) notice thereof, which notice must be received by such Funding Agent prior to 1:00 p.m. (New York City time) three (3) Business Days prior to such Business Day. Such notice shall specify (i) the applicable Business Day, (ii) the Eurodollar Period for each Eurodollar Tranche to which a portion of the Available APA Bank Funding Amount with respect to such Purchaser Group is to be allocated and (iii) the portion of such Available APA Bank Funding Amount being allocated to each such Eurodollar Tranche. Upon receipt of any such notice, the Funding Agent with respect to a Purchaser Group shall notify the CP Conduit Purchaser and the APA Bank with respect to such Purchaser Group of the contents of such notice promptly upon receipt thereof.
(c) Notwithstanding anything to the contrary contained in this Section 2.7, (i) (A) each Match Funding CP Conduit Purchaser shall approve the length of each CP Rate Period and the portion of the Available CP Funding Amount with respect to such Match Funding CP Conduit Purchaser allocated to such CP Rate Period, (B) such Match Funding CP Conduit Purchaser may select, in its sole discretion, any new CP Rate Period if (x) CRCF ABRCF does not provide notice of a new CP Rate Period on a timely basis or (y) the Funding Agent with respect to such Match Funding CP Conduit Purchaser, on behalf of such Match Funding CP Conduit Purchaser, determines, in its sole discretion, that the CP Rate Period requested by CRCF ABRCF is unavailable or for any reason commercially undesirable and (C) the portion of the Available CP Funding Amount with respect to such Match Funding CP Conduit Purchaser allocable to each CP Tranche must be in an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof and (ii) (A) the portion of the Available APA Bank Funding Amount with respect to any Purchaser Group allocable to each Eurodollar Tranche must be in an amount equal to $100,000 or an integral multiple of $100,000 in excess thereof, (B) no more than seven (7) 7 Eurodollar Tranches with respect to such Purchaser Group shall be outstanding at any one time, (C) after the occurrence and during the continuance of any Amortization Event or Potential Amortization Event, CRCF ABRCF may not elect to allocate any portion of the Available APA Bank Funding Amount with respect to any Purchaser Group to a Eurodollar Tranche and (D) during the Series 20042008-4 1 Amortization Period, CRCF ABRCF may not select any Eurodollar Period that does not end on or prior to the next succeeding Distribution Date.
(d) On any Business Day, a Match Funding CP Conduit Purchaser may elect that CRCF ABRCF no longer be permitted to select CP Tranches in accordance with Sections 2.7(b) and (c) in respect of the CP Conduit Funded Amount with respect to such CP Conduit Purchaser by giving CRCF ABRCF and the Administrative Agent irrevocable written notice thereof, which notice must be received by CRCF ABRCF and the Administrative Agent at least one Business Day prior to such Business Day. On any Business Day, a Pooled Funding CP Conduit Purchaser may with the prior written consent of the Administrator (which consent shall not be unreasonably withheld) elect thereafter to allow CRCF ABRCF to select CP Tranches in accordance with Sections 2.7(b) and (c) in respect of the CP Conduit Funded Amount with respect to such CP Conduit Purchaser by giving CRCF ABRCF and the Administrative Agent irrevocable written notice thereof, which notice and consent must be received by CRCF ABRCF and the Administrative Agent at least one Business Day prior to such election. Any CP Conduit Purchaser making an election to change the manner in which its funding costs in respect of its Series 20042008-4 1 Note are allocated in accordance with this Section 2.7(d) will be both a Match Funding CP Conduit Purchaser and a Pooled Funding CP Conduit Purchaser during the period that its Series 20042008-4 1 Note is funded on both a “pooled” and “match funded” basis and its Monthly Funding Costs during that period will be calculated accordingly.
(e) CRCF ABRCF shall pay with funds available pursuant to Section 3.3(a) to the Administrative Administrative Agent, for the account of each Purchaser Group, on each Distribution Date, a commitment fee with respect to the Series 20042008-4 1 Interest Period ending on the day preceding such Distribution Date (the “Commitment Fee”) during the period from the Series 20042008-4 1 Closing Date to and including the Expiry Date with respect to such Purchaser Group at the Commitment Fee Rate of the average daily Commitment Amount with respect to such Purchaser Group during such Series 20042008-4 1 Interest Period less the average average daily Purchaser Group Invested Amount with respect to such Purchaser Group during such Series 20042008-4 1 Interest Period. The Commitment Fees shall be payable monthly in arrears on each Distribution Date.
(f) Calculations of per annum rates under this Supplement shall be made on the basis of a 360- (or 365-/366- in the case of interest on the Floating Tranche based on the Prime Rate) day year. Calculations of Commitment Fees shall be made on the basis of a 360-dayday year. Each determination of the Adjusted LIBOR Rate by the Administrative Agent shall be conclusive and binding upon each of the parties hereto in the absence of manifest error.
Appears in 1 contract
Interest Fees. (a) The Company shall pay to the Administrative Agent for the ratable benefit of the Lenders interest on the outstanding principal amount of each Advance made by the Lenders, for the period commencing on the date of such Advance until such Advance is paid in full, at the following rate per annum:
(i) if such Advance is a Prime Advance, a rate per annum equal to the Prime Rate (as in effect from time to time) plus the Applicable Margin; and Accrued interest on each Advance shall be paid in arrears on the Interest Payment Dates. Notwithstanding the foregoing, interest that is payable at the Post-Default Rate shall be payable from time to time on demand of the Series 2004-4 Notes on each Distribution Date pursuant to Section 3.3Administrative Agent or the Required Lenders.
(b) On any Business DayAnything herein to the contrary notwithstanding, CRCF mayif, subject to Section 2.7(c), elect to allocate all on or any portion of the Available CP Funding Amount with respect to any Match Funding CP Conduit Purchaser, to one or more CP Tranches with CP Rate Periods commencing on such Business Day by giving the Administrative Agent and the Funding Agent with respect to such Match Funding CP Conduit Purchaser irrevocable written or telephonic (confirmed in writing) notice thereof, which notice must be received by such Funding Agent prior to 3:00 p.m. the determination of an interest rate for any LIBOR Advance for any Interest Period therefor, any Lender reasonably determines (New York City time) on the second Business Day prior to such Business Day. Such notice which determination shall specify be conclusive absent manifest error):
(i) by reason of any event affecting the applicable Business Daymoney markets in the United States of America or the London interbank market, quotations of interest rates for the relevant deposits are not being provided in the relevant amounts or for the relevant maturities for purposes of determining the rate of interest for such LIBOR Advances under this Agreement; or
(ii) the CP Rate Period rates of interest referred to in the definition of "LIBOR Base Rate" in Section 1.1 hereof upon the basis of which the rate of interest on any LIBOR Advance for each CP Tranche such period is determined, do not accurately reflect the cost to which a portion such Lender of making or maintaining such LIBOR Advance for such period, then, in addition to the Lender's rights under Sections 2.11 and 3.2, such Lender shall give the Company and the Administrative prompt notice thereof (and shall thereafter give the Company prompt notice of the Available CP Funding Amount with respect to such Purchaser Group is to be allocated and (iii) the portion cessation, if any, of such Available CP Funding Amount being allocated condition), and so long as such condition remains in effect, such Lender shall be under no obligation to each such CP Tranche. On any Business Daymake LIBOR Advances or to convert Prime Advances into LIBOR Advances pursuant to subsection 2.2(a) or Section 2.8 hereof and the Company shall, CRCF may, subject to Sections 2.7(con the last day(s) and 7.4, elect to allocate all or any portion of the Available APA Bank Funding Amount then current Interest Period(s) for the outstanding LIBOR Advances either prepay such LIBOR Advances in accordance with respect to any Purchaser Group to one subsection 2.5(b) hereof or more Eurodollar Tranches with Eurodollar Periods commencing on convert such Business Day by giving the Administrative Agent and the Funding Agent with respect to such Purchaser Group irrevocable written or telephonic (confirmed in writing) notice thereof, which notice must be received by such Funding Agent prior to 1:00 p.m. (New York City time) three (3) Business Days prior to such Business Day. Such notice shall specify (i) the applicable Business Day, (ii) the Eurodollar Period for each Eurodollar Tranche to which a portion of the Available APA Bank Funding Amount with respect to such Purchaser Group is to be allocated and (iii) the portion of such Available APA Bank Funding Amount being allocated to each such Eurodollar Tranche. Upon receipt of any such notice, the Funding Agent with respect to a Purchaser Group shall notify the CP Conduit Purchaser and the APA Bank with respect to such Purchaser Group of the contents of such notice promptly upon receipt thereofLIBOR Advances into Prime Advances.
(c) Notwithstanding anything Without prejudice to the contrary contained provisions of Section 11.2 hereof, in this Section 2.7, (i) (A) each Match Funding CP Conduit Purchaser shall approve the length event of each CP Rate Period and default by the portion Company in payment of any principal amount of the Available CP Funding Amount with respect Advances or interest thereon when due (whether at the stated maturity, by acceleration or otherwise), the Company shall pay to the Lenders interest on such Match Funding CP Conduit Purchaser allocated to such CP Rate Period, (B) such Match Funding CP Conduit Purchaser may select, in its sole discretion, any new CP Rate Period if (x) CRCF does not provide notice of a new CP Rate Period on a timely basis or (y) the Funding Agent with respect to such Match Funding CP Conduit Purchaser, on behalf of such Match Funding CP Conduit Purchaser, determines, in its sole discretion, that the CP Rate Period requested by CRCF is unavailable or for any reason commercially undesirable past due and unpaid principal amount and (Cto the extent permitted by applicable law) on such defaulted interest from the portion due date until the date of payment in full (both before as well as after judgment), at the Available CP Funding Amount with respect to such Match Funding CP Conduit Purchaser allocable to each CP Tranche must be in an amount equal to $1,000,000 Post-Default Rate. Each determination of any loss or expense by a Lender or an integral multiple of $100,000 in excess thereof and (iiAgent under this subsection 2.6(c) (A) the portion of the Available APA Bank Funding Amount with respect to any Purchaser Group allocable to each Eurodollar Tranche must be in an amount equal to $100,000 or an integral multiple of $100,000 in excess thereof, (B) no more than seven (7) Eurodollar Tranches with respect to such Purchaser Group shall be outstanding at any one time, (C) after conclusive in the occurrence and during the continuance absence of any Amortization Event or Potential Amortization Event, CRCF may not elect to allocate any portion of the Available APA Bank Funding Amount with respect to any Purchaser Group to a Eurodollar Tranche and (D) during the Series 2004-4 Amortization Period, CRCF may not select any Eurodollar Period that does not end on or prior to the next succeeding Distribution Datemanifest error.
(d) On any Business Day, a Match Funding CP Conduit Purchaser may elect that CRCF no longer be permitted to select CP Tranches in accordance with Sections 2.7(b) and (c) in respect of the CP Conduit Funded Amount with respect to such CP Conduit Purchaser by giving CRCF and the Administrative Agent irrevocable written notice thereof, which notice must be received by CRCF and the Administrative Agent at least one Business Day prior to such Business Day. On any Business Day, a Pooled Funding CP Conduit Purchaser may with the prior written consent of the Administrator (which consent shall not be unreasonably withheld) elect thereafter to allow CRCF to select CP Tranches in accordance with Sections 2.7(b) and (c) in respect of the CP Conduit Funded Amount with respect to such CP Conduit Purchaser by giving CRCF and the Administrative Agent irrevocable written notice thereof, which notice and consent must be received by CRCF and the Administrative Agent at least one Business Day prior to such election. Any CP Conduit Purchaser making an election to change the manner in which its funding costs in respect of its Series 2004-4 Note are allocated in accordance with this Section 2.7(d) will be both a Match Funding CP Conduit Purchaser and a Pooled Funding CP Conduit Purchaser during the period that its Series 2004-4 Note is funded Interest on both a “pooled” and “match funded” basis and its Monthly Funding Costs during that period will be calculated accordingly.
(e) CRCF shall pay with funds available pursuant to Section 3.3(a) to the Administrative Agent, for the account of each Purchaser Group, on each Distribution Date, a commitment fee with respect to the Series 2004-4 Interest Period ending on the day preceding such Distribution Date (the “Commitment Fee”) during the period from the Series 2004-4 Closing Date to and including the Expiry Date with respect to such Purchaser Group at the Commitment Fee Rate of the average daily Commitment Amount with respect to such Purchaser Group during such Series 2004-4 Interest Period less the average daily Purchaser Group Invested Amount with respect to such Purchaser Group during such Series 2004-4 Interest Period. The Commitment Fees all Prime Advances shall be payable monthly in arrears on each Distribution Date.
(f) Calculations of per annum rates under this Supplement shall be made computed on the basis of a 360- year of 365/366 days and actual days elapsed (or 365-/366- including the first day but excluding the last) occurring in the case of period for which payable and interest on the Floating Tranche based on the Prime Rate) day year. Calculations of Commitment Fees all LIBOR Advances shall be made computed on the basis of 360 days
(e) The Company agrees to pay in arrears to the Administrative Agent on behalf of the Lenders on each Semi Annual Date commencing with June 30, 2000 through and including December 31, 2000, and, if earlier, on the date the Obligations are paid in full, a 360-daycommitment fee equal to 0.50% per annum of the average daily unused amount of the Commitments (excluding the Commitments, if any, in respect of the incremental Indebtedness described in clause (e) of the definition of "Permitted Indebtedness", if incurred under this Agreement) in excess of $100,000,000 during the preceding semi annual period. The commitment fees required hereunder shall be computed on the basis of the actual number of days elapsed in a year of 360 days. Additionally, the Company agrees to pay on the Closing Date to the Administrative Agent such other fees as described in the Fee Letter.
Appears in 1 contract
Samples: Master Equipment Financing Agreement (Nextel International Inc)
Interest Fees. (a) Interest shall be payable on the Series 20042010-4 6 Notes on each Distribution Date pursuant to Section 3.3.
(b) On any Business Day, CRCF ABRCF may, subject to Section 2.7(c), elect to allocate all or any portion of the Available CP Funding Amount with respect to any Match Funding CP Conduit Purchaser, to one or more CP Tranches with CP Rate Periods commencing on such Business Day by giving the Administrative Agent and the Funding Agent with respect to such Match Funding CP Conduit Purchaser irrevocable written or telephonic (confirmed in writing) notice thereof, which notice must be received by such Funding Agent prior to 3:00 p.m. (New York City time) on the second Business Day prior to such Business Day. Such notice shall specify (i) the applicable Business Day, (ii) the CP Rate Period for each CP Tranche to which a portion of the Available CP Funding Amount with respect to such CP Conduit Purchaser Group is to be allocated and (iii) the portion of such Available CP Funding Amount being allocated to each such CP Tranche. On any Business Day, CRCF ABRCF may, subject to Sections 2.7(c) and 7.4, elect to allocate all or any portion of the Available APA Bank Funding Amount with respect to any CP Conduit Purchaser Group to one or more Eurodollar Tranches with Eurodollar Periods commencing on such Business Day by giving the Administrative Agent and the Funding Agent with respect to such CP Conduit Purchaser Group irrevocable written or telephonic (confirmed in writing) notice thereof, which notice must be received by such Funding Agent prior to 1:00 p.m. (New York City time) three (3) Business Days prior to such Business Day. Such notice shall specify (i) the applicable Business Day, (ii) the Eurodollar Period for each Eurodollar Tranche to which a portion of the Available APA Bank Funding Amount with respect to such CP Conduit Purchaser Group is to be allocated and (iii) the portion of such Available APA Bank Funding Amount being allocated to each such Eurodollar Tranche. Upon receipt of any such notice, the Funding Agent with respect to a CP Conduit Purchaser Group shall notify the CP Conduit Purchaser and the APA Bank with respect to such CP Conduit Purchaser Group of the contents of such notice promptly upon receipt thereof.
(c) Notwithstanding anything to the contrary contained in this Section 2.7, (i) (A) each Match Funding CP Conduit Purchaser shall approve the length of each CP Rate Period and the portion of the Available CP Funding Amount with respect to such Match Funding CP Conduit Purchaser allocated to such CP Rate Period, (B) such Match Funding CP Conduit Purchaser may select, in its sole discretion, any new CP Rate Period if (x) CRCF ABRCF does not provide notice of a new CP Rate Period on a timely basis or (y) the Funding Agent with respect to such Match Funding CP Conduit Purchaser, on behalf of such Match Funding CP Conduit Purchaser, determines, in its sole discretion, that the CP Rate Period requested by CRCF ABRCF is unavailable or for any reason commercially undesirable and (C) the portion of the Available CP Funding Amount with respect to such Match Funding CP Conduit Purchaser allocable to each CP Tranche must be in an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof and (ii) (A) the portion of the Available APA Bank Funding Amount with respect to any CP Conduit Purchaser Group allocable to each Eurodollar Tranche must be in an amount equal to $100,000 or an integral multiple of $100,000 in excess thereof, (B) no more than seven (7) 7 Eurodollar Tranches with respect to such CP Conduit Purchaser Group shall be outstanding at any one time, (C) after the occurrence and during the continuance of any Amortization Event or Potential Amortization Event, CRCF ABRCF may not elect to allocate any portion of the Available APA Bank Funding Amount with respect to any CP Conduit Purchaser Group to a Eurodollar Tranche and (D) during the Series 20042010-4 6 Controlled Amortization Period or the Series 2010-6 Rapid Amortization Period, CRCF ABRCF may not select any Eurodollar Period that does not end on or prior to the next succeeding Distribution Date.
(d) On any Business Day, a Match Funding CP Conduit Purchaser may elect that CRCF ABRCF no longer be permitted to select CP Tranches in accordance with Sections 2.7(b) and (c) in respect of the CP Conduit Funded Amount with respect to such CP Conduit Purchaser by giving CRCF ABRCF and the Administrative Agent irrevocable written notice thereof, which notice must be received by CRCF ABRCF and the Administrative Agent at least one Business Day prior to such Business Day. On any Business Day, a Pooled Funding CP Conduit Purchaser may with the prior written consent of the Administrator (which consent shall not be unreasonably withheld) elect thereafter to allow CRCF ABRCF to select CP Tranches in accordance with Sections 2.7(b) and (c) in respect of the CP Conduit Funded Amount with respect to such CP Conduit Purchaser by giving CRCF ABRCF and the Administrative Agent irrevocable written notice thereof, which notice and consent must be received by CRCF ABRCF and the Administrative Agent at least one Business Day prior to such election. Any CP Conduit Purchaser making an election to change the manner in which its funding costs in respect of its Series 2004-4 Class A Note are allocated in accordance with this Section 2.7(d) will be both a Match Funding CP Conduit Purchaser and a Pooled Funding CP Conduit Purchaser during the period that its Series 2004-4 Class A Note is funded on both a “pooled” and “match funded” basis and its Monthly Funding Costs during that period will be calculated accordingly.
(e) CRCF ABRCF shall pay with funds available pursuant to Section 3.3(a) to the Administrative Agent, for the account of each Purchaser Group, on each Distribution Date, a commitment fee with respect to the Series 20042010-4 6 Interest Period ending on the day preceding such Distribution Date (the “Commitment Fee”) during the period from the Series 20042010-4 6 Closing Date to and including the Expiry Date with respect to such Purchaser Group at equal to the product of (x) the Commitment Fee Rate with respect to such Purchaser Group as of the last day of such Series 2010-6 Interest Period and (y) the excess of (i) the average daily Commitment Amount with respect to such Purchaser Group during such Series 20042010-4 6 Interest Period less over (ii) the average daily Purchaser Group Invested Amount with respect to such Purchaser Group during such Series 20042010-4 6 Interest Period. The Commitment Fees shall be payable monthly in arrears on each Distribution DateDate and shall be considered interest on the Series 2010-6 Notes for purposes of calculating the Accrued Amounts with respect to the Series 2010-6 Notes.
(f) Calculations ABRCF shall pay with funds available pursuant to Section 3.3(g) to the Administrative Agent, for the account of each Purchaser Group, on each Distribution Date, the Contingent Monthly Funding Costs with respect to each Purchaser Group for the related Series 2010-6 Interest Period. The Contingent Monthly Funding Costs shall be payable monthly in arrears on each Distribution Date.
(g) With respect to the Class A Notes, calculations of per annum rates under this Supplement shall be made on the basis of a 360- (or 365-/366- in the case of interest on the Floating Tranche based on the Prime Rate) day year. With respect to the Class R Notes, calculations of per annum rates under this Supplement shall be made on the basis of a 360-day year consisting of twelve 30-day months. Calculations of Commitment Fees shall be made on the basis of a 360-day year. Each determination of the Adjusted LIBO Rate or LIBO Rate by the Administrative Agent or by any Non-Conduit Purchaser shall be conclusive and binding upon each of the parties hereto in the absence of manifest error.
(h) On any date prior to the occurrence of an Amortization Event on which more than 50% of the Class A Invested Amount as of such date is funded by one or more APA Banks, each Non-Conduit Purchaser may elect, in its sole discretion, by delivering written notice to ABRCF, the Administrator and the Administrative Agent (a “Pricing Increase Notice”), to have the Monthly Funding Costs with respect to such Non-Conduit Purchaser calculated for each day of a Series 2010-6 Interest Period that more than 50% of the Class A Invested Amount is funded by one or more APA Banks at a rate per annum equal to the sum of (A) the LIBO Rate with respect to such day and (B) the Applicable Margin with respect to any Eurodollar Tranche on such day (rather than the LIBO Rate with respect to such day and the Program Fee Rate on such day). At any time following delivery of a Pricing Increase Notice by a Non-Conduit Purchaser, such Non-Conduit Purchaser may, in its sole discretion, rescind such election by delivering written notice thereof to ABRCF and the Administrative Agent (a “Pricing Increase Rescission”).
Appears in 1 contract
Samples: Third Amended and Restated Series 2010 6 Supplement (Avis Budget Group, Inc.)
Interest Fees. (a) Interest shall be payable on the Series 2004-4 Notes VFC Certificates on each Distribution Date pursuant to Section 3.3subsection 3A.6(a).
(b) On any Business Day, CRCF may, subject The Trustee (acting at the written direction of the Servicer upon which the Trustee may conclusively rely) shall distribute pursuant to Section 2.7(csubsection 3A.6(b), elect to allocate all or any portion of from amounts on deposit in the Available CP Funding Amount with respect to any Match Funding CP Conduit PurchaserSeries 1998-2 Non-Principal Collection Sub-subaccount, to one or more CP Tranches with CP Rate Periods commencing on such Business Day by giving the Administrative Agent and the Funding Agent with respect to such Match Funding CP Conduit Purchaser irrevocable written or telephonic (confirmed in writing) notice thereof, which notice must be received by such Funding Agent prior to 3:00 p.m. (New York City time) on the second Business Day prior to such Business Day. Such notice shall specify (i) the applicable Business Day, (ii) the CP Rate Period for each CP Tranche to which a portion of the Available CP Funding Amount with respect to such Purchaser Group is to be allocated and (iii) the portion of such Available CP Funding Amount being allocated to each such CP Tranche. On any Business Day, CRCF may, subject to Sections 2.7(c) and 7.4, elect to allocate all or any portion of the Available APA Bank Funding Amount with respect to any Purchaser Group to one or more Eurodollar Tranches with Eurodollar Periods commencing on such Business Day by giving the Administrative Agent and the Funding Agent with respect to such Purchaser Group irrevocable written or telephonic (confirmed in writing) notice thereof, which notice must be received by such Funding Agent prior to 1:00 p.m. (New York City time) three (3) Business Days prior to such Business Day. Such notice shall specify (i) the applicable Business Day, (ii) the Eurodollar Period for each Eurodollar Tranche to which a portion of the Available APA Bank Funding Amount with respect to such Purchaser Group is to be allocated and (iii) the portion of such Available APA Bank Funding Amount being allocated to each such Eurodollar Tranche. Upon receipt of any such notice, the Funding Agent with respect to a Purchaser Group shall notify the CP Conduit Purchaser and the APA Bank with respect to such Purchaser Group of the contents of such notice promptly upon receipt thereof.
(c) Notwithstanding anything to the contrary contained in this Section 2.7, (i) (A) each Match Funding CP Conduit Purchaser shall approve the length of each CP Rate Period and the portion of the Available CP Funding Amount with respect to such Match Funding CP Conduit Purchaser allocated to such CP Rate Period, (B) such Match Funding CP Conduit Purchaser may select, in its sole discretion, any new CP Rate Period if (x) CRCF does not provide notice of a new CP Rate Period on a timely basis or (y) the Funding Agent with respect to such Match Funding CP Conduit Purchaser, on behalf of such Match Funding CP Conduit Purchaser, determines, in its sole discretion, that the CP Rate Period requested by CRCF is unavailable or for any reason commercially undesirable and (C) the portion of the Available CP Funding Amount with respect to such Match Funding CP Conduit Purchaser allocable to each CP Tranche must be in an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof and (ii) (A) the portion of the Available APA Bank Funding Amount with respect to any Purchaser Group allocable to each Eurodollar Tranche must be in an amount equal to $100,000 or an integral multiple of $100,000 in excess thereof, (B) no more than seven (7) Eurodollar Tranches with respect to such Purchaser Group shall be outstanding at any one time, (C) after the occurrence and during the continuance of any Amortization Event or Potential Amortization Event, CRCF may not elect to allocate any portion of the Available APA Bank Funding Amount with respect to any Purchaser Group to a Eurodollar Tranche and (D) during the Series 2004-4 Amortization Period, CRCF may not select any Eurodollar Period that does not end on or prior to the next succeeding Distribution Date.
(d) On any Business Day, a Match Funding CP Conduit Purchaser may elect that CRCF no longer be permitted to select CP Tranches in accordance with Sections 2.7(b) and (c) in respect of the CP Conduit Funded Amount with respect to such CP Conduit Purchaser by giving CRCF and the Administrative Agent irrevocable written notice thereof, which notice must be received by CRCF and the Administrative Agent at least one Business Day prior to such Business Day. On any Business Day, a Pooled Funding CP Conduit Purchaser may with the prior written consent of the Administrator (which consent shall not be unreasonably withheld) elect thereafter to allow CRCF to select CP Tranches in accordance with Sections 2.7(b) and (c) in respect of the CP Conduit Funded Amount with respect to such CP Conduit Purchaser by giving CRCF and the Administrative Agent irrevocable written notice thereof, which notice and consent must be received by CRCF and the Administrative Agent at least one Business Day prior to such election. Any CP Conduit Purchaser making an election to change the manner in which its funding costs in respect of its Series 2004-4 Note are allocated in accordance with this Section 2.7(d) will be both a Match Funding CP Conduit Purchaser and a Pooled Funding CP Conduit Purchaser during the period that its Series 2004-4 Note is funded on both a “pooled” and “match funded” basis and its Monthly Funding Costs during that period will be calculated accordingly.
(e) CRCF shall pay with funds available pursuant to Section 3.3(a) to the Administrative Agent, for the PRO RATA account of each Purchaser Groupthe APA Banks in accordance with their respective Commitment Percentages, on each Distribution Date, a commitment fee with respect to the Series 2004-4 Interest each Accrual Period ending on the day preceding such Distribution Date date (the “Commitment Fee”"COMMITMENT FEE") (i) during the period from the Series 20041998-4 Closing Date to and including the Expiry Date with respect to such Purchaser Group 2 Revolving Period at the Commitment Fee Rate of the average daily excess of the Aggregate Commitment Amount with respect to such OVER the average aggregate Series 1998-2 Purchaser Group Invested Amounts of the APA Banks during such Accrual Period and (ii) during the Series 20041998-4 Interest 2 Amortization Period less at the Commitment Fee Rate of the average daily Purchaser Group Series 1998-2 Invested Amount with respect to such Purchaser Group during such Accrual Period; PROVIDED HOWEVER, that no Commitment Fee will be payable hereunder for any Accrual Period or portion thereof during the Series 20041998-4 Interest Period2 Amortization Period that commences on or after the APA Bank Purchase Date . The Commitment Fees Fee shall be payable (i) monthly in arrears on each Distribution Date and (ii) on the Commitment Termination Date. To the extent that funds on deposit in the Series 1998-2 Non-Principal Collection Sub-subaccount at any such date are insufficient to pay the Commitment Fee due on such date, the Servicer shall so notify the Company and the Company shall immediately pay the Funding Agent the amount of any such deficiency.
(fc) The Trustee (acting at the written direction of the Servicer upon which the Trustee may conclusively rely) shall distribute pursuant to subsection 3A.6(b), from amounts on deposit in the Series 1998-2 Non-Principal Collection Sub-subaccount, to the Funding Agent, for the account of the Initial Purchaser, on each Distribution Date prior to the APA Bank Purchase Date and on the Distribution Date immediately succeeding the APA Bank Purchase Date, a facility fee (the "FACILITY FEE") with respect to each Accrual Period ending on such date (or, in the case of the Distribution Date immediately succeeding the APA Bank Purchase Date, the period from and including the immediately preceding Distribution Date to but excluding the APA Bank Purchase Date) (i) during the Series 1998-2 Revolving Period, at the Facility Fee Rate of the average daily Aggregate Commitment Amount during such period and (ii) during the Series 1998-2 Amortization Period, at the Facility Fee Rate of the average daily Series 1998-2 Invested Amount during such period. The Facility Fee shall be payable (i) monthly in arrears on each Distribution Date prior to the APA Bank Purchase Date and (ii) on the Distribution Date immediately succeeding the APA Bank Purchase Date. To the extent that funds on deposit in the Series 1998-2 Non-Principal Collection Sub-subaccount at any such date are insufficient to pay the Facility Fee due on such date, the Servicer shall so notify the Company and the Company shall immediately pay the Funding Agent the amount of any such deficiency.
(d) Calculations of per annum rates and fees under this Supplement shall be made on the basis of a 360- (or 365-/366- 365-/366-, in the case of interest on the Floating Tranche based on the Prime RateABR) day yearyear with respect to Commitment Fees, Facility Fees and interest rates. Calculations Each determination of Commitment Fees the Eurodollar Rate by the Funding Agent shall be made on conclusive and binding upon each of the basis parties hereto in the absence of a 360-daymanifest error.
Appears in 1 contract
Interest Fees. (a) Interest shall be payable on the Series 20042002-4 2 Notes on each Distribution Date pursuant to Section 3.3.
(b) On any Business Day, CRCF AFC-II may, subject to Section 2.7(c), elect to allocate all or any portion of the Available CP Funding Amount with respect to any Match Funding CP Conduit Purchaser, to one or more CP Tranches with CP Rate Periods commencing on such Business Day by giving the Administrative Agent and the Funding Agent with respect to such Match Funding CP Conduit Purchaser irrevocable written or telephonic (confirmed in writing) notice thereof, which notice must be received by such Funding Agent prior to 3:00 p.m. (New York City time) on the second Business Day prior to such Business Day. Such notice shall specify (i) the applicable Business Day, (ii) the CP Rate Period for each CP Tranche to which a portion of the Available CP Funding Amount with respect to such Purchaser Group is to be allocated and (iii) the portion of such Available CP Funding Amount being allocated to each such CP Tranche. On any Business Day, CRCF AFC-II may, subject to Sections 2.7(c) and 7.4, elect to allocate all or any portion of the Available APA Bank Funding Amount with respect to any Purchaser Group to one or more Eurodollar Tranches with Eurodollar Periods commencing on such Business Day by giving the Administrative Agent and the Funding Agent with respect to such Purchaser Group irrevocable written or telephonic (confirmed in writing) notice thereof, which notice must be received by such Funding Agent prior to 1:00 p.m. (New York City time) three (3) Business Days prior to such Business Day. Such notice shall specify (i) the applicable Business Day, (ii) the Eurodollar Period for each Eurodollar Tranche to which a portion of the Available APA Bank Funding Amount with respect to such Purchaser Group is to be allocated and (iii) the portion of such Available APA Bank Funding Amount being allocated to each such Eurodollar Tranche. Upon receipt of any such notice, the Funding Agent with respect to a Purchaser Group shall notify the CP Conduit Purchaser and the APA Bank with respect to such Purchaser Group of the contents of such notice promptly upon receipt thereof.
(c) Notwithstanding anything to the contrary contained in this Section 2.7, (i) (A) each Match Funding CP Conduit Purchaser shall approve the length of each CP Rate Period and the portion of the Available CP Funding Amount with respect to such Match Funding CP Conduit Purchaser allocated to such CP Rate Period, (B) such Match Funding CP Conduit Purchaser may select, in its sole discretion, any new CP Rate Period if (x) CRCF AFC-II does not provide notice of a new CP Rate Period on a timely basis or (y) the Funding Agent with respect to such Match Funding CP Conduit Purchaser, on behalf of such Match Funding CP Conduit Purchaser, determines, in its sole discretion, that the CP Rate Period requested by CRCF AFC-II is unavailable or for any reason commercially undesirable and (C) the portion of the Available CP Funding Amount with respect to such Match Funding CP Conduit Purchaser allocable to each CP Tranche must be in an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof and (ii) (A) the portion of the Available APA Bank Funding Amount with respect to any Purchaser Group allocable to each Eurodollar Tranche must be in an amount equal to $100,000 or an integral multiple of $100,000 in excess thereof, (B) no more than seven (7) 7 Eurodollar Tranches with respect to such Purchaser Group shall be outstanding at any one time, (C) after the occurrence and during the continuance of any Amortization Event or Potential Amortization Event, CRCF AFC-II may not elect to allocate any portion of the Available APA Bank Funding Amount with respect to any Purchaser Group to a Eurodollar Tranche and (D) during the Series 20042002-4 2 Amortization Period, CRCF AFC-II may not select any Eurodollar Period that does not end on or prior to the next succeeding Distribution Date.
(d) On any Business Day, a Match Funding CP Conduit Purchaser may elect that CRCF AFC-II no longer be permitted to select CP Tranches in accordance with Sections 2.7(b) and (c) in respect of the CP Conduit Funded Amount with respect to such CP Conduit Purchaser by giving CRCF AFC-II and the Administrative Agent irrevocable written notice thereof, which notice must be received by CRCF AFC-II and the Administrative Agent at least one Business Day prior to such Business Day. On any Business Day, a Pooled Funding CP Conduit Purchaser may with the prior written consent of the Administrator (which consent shall not be unreasonably withheld) elect thereafter to allow CRCF AFC-II to select CP Tranches in accordance with Sections 2.7(b) and (c) in respect of the CP Conduit Funded Amount with respect to such CP Conduit Purchaser by giving CRCF AFC-II and the Administrative Agent irrevocable written notice thereof, which notice and consent must be received by CRCF AFC-II and the Administrative Agent at least one Business Day prior to such election. Any CP Conduit Purchaser making an election to change the manner in which its funding costs in respect of its Series 20042002-4 2 Note are allocated in accordance with this Section 2.7(d) will be both a Match Funding CP Conduit Purchaser and a Pooled Funding CP Conduit Purchaser during the period that its Series 20042002-4 2 Note is funded on both a “"pooled” " and “"match funded” " basis and its Monthly Funding Costs during that period will be calculated accordingly.
(e) CRCF AFC-II shall pay with funds available pursuant to Section 3.3(a) to the Administrative Agent, for the account of each Purchaser Group, on each Distribution Date, a commitment fee with respect to the Series 20042002-4 2 Interest Period ending on the day preceding such Distribution Date (the “Commitment Fee”"COMMITMENT FEE") during the period from the Series 20042002-4 2 Closing Date to and including the Expiry Date with respect to such Purchaser Group at the -35- Commitment Fee Rate of the average daily Commitment Amount with respect to such Purchaser Group during such Series 20042002-4 2 Interest Period less the average daily Purchaser Group Invested Amount with respect to such Purchaser Group during such Series 20042002-4 2 Interest Period. The Commitment Fees shall be payable monthly in arrears on each Distribution Date.
(f) Calculations of per annum rates under this Supplement shall be made on the basis of a 360- (or 365-/366- in the case of interest on the Floating Tranche based on the Prime Rate) day year. Calculations of Commitment Fees shall be made on the basis of a 360-dayday year. Each determination of the Adjusted LIBOR Rate by the Administrative Agent shall be conclusive and binding upon each of the parties hereto in the absence of manifest error.
Appears in 1 contract
Interest Fees. (a) Interest shall be payable on the Series 20042010-4 6 Notes on each Distribution Date pursuant to Section 3.3.
(b) On any Business Day, CRCF ABRCF may, subject to Section 2.7(c), elect to allocate all or any portion of the Available CP Funding Amount with respect to any Match Funding CP Conduit Purchaser, to one or more CP Tranches with CP Rate Periods commencing on such Business Day by giving the Administrative Agent and the Funding Agent with respect to such Match Funding CP Conduit Purchaser irrevocable written or telephonic (confirmed in writing) notice thereof, which notice must be received by such Funding Agent prior to 3:00 p.m. (New York City time) on the second Business Day prior to such Business Day. Such notice shall specify (i) the applicable Business Day, (ii) the CP Rate Period for each CP Tranche to which a portion of the Available CP Funding Amount with respect to such CP Conduit Purchaser Group is to be allocated and (iii) the portion of such Available CP Funding Amount being allocated to each such CP Tranche. On any Business Day, CRCF ABRCF may, subject to Sections 2.7(c) and 7.4, elect to allocate all or any portion of the Available APA Bank Funding Funded Amount with respect to any CP Conduit Purchaser Group to one or more Eurodollar Tranches with Eurodollar Periods commencing on such Business Day the SOFR Tranche by giving the Administrative Agent and the Funding Agent with respect to such CP Conduit Purchaser Group irrevocable written or telephonic (confirmed in writing) notice thereof, which notice must be received by such Funding Agent prior to 1:00 p.m. (New York City time) three (3) Business Days prior to such Business Day. Such notice shall specify (i) the applicable Business Day, and (ii) the Eurodollar Period for each Eurodollar Tranche to which a portion of the Available APA Bank Funding Amount with respect to such Purchaser Group is to be allocated and (iii) the portion of such Available APA Bank Funding Funded Amount being allocated to each such Eurodollar the SOFR Tranche. Upon receipt of any such notice, the Funding Agent with respect to a CP Conduit Purchaser Group shall notify the CP Conduit Purchaser and the APA Bank with respect to such CP Conduit Purchaser Group of the contents of such notice promptly upon receipt thereof.
(c) Notwithstanding anything to the contrary contained in this Section 2.7, (i) (A) each Match Funding CP Conduit Purchaser shall approve the length of each CP Rate Period and the portion of the Available CP Funding Amount with respect to such Match Funding CP Conduit Purchaser allocated to such CP Rate Period, (B) such Match Funding CP Conduit Purchaser may select, in its sole discretion, any new CP Rate Period if (x) CRCF ABRCF does not provide notice of a new CP Rate Period on a timely basis or (y) the Funding Agent with respect to such Match Funding CP Conduit Purchaser, on behalf of such Match Funding CP Conduit Purchaser, determines, in its sole discretion, that the CP Rate Period requested by CRCF ABRCF is unavailable or for any reason commercially undesirable and (C) the portion of the Available CP Funding Amount with respect to such Match Funding CP Conduit Purchaser allocable to each CP Tranche must be in an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof and (ii) (A) the portion of the Available APA Bank Funding Amount with respect to any Purchaser Group allocable to each Eurodollar Tranche must be in an amount equal to $100,000 or an integral multiple of $100,000 in excess thereof, (B) no more than seven (7) Eurodollar Tranches with respect to such Purchaser Group shall be outstanding at any one time, (C) after the occurrence and during the continuance of any Amortization Event or Potential Amortization Event, CRCF ABRCF may not elect to allocate any portion of the Available APA Bank Funding Funded Amount with respect to any CP Conduit Purchaser Group to a Eurodollar Tranche and (D) during the Series 2004-4 Amortization Period, CRCF may not select any Eurodollar Period that does not end on or prior to the next succeeding Distribution DateSOFR Tranche.
(d) On any Business Day, a Match Funding CP Conduit Purchaser may elect that CRCF ABRCF no longer be permitted to select CP Tranches in accordance with Sections 2.7(b) and (c) in respect of the CP Conduit Funded Amount with respect to such CP Conduit Purchaser by giving CRCF ABRCF and the Administrative Agent irrevocable written notice thereof, which notice must be received by CRCF ABRCF and the Administrative Agent at least one Business Day prior to such Business Day. On any Business Day, a Pooled Funding CP Conduit Purchaser may with the prior written consent of the Administrator (which consent shall not be unreasonably withheld) elect thereafter to allow CRCF ABRCF to select CP Tranches in accordance with Sections 2.7(b) and (c) in respect of the CP Conduit Funded Amount with respect to such CP Conduit Purchaser by giving CRCF ABRCF and the Administrative Agent irrevocable written notice thereof, which notice and consent must be received by CRCF ABRCF and the Administrative Agent at least one Business Day prior to such election. Any CP Conduit Purchaser making an election to change the manner in which its funding costs in respect of its Series 2004-4 Class A Note or Class B Note are allocated in accordance with this Section 2.7(d) will be both a Match Funding CP Conduit Purchaser and a Pooled Funding CP Conduit Purchaser during the period that its Series 2004-4 Class A Note or Class B Note is funded on both a “pooled” and “match funded” basis and its Monthly Funding Costs during that period will be calculated accordingly.
(e) CRCF ABRCF shall pay with funds available pursuant to Section 3.3(a) to the Administrative Agent, for the account of each Purchaser Group, on each Distribution Date, (i) a commitment fee with respect to the Series 20042010-4 6 Interest Period ending on the day preceding such Distribution Date (the “Class A Commitment Fee”) during the period from the Series 20042010-4 6 Closing Date to and including the Expiry Date with respect to such Purchaser Group at equal to the product of (x) the Class A Commitment Fee Rate with respect to such Purchaser Group as of the last day of such Series 2010-6 Interest Period and (y) the excess of (i) the average daily Commitment Amount with respect to the Class A Notes with respect to such Purchaser Group during such Series 20042010-4 6 Interest Period less over (ii) the average daily Class A Purchaser Group Invested Amount with respect to such Purchaser Group during such Series 20042010-4 6 Interest Period and (ii) a commitment fee with respect to the Series 2010-6 Interest Period ending on the day preceding such Distribution Date (the “Class B Commitment Fee”) during the period from the Series 2010-6 Closing Date to and including the Expiry Date with respect to such Purchaser Group equal to the product of (x) the Class B Commitment Fee Rate with respect to such Purchaser Group as of the last day of such Series 2010-6 Interest Period and (y) the excess of (i) the average daily Commitment Amount with respect to the Class B Notes with respect to such Purchaser Group during such Series 2010-6 Interest Period over (ii) the average daily Class B Purchaser Group Invested Amount with respect to such Purchaser Group during such Series 2010-6 Interest Period. The Class A Commitment Fees and the Class B Commitment Fees shall be payable monthly in arrears on each Distribution Date and shall be considered interest on the Series 2010-6 Notes for purposes of calculating the Accrued Amounts with respect to the Series 2010-6 Notes.
(f) ABRCF shall pay with funds available pursuant to Section 3.3(g) to the Administrative Agent, for the account of each Purchaser Group, on each Distribution Date, the Contingent Monthly Funding Costs with respect to each Purchaser Group for the related Series 2010-6 Interest Period. The Contingent Monthly Funding Costs shall be payable monthly in arrears on each Distribution Date.
(fg) Calculations With respect to the Class A Notes and the Class B Notes, calculations of per annum rates (including Daily Simple SOFR) under this Supplement shall be made on the basis of a 360- (or 365-/366- in the case of interest on the Floating Tranche based on the Prime Rate) day year. With respect to the Class R Notes, calculations of per annum rates under this Supplement shall be made on the basis of a 360-day year consisting of twelve 30-day months. Calculations of Class A Commitment Fees and Class B Commitment Fees shall be made on the basis of a 360-day year. Each determination of the Alternate Base Rate or Daily Simple SOFR by the Administrative Agent or by any Funding Agent or Non-Conduit Purchaser shall be conclusive and binding upon each of the parties hereto in the absence of manifest error.
(h) On any date prior to the occurrence of an Amortization Event on which more than 50% of the sum of the Class A Invested Amount and the Class B Invested Amount as of such date is funded by one or more APA Banks at a rate equal to the sum of (i) Adjusted Daily Simple SOFR and (ii) the Class A Applicable Margin or Class B Applicable Margin, as applicable, each Non-Conduit Purchaser may elect, in its sole discretion, by delivering written notice to ABRCF, the Administrator and the Administrative Agent (a “Pricing Increase Notice”), to have the Monthly Funding Costs with respect to such Non-Conduit Purchaser calculated for each day of a Series 2010-6 Interest Period that more than 50% of the sum of the Class A Invested Amount and the Class B Invested Amount is funded by one or more APA Banks at a rate per annum equal to the sum of (A) Adjusted Daily Simple SOFR with respect to such day and (B) the Class A Applicable Margin or Class B Applicable Margin, as applicable, with respect to the SOFR Tranche on such day (rather than Adjusted Daily Simple SOFR with respect to such day and the Program Fee Rate on such day). At any time following delivery of a Pricing Increase Notice by a Non-Conduit Purchaser, such Non-Conduit Purchaser may, in its sole discretion, rescind such election by delivering written notice thereof to ABRCF and the Administrative Agent (a “Pricing Increase Rescission”).
Appears in 1 contract
Samples: Sixth Amended and Restated Series 2010 6 Supplement (Avis Budget Group, Inc.)
Interest Fees. (a) Interest shall be payable on the Series 20042015-4 3 Notes on each Distribution Date pursuant to Section 3.3.
(b) On any Business Day, CRCF ABRCF may, subject to Section 2.7(c), elect to allocate all or any portion of the Available CP Funding Amount with respect to any Match Funding CP Conduit Purchaser, to one or more CP Tranches with CP Rate Periods commencing on such Business Day by giving the Administrative Agent and the Funding Agent with respect to such Match Funding CP Conduit Purchaser irrevocable written or telephonic (confirmed in writing) notice thereof, which notice must be received by such Funding Agent prior to 3:00 p.m. (New York City time) on the second Business Day prior to such Business Day. Such notice shall specify (i) the applicable Business Day, (ii) the CP Rate Period for each CP Tranche to which a portion of the Available CP Funding Amount with respect to such CP Conduit Purchaser Group is to be allocated and (iii) the portion of such Available CP Funding Amount being allocated to each such CP Tranche. On any Business Day, CRCF ABRCF may, subject to Sections 2.7(c) and 7.4, elect to allocate all or any portion of the Available APA Bank Funding Funded Amount with respect to any CP Conduit Purchaser Group to one or more Eurodollar Tranches with Eurodollar Periods commencing on such Business Day the SOFR Tranche by giving the Administrative Agent and the Funding Agent with respect to such CP Conduit Purchaser Group irrevocable written or telephonic (confirmed in writing) notice thereof, which notice must be received by such Funding Agent prior to 1:00 p.m. (New York City time) three (3) Business Days prior to such Business Day. Such notice shall specify (i) the applicable Business Day, and (ii) the Eurodollar Period for each Eurodollar Tranche to which a portion of the Available APA Bank Funding Amount with respect to such Purchaser Group is to be allocated and (iii) the portion of such Available APA Bank Funding Funded Amount being allocated to each such Eurodollar the SOFR Tranche. Upon receipt of any such notice, the Funding Agent with respect to a CP Conduit Purchaser Group shall notify the CP Conduit Purchaser and the APA Bank with respect to such CP Conduit Purchaser Group of the contents of such notice promptly upon receipt thereof.
(c) Notwithstanding anything to the contrary contained in this Section 2.7, (i) (A) each Match Funding CP Conduit Purchaser shall approve the length of each CP Rate Period and the portion of the Available CP Funding Amount with respect to such Match Funding CP Conduit Purchaser allocated to such CP Rate Period, (B) such Match Funding CP Conduit Purchaser may select, in its sole discretion, any new CP Rate Period if (x) CRCF ABRCF does not provide notice of a new CP Rate Period on a timely basis or (y) the Funding Agent with respect to such Match Funding CP Conduit Purchaser, on behalf of such Match Funding CP Conduit Purchaser, determines, in its sole discretion, that the CP Rate Period requested by CRCF ABRCF is unavailable or for any reason commercially undesirable and (C) the portion of the Available CP Funding Amount with respect to such Match Funding CP Conduit Purchaser allocable to each CP Tranche must be in an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof and (ii) (A) the portion of the Available APA Bank Funding Amount with respect to any Purchaser Group allocable to each Eurodollar Tranche must be in an amount equal to $100,000 or an integral multiple of $100,000 in excess thereof, (B) no more than seven (7) Eurodollar Tranches with respect to such Purchaser Group shall be outstanding at any one time, (C) after the occurrence and during the continuance of any Amortization Event or Potential Amortization Event, CRCF ABRCF may not elect to allocate any portion of the Available APA Bank Funding Funded Amount with respect to any CP Conduit Purchaser Group to a Eurodollar Tranche and (D) during the Series 2004-4 Amortization Period, CRCF may not select any Eurodollar Period that does not end on or prior to the next succeeding Distribution DateSOFR Tranche.
(d) On any Business Day, a Match Funding CP Conduit Purchaser may elect that CRCF ABRCF no longer be permitted to select CP Tranches in accordance with Sections 2.7(b) and (c) in respect of the CP Conduit Funded Amount with respect to such CP Conduit Purchaser by giving CRCF ABRCF and the Administrative Agent irrevocable written notice thereof, which notice must be received by CRCF ABRCF and the Administrative Agent at least one Business Day prior to such Business Day. On any Business Day, a Pooled Funding CP Conduit Purchaser may with the prior written consent of the Administrator (which consent shall not be unreasonably withheld) elect thereafter to allow CRCF ABRCF to select CP Tranches in accordance with Sections 2.7(b) and (c) in respect of the CP Conduit Funded Amount with respect to such CP Conduit Purchaser by giving CRCF ABRCF and the Administrative Agent irrevocable written notice thereof, which notice and consent must be received by CRCF ABRCF and the Administrative Agent at least one Business Day prior to such election. Any CP Conduit Purchaser making an election to change the manner in which its funding costs in respect of its Series 2004-4 Class A Note or Class B Note are allocated in accordance with this Section 2.7(d) will be both a Match Funding CP Conduit Purchaser and a Pooled Funding CP Conduit Purchaser during the period that its Series 2004-4 Class A Note or Class B Note is funded on both a “pooled” and “match funded” basis and its Monthly Funding Costs during that period will be calculated accordingly.
(e) CRCF ABRCF shall pay with funds available pursuant to Section 3.3(a) to the Administrative Agent, for the account of each Purchaser Group, on each Distribution Date, (i) a commitment fee with respect to the Series 20042015-4 3 Interest Period ending on the day preceding such Distribution Date (the “Class A Commitment Fee”) during the period from the Series 20042015-4 3 Closing Date to and including the Expiry Date with respect to such Purchaser Group at equal to the product of (x) the Class A Commitment Fee Rate with respect to such Purchaser Group as of the last day of such Series 2015-3 Interest Period and (y) the excess of (i) the average daily Commitment Amount with respect to the Class A Notes with respect to such Purchaser Group during such Series 20042015-4 3 Interest Period less over (ii) the average daily Class A Purchaser Group Invested Amount with respect to such Purchaser Group during such Series 20042015-4 3 Interest Period and (ii) a commitment fee with respect to the Series 2015-3 Interest Period ending on the day preceding such Distribution Date (the “Class B Commitment Fee”) during the period from the Series 2015-3 Closing Date to and including the Expiry Date with respect to such Purchaser Group equal to the product of (x) the Class B Commitment Fee Rate with respect to such Purchaser Group as of the last day of such Series 2015-3 Interest Period and (y) the excess of (i) the average daily Commitment Amount with respect to the Class B Notes with respect to such Purchaser Group during such Series 2015-3 Interest Period over (ii) the average daily Class B Purchaser Group Invested Amount with respect to such Purchaser Group during such Series 2015-3 Interest Period. The Class A Commitment Fees and the Class B Commitment Fees shall be payable monthly in arrears on each Distribution Date and shall be considered interest on the Series 2015-3 Notes for purposes of calculating the Accrued Amounts with respect to the Series 2015-3 Notes.
(f) ABRCF shall pay with funds available pursuant to Section 3.3(g) to the Administrative Agent, for the account of each Purchaser Group, on each Distribution Date, the Contingent Monthly Funding Costs with respect to each Purchaser Group for the related Series 2015-3 Interest Period. The Contingent Monthly Funding Costs shall be payable monthly in arrears on each Distribution Date.
(fg) Calculations With respect to the Class A Notes and the Class B Notes, calculations of per annum rates (including Daily Simple SOFR) under this Supplement shall be made on the basis of a 360- (or 365-/366- in the case of interest on the Floating Tranche based on the Prime Rate) day year. With respect to the Class R Notes, calculations of per annum rates under this Supplement shall be made on the basis of a 360-day year consisting of twelve 30-day months. Calculations of Class A Commitment Fees and Class B Commitment Fees shall be made on the basis of a 360-day year. Each determination of the Alternate Base Rate or Daily Simple SOFR by the Administrative Agent or by any Funding Agent or Non-Conduit Purchaser shall be conclusive and binding upon each of the parties hereto in the absence of manifest error.
(h) On any date prior to the occurrence of an Amortization Event on which more than 50% of the sum of the Class A Invested Amount and the Class B Invested Amount as of such date is funded by one or more APA Banks, each Non-Conduit Purchaser may elect, in its sole discretion, by delivering written notice to ABRCF, the Administrator and the Administrative Agent (a “Pricing Increase Notice”), to have the Monthly Funding Costs with respect to such Non-Conduit Purchaser calculated for each day of a Series 2015-3 Interest Period that more than 50% of the sum of the Class A Invested Amount and the Class B Invested Amount is funded by one or more APA Banks at a rate per annum equal to the sum of (A) Adjusted Daily Simple SOFR with respect to such day and (B) the Class A Applicable Margin or Class B Applicable Margin, as applicable, with respect to the SOFR Tranche on such day (rather than Adjusted Daily Simple SOFR with respect to such day and the Program Fee Rate on such day). At any time following delivery of a Pricing Increase Notice by a Non-Conduit Purchaser, such Non-Conduit Purchaser may, in its sole discretion, rescind such election by delivering written notice thereof to ABRCF and the Administrative Agent (a “Pricing Increase Rescission”).
Appears in 1 contract
Samples: Third Amended and Restated Series 2015 3 Supplement (Avis Budget Group, Inc.)
Interest Fees. (a) Interest shall be payable on the Series 20042010-4 6 Notes on each Distribution Date pursuant to Section 3.3.
(b) On any Business Day, CRCF ABRCF may, subject to Section 2.7(c), elect to allocate all or any portion of the Available CP Funding Amount with respect to any Match Funding CP Conduit Purchaser, to one or more CP Tranches with CP Rate Periods commencing on such Business Day by giving the Administrative Agent and the Funding Agent with respect to such Match Funding CP Conduit Purchaser irrevocable written or telephonic (confirmed in writing) notice thereof, which notice must be received by such Funding Agent prior to 3:00 p.m. (New York City time) on the second Business Day prior to such Business Day. Such notice shall specify (i) the applicable Business Day, (ii) the CP Rate Period for each CP Tranche to which a portion of the Available CP Funding Amount with respect to such CP Conduit Purchaser Group is to be allocated and (iii) the portion of such Available CP Funding Amount being allocated to each such CP Tranche. On any Business Day, CRCF ABRCF may, subject to Sections 2.7(c) and 7.4, elect to allocate all or any portion of the Available APA Bank Funding Amount with respect to any CP Conduit Purchaser Group to one or more Eurodollar Tranches with Eurodollar Periods commencing on such Business Day by giving the Administrative Agent and the Funding Agent with respect to such CP Conduit Purchaser Group irrevocable written or telephonic (confirmed in writing) notice thereof, which notice must be received by such Funding Agent prior to 1:00 p.m. (New York City time) three (3) Business Days prior to such Business Day. Such notice shall specify specify
(i) the applicable Business Day, (ii) the Eurodollar Period for each Eurodollar Tranche to which a portion of the Available APA Bank Funding Amount with respect to such CP Conduit Purchaser Group is to be allocated and (iii) the portion of such Available APA Bank Funding Amount being allocated to each such Eurodollar Tranche. Upon receipt of any such notice, the Funding Agent with respect to a CP Conduit Purchaser Group shall notify the CP Conduit Purchaser and the APA Bank with respect to such CP Conduit Purchaser Group of the contents of such notice promptly upon receipt thereof.
(c) Notwithstanding anything to the contrary contained in this Section 2.7, (i) (A) each Match Funding CP Conduit Purchaser shall approve the length of each CP Rate Period and the portion of the Available CP Funding Amount with respect to such Match Funding CP Conduit Purchaser allocated to such CP Rate Period, (B) such Match Funding CP Conduit Purchaser may select, in its sole discretion, any new CP Rate Period if (x) CRCF ABRCF does not provide notice of a new CP Rate Period on a timely basis or (y) the Funding Agent with respect to such Match Funding CP Conduit Purchaser, on behalf of such Match Funding CP Conduit Purchaser, determines, in its sole discretion, that the CP Rate Period requested by CRCF ABRCF is unavailable or for any reason commercially undesirable and (C) the portion of the Available CP Funding Amount with respect to such Match Funding CP Conduit Purchaser allocable to each CP Tranche must be in an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof and (ii) (A) the portion of the Available APA Bank Funding Amount with respect to any CP Conduit Purchaser Group allocable to each Eurodollar Tranche must be in an amount equal to $100,000 or an integral multiple of $100,000 in excess thereof, (B) no more than seven (7) 7 Eurodollar Tranches with respect to such CP Conduit Purchaser Group shall be outstanding at any one time, (C) after the occurrence and during the continuance of any Amortization Event or Potential Amortization Event, CRCF ABRCF may not elect to allocate any portion of the Available APA Bank Funding Amount with respect to any CP Conduit Purchaser Group to a Eurodollar Tranche and (D) during the Series 20042010-4 6 Controlled Amortization Period or the Series 2010-6 Rapid Amortization Period, CRCF ABRCF may not select any Eurodollar Period that does not end on or prior to the next succeeding Distribution Date.
(d) On any Business Day, a Match Funding CP Conduit Purchaser may elect that CRCF ABRCF no longer be permitted to select CP Tranches in accordance with Sections 2.7(b) and (c) in respect of the CP Conduit Funded Amount with respect to such CP Conduit Purchaser by giving CRCF ABRCF and the Administrative Agent irrevocable written notice thereof, which notice must be received by CRCF ABRCF and the Administrative Agent at least one Business Day prior to such Business Day. On any Business Day, a Pooled Funding CP Conduit Purchaser may with the prior written consent of the Administrator (which consent shall not be unreasonably withheld) elect thereafter to allow CRCF ABRCF to select CP Tranches in accordance with Sections 2.7(b) and (c) in respect of the CP Conduit Funded Amount with respect to such CP Conduit Purchaser by giving CRCF ABRCF and the Administrative Agent irrevocable written notice thereof, which notice and consent must be received by CRCF ABRCF and the Administrative Agent at least one Business Day prior to such election. Any CP Conduit Purchaser making an election to change the manner in which its funding costs in respect of its Series 2004-4 Class A Note are allocated in accordance with this Section 2.7(d) will be both a Match Funding CP Conduit Purchaser and a Pooled Funding CP Conduit Purchaser during the period that its Series 2004-4 Class A Note is funded on both a “pooled” and “match funded” basis and its Monthly Funding Costs during that period will be calculated accordingly.
(e) CRCF ABRCF shall pay with funds available pursuant to Section 3.3(a) to the Administrative Agent, for the account of each Purchaser Group, on each Distribution Date, a commitment fee with respect to the Series 20042010-4 6 Interest Period ending on the day preceding such Distribution Date (the “Commitment Fee”) during the period from the Series 20042010-4 6 Closing Date to and including the Expiry Date with respect to such Purchaser Group at equal to the product of (x) the Commitment Fee Rate with respect to such Purchaser Group as of the last day of such Series 2010-6 Interest Period and (y) the excess of (i) the average daily Commitment Amount with respect to such Purchaser Group during such Series 20042010-4 6 Interest Period less over (ii) the average daily Purchaser Group Invested Amount with respect to such Purchaser Group during such Series 20042010-4 6 Interest Period. The Commitment Fees shall be payable monthly in arrears on each Distribution DateDate and shall be considered interest on the Series 2010-6 Notes for purposes of calculating the Accrued Amounts with respect to the Series 2010-6 Notes.
(f) Calculations ABRCF shall pay with funds available pursuant to Section 3.3(g) to the Administrative Agent, for the account of each Purchaser Group, on each Distribution Date, the Contingent Monthly Funding Costs with respect to each Purchaser Group for the related Series 2010-6 Interest Period. The Contingent Monthly Funding Costs shall be payable monthly in arrears on each Distribution Date.
(g) With respect to the Class A Notes, calculations of per annum rates under this Supplement shall be made on the basis of a 360- (or 365-/366- in the case of interest on the Floating Tranche based on the Prime Rate) day year. With respect to the Class R Notes, calculations of per annum rates under this Supplement shall be made on the basis of a 360-day year consisting of twelve 30-day months. Calculations of Commitment Fees shall be made on the basis of a 360-day year. Each determination of the Adjusted LIBO Rate or LIBO Rate by the Administrative Agent or by any Non-Conduit Purchaser shall be conclusive and binding upon each of the parties hereto in the absence of manifest error.
(h) On any date prior to the occurrence of an Amortization Event on which more than 50% of the Class A Invested Amount as of such date is funded by one or more APA Banks, each Non-Conduit Purchaser may elect, in its sole discretion, by delivering written notice to ABRCF, the Administrator and the Administrative Agent (a “Pricing Increase Notice”), to have the Monthly Funding Costs with respect to such Non-Conduit Purchaser calculated for each day of a Series 2010-6 Interest Period that more than 50% of the Class A Invested Amount is funded by one or more APA Banks at a rate per annum equal to the sum of (A) the LIBO Rate with respect to such day and (B) the Applicable Margin with respect to any Eurodollar Tranche on such day (rather than the LIBO Rate with respect to such day and the Program Fee Rate on such day). At any time following delivery of a Pricing Increase Notice by a Non-Conduit Purchaser, such Non-Conduit Purchaser may, in its sole discretion, rescind such election by delivering written notice thereof to ABRCF and the Administrative Agent (a “Pricing Increase Rescission”).
Appears in 1 contract
Samples: Fourth Amended and Restated Series 2010 6 Supplement (Avis Budget Group, Inc.)
Interest Fees. (a) Interest shall be payable on the Series 20042010-4 1 Investor Notes on each Distribution Payment Date pursuant to Section 3.3Sections 5A.5(a) and (e).
(b) On any Business Day, CRCF the Issuer may, subject to Section 2.7(c), elect to allocate all or any portion of the Available CP Funding Amount with respect to any Match Funding CP Conduit Purchaser, to one or more CP Tranches with CP Rate Periods commencing on such Business Day by giving the Administrative Agent and the Funding Agent with respect to such Match Funding CP Conduit Purchaser irrevocable written or telephonic (confirmed in writing) notice thereof, which notice must be received by such Funding Agent prior to 3:00 p.m. (11:00 A.M., New York City time) on the second , one Business Day prior to such Business Day. Such notice shall specify (i) the applicable Business Day, (ii) the CP Rate Period for each CP Tranche to which a portion of the Available CP Funding Amount with respect to such the CP Conduit Purchaser Group of which such Match Funding CP Conduit Purchaser is a member is to be allocated and (iii) the portion of such Available CP Funding Amount being allocated to each such CP Tranche. On any Business Day, CRCF the Issuer may, subject to Sections Section 2.7(c) and 7.4), elect to allocate all or any portion of the Available APA Bank Funding Amount with respect to any CP Conduit Purchaser Group to one or more Eurodollar Tranches with Eurodollar Periods commencing on such Business Day by giving the Administrative Agent and the Funding Agent with respect to such CP Conduit Purchaser Group irrevocable written or telephonic (confirmed in writing) notice thereof, which notice must be received by such Funding Agent prior to 1:00 p.m. (P.M., New York City time) , three (3) Business Days prior to such Business Day. Such notice shall specify (i) the applicable Business Day, (ii) the Eurodollar Period for each Eurodollar Tranche to which a portion of the Available APA Bank Funding Amount with respect to such CP Conduit Purchaser Group is to be allocated and (iii) the portion of such Available APA Bank Funding Amount being allocated to each such Eurodollar Tranche. Upon receipt of any such notice, the Funding Agent with respect to a CP Conduit Purchaser Group shall notify the CP Conduit Purchaser and the APA Bank with respect to Banks in such CP Conduit Purchaser Group of the contents of such notice promptly upon receipt thereof.
(c) Notwithstanding anything to the contrary contained in this Section 2.7, (i) (A) each Match Funding CP Conduit Purchaser shall approve the length of each CP Rate Period and the portion of the Available CP Funding Amount with respect to such Match Funding CP Conduit Purchaser allocated to such CP Rate Period, (B) such Match Funding CP Conduit Purchaser may select, in its sole discretion, any new CP Rate Period if (x) CRCF the Issuer does not provide notice of a new CP Rate Period on a timely basis or (y) the Funding Agent with respect to such Match Funding CP Conduit Purchaser, on behalf of such Match Funding CP Conduit Purchaser, determines, in its sole discretion, that the CP Rate Period requested by CRCF the Issuer is unavailable or for any reason commercially undesirable and (C) the portion of the Available CP Funding Amount with respect to such Match Funding CP Conduit Purchaser allocable to each CP Tranche must be in an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof and (ii) (A) the portion of the Available APA Bank Funding Amount with respect to any CP Conduit Purchaser Group allocable to each Eurodollar Tranche must be in an amount equal to $100,000 or an integral multiple of $100,000 in excess thereof, (B) no more than seven (7) 10 Eurodollar Tranches with respect to such CP Conduit Purchaser Group shall be outstanding at any one time, (C) after the occurrence and during the continuance of any Amortization Event or Potential Amortization Event, CRCF the Issuer may not elect to allocate any portion of the Available APA Bank Funding Amount with respect to any CP Conduit Purchaser Group to a Eurodollar Tranche and (D) during the Series 20042010-4 1 Amortization Period, CRCF the Issuer may not select any Eurodollar Period that does not end on or prior to the next succeeding Distribution Payment Date.
(d) On any Business Day, a Match Funding CP Conduit Purchaser may elect that CRCF the Issuer no longer be permitted to select CP Tranches in accordance with Sections 2.7(b) and (c) in respect of the CP Conduit Funded Amount with respect to such CP Conduit Purchaser by giving CRCF the Issuer and the Administrative Agent irrevocable written notice thereof, which notice must be received by CRCF the Issuer and the Administrative Agent at least one Business Day prior to such Business Day. On any Business Day, a Pooled Funding CP Conduit Purchaser may with the prior written consent of the Administrator (which consent shall not be unreasonably withheld) elect thereafter to allow CRCF the Issuer to select CP Tranches in accordance with Sections 2.7(b) and (c) in respect of the CP Conduit Funded Amount with respect to such CP Conduit Purchaser by giving CRCF the Issuer and the Administrative Agent irrevocable written notice thereof, which notice and consent must be received by CRCF the Issuer and the Administrative Agent at least one Business Day prior to such electionBusiness Day. Any CP Conduit Purchaser making an election to change the manner in which its funding costs in respect of its Series 2004-4 Class A Investor Note are allocated in accordance with this Section 2.7(d) will be both a Match Funding CP Conduit Purchaser and a Pooled Funding CP Conduit Purchaser during the period that its Series 2004-4 Class A Investor Note is funded on both a “pooled” and “match funded” basis and its Class A Monthly Funding Costs during that period will be calculated accordingly.
(e) CRCF The Indenture Trustee (acting at the written direction of the Administrator upon which the Indenture Trustee may conclusively rely) shall pay with funds available distribute pursuant to Section 3.3(a) 5A.5(b), from amounts deposited in the Series 2010-1 Distribution Account pursuant to Section 5A.4(c), to the Administrative Agent, for the account of each Purchaser Group, on each Distribution Payment Date, a commitment fee with respect to the Series 2004-4 Interest Period ending on the day preceding such Distribution Date (the “Commitment Fee”) in an amount equal to the sum for each day during the period from and including the preceding Payment Date (or, in the case of the initial Payment Date, the Series 20042010-4 1 Closing Date Date) to and including the earlier of the Expiry Date with respect to such Purchaser Group at and the day preceding such Payment Date of the product of (i) the Commitment Fee Rate times (ii) (A) in the case of a CP Conduit Purchaser Group, the excess of 102% of the average daily Commitment Amount with respect to such Purchaser Group during such Series 2004-4 Interest Period less the average daily Class A Maximum Purchaser Group Invested Amount with respect to such CP Conduit Purchaser Group during over the Purchaser Group Invested Amount with respect to such Series 2004CP Conduit Purchaser Group on such day or (B) in the case of a Non-4 Interest Period. The Commitment Fees Conduit Purchaser Group, the excess, if any, of the Class A Maximum Purchaser Group Invested Amount with respect to such Non-Conduit Purchaser Group over the Purchaser Group Invested Amount with respect to such Non-Conduit Purchaser Group on such day divided by (iii) 360; provided, however, that no Defaulting Purchaser Group shall be payable monthly in arrears on each Distribution Dateentitled to receive any Commitment Fee.
(f) Calculations of per annum rates under this Indenture Supplement shall be made on the basis of a 360- (or 365-/366- 365-/366-, in the case of interest on the Floating Tranche based on the Prime Rate) day year. Calculations of Commitment Fees shall be made on the basis of a 360-dayday year. Each determination of the Adjusted LIBO Rate or LIBO Rate by the Administrative Agent shall be conclusive and binding upon each of the parties hereto in the absence of manifest error. Each determination of One-Month LIBOR by the Calculation Agent shall be conclusive and binding upon each of the parties hereto in the absence of manifest error.
Appears in 1 contract
Samples: Indenture Supplement (PHH Corp)
Interest Fees. (a) Interest shall be payable on the Series 20042002-4 2 Notes on each Distribution Date pursuant to Section 3.3.
(b) On any Business Day, CRCF AFC-II may, subject to Section 2.7(c), elect to allocate all or any portion of the Available CP Funding Amount with respect to any Match Funding CP Conduit Purchaser, to one or more CP Tranches with CP Rate Periods commencing on such Business Day by giving the Administrative Agent and the Funding Agent with respect to such Match Funding CP Conduit Purchaser irrevocable written or telephonic (confirmed in -34- writing) notice thereof, which notice must be received by such Funding Agent prior to 3:00 p.m. (New York City time) on the second Business Day prior to such Business Day. Such notice shall specify (i) the applicable Business Day, (ii) the CP Rate Period for each CP Tranche to which a portion of the Available CP Funding Amount with respect to such Purchaser Group is to be allocated and (iii) the portion of such Available CP Funding Amount being allocated to each such CP Tranche. On any Business Day, CRCF AFC-II may, subject to Sections 2.7(c) and 7.4, elect to allocate all or any portion of the Available APA Bank Funding Amount with respect to any Purchaser Group to one or more Eurodollar Tranches with Eurodollar Periods commencing on such Business Day by giving the Administrative Agent and the Funding Agent with respect to such Purchaser Group irrevocable written or telephonic (confirmed in writing) notice thereof, which notice must be received by such Funding Agent prior to 1:00 p.m. (New York City time) three (3) Business Days prior to such Business Day. Such notice shall specify (i) the applicable Business Day, (ii) the Eurodollar Period for each Eurodollar Tranche to which a portion of the Available APA Bank Funding Amount with respect to such Purchaser Group is to be allocated and (iii) the portion of such Available APA Bank Funding Amount being allocated to each such Eurodollar Tranche. Upon receipt of any such notice, the Funding Agent with respect to a Purchaser Group shall notify the CP Conduit Purchaser and the APA Bank with respect to such Purchaser Group of the contents of such notice promptly upon receipt thereof.
(c) Notwithstanding anything to the contrary contained in this Section 2.7, (i) (A) each Match Funding CP Conduit Purchaser shall approve the length of each CP Rate Period and the portion of the Available CP Funding Amount with respect to such Match Funding CP Conduit Purchaser allocated to such CP Rate Period, (B) such Match Funding CP Conduit Purchaser may select, in its sole discretion, any new CP Rate Period if (x) CRCF AFC-II does not provide notice of a new CP Rate Period on a timely basis or (y) the Funding Agent with respect to such Match Funding CP Conduit Purchaser, on behalf of such Match Funding CP Conduit Purchaser, determines, in its sole discretion, that the CP Rate Period requested by CRCF AFC-II is unavailable or for any reason commercially undesirable and (C) the portion of the Available CP Funding Amount with respect to such Match Funding CP Conduit Purchaser allocable to each CP Tranche must be in an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof and (ii) (A) the portion of the Available APA Bank Funding Amount with respect to any Purchaser Group allocable to each Eurodollar Tranche must be in an amount equal to $100,000 or an integral multiple of $100,000 in excess thereof, (B) no more than seven (7) 7 Eurodollar Tranches with respect to such Purchaser Group shall be outstanding at any one time, (C) after the occurrence and during the continuance of any Amortization Event or Potential Amortization Event, CRCF AFC-II may not elect to allocate any portion of the Available APA Bank Funding Amount with respect to any Purchaser Group to a Eurodollar Tranche and (D) during the Series 20042002-4 2 Amortization Period, CRCF AFC-II may not select any Eurodollar Period that does not end on or prior to the next succeeding Distribution Date.
(d) On any Business Day, a Match Funding CP Conduit Purchaser may elect that CRCF AFC-II no longer be permitted to select CP Tranches in accordance with Sections 2.7(b) and (c) in respect of the CP Conduit Funded Amount with respect to such CP Conduit Purchaser by giving CRCF AFC-II and the Administrative Agent irrevocable written notice thereof, which notice must be received by CRCF AFC-II and the Administrative Agent at least one Business Day prior to such Business Day. On any Business Day, a Pooled Funding CP Conduit Purchaser may with the prior written consent of the Administrator (which consent shall not be unreasonably withheld) elect thereafter to allow CRCF AFC-II to select CP Tranches in accordance with Sections 2.7(b) and (c) in respect of the CP Conduit Funded Amount with respect to such CP Conduit Purchaser by giving CRCF AFC-II and the Administrative Agent irrevocable written notice thereof, which notice and consent must be received by CRCF AFC-II and the Administrative Agent at least one Business Day prior to such election. Any CP Conduit Purchaser making an election to change the manner in which its funding costs in respect of its Series 20042002-4 2 Note are allocated in accordance with this Section 2.7(d) will be both a Match Funding CP Conduit Purchaser and a Pooled Funding CP Conduit Purchaser during the period that its Series 20042002-4 2 Note is funded on both a “"pooled” " and “"match funded” " basis and its Monthly Funding Costs during that period will be calculated accordingly.
(e) CRCF AFC-II shall pay with funds available pursuant to Section 3.3(a) to the Administrative Agent, for the account of each Purchaser Group, on each Distribution Date, a commitment fee with respect to the Series 20042002-4 2 Interest Period ending on the day preceding such Distribution Date (the “Commitment Fee”"COMMITMENT FEE") during the period from the Series 20042002-4 2 Closing Date to and including the Expiry Date with respect to such Purchaser Group at the Commitment Fee Rate of the average daily Commitment Amount with respect to such Purchaser Group during such Series 20042002-4 2 Interest Period less the sum of the average daily Purchaser Group Invested Amount with respect to such Purchaser Group and the average daily Matched Purchaser Group Invested Amount with respect to such Purchaser Group during such Series 20042002-4 2 Interest Period. The Commitment Fees shall be payable monthly in arrears on each Distribution Date.
(f) Calculations of per annum rates under this Supplement shall be made on the basis of a 360- (or 365-/366- in the case of interest on the Floating Tranche based on the Prime Rate) day year. Calculations of Commitment Fees shall be made on the basis of a 360-dayday year. Each determination of the Adjusted LIBOR Rate by the Administrative Agent shall be conclusive and binding upon each of the parties hereto in the absence of manifest error.
Appears in 1 contract
Samples: Amended and Restated Series 2002 2 Supplement (Avis Group Holdings Inc)
Interest Fees. (a) Interest shall be payable on the Series 20042015-4 3 Notes on each Distribution Date pursuant to Section 3.3.
(b) On any Business Day, CRCF ABRCF may, subject to Section 2.7(c), elect to allocate all or any portion of the Available CP Funding Amount with respect to any Match Funding CP Conduit Purchaser, to one or more CP Tranches with CP Rate Periods commencing on such Business Day by giving the Administrative Agent and the Funding Agent with respect to such Match Funding CP Conduit Purchaser irrevocable written or telephonic (confirmed in writing) notice thereof, which notice must be received by such Funding Agent prior to 3:00 p.m. (New York City time) on the second Business Day prior to such Business Day. Such notice shall specify (i) the applicable Business Day, (ii) the CP Rate Period for each CP Tranche to which a portion of the Available CP Funding Amount with respect to such CP Conduit Purchaser Group is to be allocated and (iii) the portion of such Available CP Funding Amount being allocated to each such CP Tranche. On any Business Day, CRCF ABRCF may, subject to Sections 2.7(c) and 7.4, elect to allocate all or any portion of the Available APA Bank Funding Funded Amount with respect to any CP Conduit Purchaser Group to one or more Eurodollar Tranches with Eurodollar Periods commencing on such Business Day the SOFR Tranche by giving the Administrative Agent and the Funding Agent with respect to such CP Conduit Purchaser Group irrevocable written or telephonic (confirmed in writing) notice thereof, which notice must be received by such Funding Agent prior to 1:00 p.m. (New York City time) three (3) Business Days prior to such Business Day. Such notice shall specify (i) the applicable Business Day, and (ii) the Eurodollar Period for each Eurodollar Tranche to which a portion of the Available APA Bank Funding Amount with respect to such Purchaser Group is to be allocated and (iii) the portion of such Available APA Bank Funding Funded Amount being allocated to each such Eurodollar the SOFR Tranche. Upon receipt of any such notice, the Funding Agent with respect to a CP Conduit Purchaser Group shall notify the CP Conduit Purchaser and the APA Bank with respect to such CP Conduit Purchaser Group of the contents of such notice promptly upon receipt thereof.
(c) Notwithstanding anything to the contrary contained in this Section 2.7, (i) (A) each Match Funding CP Conduit Purchaser shall approve the length of each CP Rate Period and the portion of the Available CP Funding Amount with respect to such Match Funding CP Conduit Purchaser allocated to such CP Rate Period, (B) such Match Funding CP Conduit Purchaser may select, in its sole discretion, any new CP Rate Period if (x) CRCF ABRCF does not provide notice of a new CP Rate Period on a timely basis or (y) the Funding Agent with respect to such Match Funding CP Conduit Purchaser, on behalf of such Match Funding CP Conduit Purchaser, determines, in its sole discretion, that the CP Rate Period requested by CRCF ABRCF is unavailable or for any reason commercially undesirable and (C) the portion of the Available CP Funding Amount with respect to such Match Funding CP Conduit Purchaser allocable to each CP Tranche must be in an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof and (ii) (A) the portion of the Available APA Bank Funding Amount with respect to any Purchaser Group allocable to each Eurodollar Tranche must be in an amount equal to $100,000 or an integral multiple of $100,000 in excess thereof, (B) no more than seven (7) Eurodollar Tranches with respect to such Purchaser Group shall be outstanding at any one time, (C) after the occurrence and during the continuance of any Amortization Event or Potential Amortization Event, CRCF ABRCF may not elect to allocate any portion of the Available APA Bank Funding Funded Amount with respect to any CP Conduit Purchaser Group to a Eurodollar Tranche and (D) during the Series 2004-4 Amortization Period, CRCF may not select any Eurodollar Period that does not end on or prior to the next succeeding Distribution DateSOFR Tranche.
(d) On any Business Day, a Match Funding CP Conduit Purchaser may elect that CRCF ABRCF no longer be permitted to select CP Tranches in accordance with Sections 2.7(b) and (c) in respect of the CP Conduit Funded Amount with respect to such CP Conduit Purchaser by giving CRCF ABRCF and the Administrative Agent irrevocable written notice thereof, which notice must be received by CRCF ABRCF and the Administrative Agent at least one Business Day prior to such Business Day. On any Business Day, a Pooled Funding CP Conduit Purchaser may with the prior written consent of the Administrator (which consent shall not be unreasonably withheld) elect thereafter to allow CRCF ABRCF to select CP Tranches in accordance with Sections 2.7(b) and (c) in respect of the CP Conduit Funded Amount with respect to such CP Conduit Purchaser by giving CRCF ABRCF and the Administrative Agent irrevocable written notice thereof, which notice and consent must be received by CRCF ABRCF and the Administrative Agent at least one Business Day prior to such election. Any CP Conduit Purchaser making an election to change the manner in which its funding costs in respect of its Series 2004-4 Class A Note or Class B Note are allocated in accordance with this Section 2.7(d) will be both a Match Funding CP Conduit Purchaser and a Pooled Funding CP Conduit Purchaser during the period that its Series 2004-4 Class A Note or Class B Note is funded on both a “pooled” and “match funded” basis and its Monthly Funding Costs during that period will be calculated accordingly.
(e) CRCF ABRCF shall pay with funds available pursuant to Section 3.3(a) to the Administrative Agent, for the account of each Purchaser Group, on each Distribution Date, (i) a commitment fee with respect to the Series 20042015-4 3 Interest Period ending on the day preceding such Distribution Date (the “Class A Commitment Fee”) during the period from the Series 20042015-4 3 Closing Date to and including the Expiry Date with respect to such Purchaser Group at equal to the product of (x) the Class A Commitment Fee Rate with respect to such Purchaser Group as of the last day of such Series 2015-3 Interest Period and (y) the excess of (i) the average daily Commitment Amount with respect to the Class A Notes with respect to such Purchaser Group during such Series 20042015-4 3 Interest Period less over (ii) the average daily Class A Purchaser Group Invested Amount with respect to such Purchaser Group during such Series 20042015-4 3 Interest Period and (ii) a commitment fee with respect to the Series 2015-3 Interest Period ending on the day preceding such Distribution Date (the “Class B Commitment Fee”) during the period from the Series 2015-3 Closing Date to and including the Expiry Date with respect to such Purchaser Group equal to the product of (x) the Class B Commitment Fee Rate with respect to such Purchaser Group as of the last day of such Series 2015-3 Interest Period and (y) the excess of (i) the average daily Commitment Amount with respect to the Class B Notes with respect to such Purchaser Group during such Series 2015-3 Interest Period over (ii) the average daily Class B Purchaser Group Invested Amount with respect to such Purchaser Group during such Series 2015-3 Interest Period. The Class A Commitment Fees and the Class B Commitment Fees shall be payable monthly in arrears on each Distribution Date and shall be considered interest on the Series 2015-3 Notes for purposes of calculating the Accrued Amounts with respect to the Series 2015-3 Notes.
(f) ABRCF shall pay with funds available pursuant to Section 3.3(g) to the Administrative Agent, for the account of each Purchaser Group, on each Distribution Date, the Contingent Monthly Funding Costs with respect to each Purchaser Group for the related Series 2015-3 Interest Period. The Contingent Monthly Funding Costs shall be payable monthly in arrears on each Distribution Date.
(fg) Calculations With respect to the Class A Notes and the Class B Notes, calculations of per annum rates (including Daily Simple SOFR) under this Supplement shall be made on the basis of a 360- (or 365-/366- in the case of interest on the Floating Tranche based on the Prime Rate) day year. With respect to the Class R Notes, calculations of per annum rates under this Supplement shall be made on the basis of a 360-day year consisting of twelve 30-day months. Calculations of Class A Commitment Fees and Class B Commitment Fees shall be made on the basis of a 360-day year. Each determination of the Alternate Base Rate or Daily Simple SOFR by the Administrative Agent or by any Funding Agent or Non-Conduit Purchaser shall be conclusive and binding upon each of the parties hereto in the absence of manifest error.
(h) On any date prior to the occurrence of an Amortization Event on which more than 50% of the sum of the Class A Invested Amount and the Class B Invested Amount as of such date is funded by one or more APA Banks at a rate equal to the sum of (i) Adjusted Daily Simple SOFR and (ii) the Class A Applicable Margin or Class B Applicable Margin, as applicable, each Non-Conduit Purchaser may elect, in its sole discretion, by delivering written notice to ABRCF, the Administrator and the Administrative Agent (a “Pricing Increase Notice”), to have the Monthly Funding Costs with respect to such Non-Conduit Purchaser calculated for each day of a Series 2015-3 Interest Period that more than 50% of the sum of the Class A Invested Amount and the Class B Invested Amount is funded by one or more APA Banks at a rate per annum equal to the sum of (A) Adjusted Daily Simple SOFR with respect to such day and (B) the Class A Applicable Margin or Class B Applicable Margin, as applicable, with respect to the SOFR Tranche on such day (rather than Adjusted Daily Simple SOFR with respect to such day and the Program Fee Rate on such day). At any time following delivery of a Pricing Increase Notice by a Non-Conduit Purchaser, such Non-Conduit Purchaser may, in its sole discretion, rescind such election by delivering written notice thereof to ABRCF and the Administrative Agent (a “Pricing Increase Rescission”).
Appears in 1 contract
Samples: Fourth Amended and Restated Series 2015 3 Supplement (Avis Budget Group, Inc.)
Interest Fees. (a) Interest shall be payable on the Series 20042012-4 1 Notes on each Distribution Date pursuant to Section 3.35.3.
(b) On any Business Day, CRCF may, subject to Section 2.7(c), elect to allocate all or any portion of the Available CP Funding Amount with respect to any Match Funding CP Conduit Purchaser, to one or more CP Tranches with CP Rate Periods commencing on such Business Day by giving the Administrative Agent and the Funding Agent with respect to such Match Funding CP Conduit Purchaser irrevocable written or telephonic (confirmed in writing) notice thereof, which notice must be received by such Funding Agent prior to 3:00 p.m. (New York City time) on the second Business Day prior to such Business Day. Such notice shall specify (i) the applicable Business Day, (ii) the CP Rate Period for each CP Tranche to which a portion of the Available CP Funding Amount with respect to such Purchaser Group is to be allocated and (iii) the portion of such Available CP Funding Amount being allocated to each such CP Tranche. On any Business Day, CRCF CPF may, subject to Sections 2.7(c3.6(c) and 7.48.4, elect to allocate all or any portion of the Available APA Bank Funding Amount with respect to any CP Conduit Purchaser Group to one or more Eurodollar Tranches with Eurodollar Periods commencing on such Business Day by giving the Administrative Agent and the Funding Agent with respect to such CP Conduit Purchaser Group irrevocable written or telephonic (confirmed in writing) notice thereof, which notice must be received by such Funding Agent prior to 1:00 p.m. (New York City time) three (3) Business Days prior to such Business Day. Such notice shall specify (i) the applicable Business Day, (ii) the Eurodollar Period for each Eurodollar Tranche to which a portion of the Available APA Bank Funding Amount with respect to such CP Conduit Purchaser Group is to be allocated and (iii) the portion of such Available APA Bank Funding Amount being allocated to each such Eurodollar Tranche. Upon receipt of any such notice, the Funding Agent with respect to a CP Conduit Purchaser Group shall notify the CP Conduit Purchaser and the APA Bank with respect to such CP Conduit Purchaser Group of the contents of such notice promptly upon receipt thereof.
(c) Notwithstanding anything to the contrary contained in this Section 2.73.6, (i) (A) each Match Funding CP Conduit Purchaser shall approve the length of each CP Rate Period and the portion of the Available CP Funding Amount with respect to such Match Funding CP Conduit Purchaser allocated to such CP Rate Period, (B) such Match Funding CP Conduit Purchaser may select, in its sole discretion, any new CP Rate Period if (x) CRCF does not provide notice of a new CP Rate Period on a timely basis or (y) the Funding Agent with respect to such Match Funding CP Conduit Purchaser, on behalf of such Match Funding CP Conduit Purchaser, determines, in its sole discretion, that the CP Rate Period requested by CRCF is unavailable or for any reason commercially undesirable and (C) the portion of the Available CP Funding Amount with respect to such Match Funding CP Conduit Purchaser allocable to each CP Tranche must be in an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof and (ii) (A) the portion of the Available APA Bank Funding Amount with respect to any CP Conduit Purchaser Group allocable to each Eurodollar Tranche must be in an amount equal to $100,000 or an integral multiple of $100,000 in excess thereof, (B) no more than seven (7) 7 Eurodollar Tranches with respect to such CP Conduit Purchaser Group shall be outstanding at any one time, and (C) after the occurrence and during the continuance of any Amortization Event or Potential Amortization EventEvent with respect to the Series 2012-1 Notes, CRCF CPF may not elect to allocate any portion of the Available APA Bank Funding Amount with respect to any CP Conduit Purchaser Group to a Eurodollar Tranche and (D) during the Series 2004-4 Amortization Period, CRCF may not select any Eurodollar Period that does not end on or prior to the next succeeding Distribution DateTranche.
(d) On any Business Day, a Match Funding CP Conduit Purchaser may elect that CRCF no longer be permitted to select CP Tranches in accordance with Sections 2.7(b) and (c) in respect of the CP Conduit Funded Amount with respect to such CP Conduit Purchaser by giving CRCF and the Administrative Agent irrevocable written notice thereof, which notice must be received by CRCF and the Administrative Agent at least one Business Day prior to such Business Day. On any Business Day, a Pooled Funding CP Conduit Purchaser may with the prior written consent of the Administrator (which consent shall not be unreasonably withheld) elect thereafter to allow CRCF to select CP Tranches in accordance with Sections 2.7(b) and (c) in respect of the CP Conduit Funded Amount with respect to such CP Conduit Purchaser by giving CRCF and the Administrative Agent irrevocable written notice thereof, which notice and consent must be received by CRCF and the Administrative Agent at least one Business Day prior to such election. Any CP Conduit Purchaser making an election to change the manner in which its funding costs in respect of its Series 2004-4 Note are allocated in accordance with this Section 2.7(d) will be both a Match Funding CP Conduit Purchaser and a Pooled Funding CP Conduit Purchaser during the period that its Series 2004-4 Note is funded on both a “pooled” and “match funded” basis and its Monthly Funding Costs during that period will be calculated accordingly.
(e) CRCF CPF shall pay with funds available pursuant to Section 3.3(a5.3(a) to the Administrative Agent, for the account of each Purchaser Group, on each Distribution Date, a commitment fee with respect to the Series 20042012-4 1 Interest Period ending on the day preceding such Distribution Date (the “Commitment Fee”) during the period from the Series 20042012-4 Closing Date 1 Revolving Period equal to and including the Expiry Date with respect to such Purchaser Group at the Commitment Fee Rate of times the average daily Commitment Maximum Purchaser Group Invested Amount with respect to such Purchaser Group during such Series 20042012-4 1 Interest Period less the average daily Purchaser Group Invested Amount with respect to such Purchaser Group during such Series 20042012-4 1 Interest Period. The Commitment Fees shall be due and payable monthly in arrears on each Distribution DateDate and on the date the Series 2012-1 Revolving Period terminates.
(fe) Calculations of per annum rates under this Series Supplement shall be made on the basis of a 360- (or 365-/366- in the case of interest on the Floating Tranche based on the Prime Rate) day year. Calculations Each determination of Commitment Fees the Adjusted LIBO Rate by the Administrative Agent shall be made conclusive and binding upon each of the parties hereto in the absence of manifest error.
(f) On any date prior to the occurrence of an Amortization Event on which 50% or more of the basis Series 2012-1 Invested Amount as of such date is funded by one or more APA Banks, each Non-Conduit Purchaser may elect, in its sole discretion, by delivering written notice to CPF, the Administrator and the Administrative Agent (a “Pricing Increase Notice”), to have the Monthly Funding Costs with respect to such Non-Conduit Purchaser calculated for each day of a 360Series 2012-1 Interest Period that more than 50% of the Series 2012-1 Invested Amount is funded by one or more APA Banks at a rate per annum equal to the sum of (A) the Adjusted LIBO Rate with respect to such day and (B) the Applicable Margin with respect to any Eurodollar Tranche on such day (rather than the Adjusted LIBO Rate with respect to such day and the Program Fee Rate on such day). At any time following delivery of a Pricing Increase Notice by a Non-Conduit Purchaser, such Non-Conduit Purchaser may, in its sole discretion, rescind such election by delivering written notice thereof to CPF, the Administrator and the Administrative Agent.
Appears in 1 contract
Interest Fees. (a) Interest shall be payable on the Series 20042002-4 Notes on each Distribution Date pursuant to Section 3.3.. -30-
(b) On any Business Day, CRCF AFC-II may, subject to Section 2.7(c), elect to allocate all or any portion of the Available CP Funding Amount with respect to any Match Funding CP Conduit Purchaser, to one or more CP Tranches with CP Rate Periods commencing on such Business Day by giving the Administrative Agent and the Funding Agent with respect to such Match Funding CP Conduit Purchaser irrevocable written or telephonic (confirmed in writing) notice thereof, which notice must be received by such Funding Agent prior to 3:00 p.m. (New York City time) on the second Business Day prior to such Business Day. Such notice shall specify (i) the applicable Business Day, (ii) the CP Rate Period for each CP Tranche to which a portion of the Available CP Funding Amount with respect to such Purchaser Group is to be allocated and (iii) the portion of such Available CP Funding Amount being allocated to each such CP Tranche. On any Business Day, CRCF AFC-II may, subject to Sections 2.7(c) and 7.4, elect to allocate all or any portion of the Available APA Bank Funding Amount with respect to any Purchaser Group to one or more Eurodollar Tranches with Eurodollar Periods commencing on such Business Day by giving the Administrative Agent and the Funding Agent with respect to such Purchaser Group irrevocable written or telephonic (confirmed in writing) notice thereof, which notice must be received by such Funding Agent prior to 1:00 p.m. (New York City time) three (3) Business Days prior to such Business Day. Such notice shall specify (i) the applicable Business Day, (ii) the Eurodollar Period for each Eurodollar Tranche to which a portion of the Available APA Bank Funding Amount with respect to such Purchaser Group is to be allocated and (iii) the portion of such Available APA Bank Funding Amount being allocated to each such Eurodollar Tranche. Upon receipt of any such notice, the Funding Agent with respect to a Purchaser Group shall notify the CP Conduit Purchaser and the APA Bank with respect to such Purchaser Group of the contents of such notice promptly upon receipt thereof.
(c) Notwithstanding anything to the contrary contained in this Section 2.7, (i) (A) each Match Funding CP Conduit Purchaser shall approve the length of each CP Rate Period and the portion of the Available CP Funding Amount with respect to such Match Funding CP Conduit Purchaser allocated to such CP Rate Period, (B) such Match Funding CP Conduit Purchaser may select, in its sole discretion, any new CP Rate Period if (x) CRCF AFC-II does not provide notice of a new CP Rate Period on a timely basis or (y) the Funding Agent with respect to such Match Funding CP Conduit Purchaser, on behalf of such Match Funding CP Conduit Purchaser, determines, in its sole discretion, that the CP Rate Period requested by CRCF AFC-II is unavailable or for any reason commercially undesirable and (C) the portion of the Available CP Funding Amount with respect to such Match Funding CP Conduit Purchaser allocable to each CP Tranche must be in an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof and (ii) (A) the portion of the Available APA Bank Funding Amount with respect to any Purchaser Group allocable to each Eurodollar Tranche must be in an amount equal to $100,000 or an integral multiple of $100,000 in excess thereof, (B) no more than seven (7) 7 Eurodollar Tranches with respect to such Purchaser Group shall be outstanding at any one time, (C) after the occurrence and during the continuance of any Amortization Event with respect to the Series 2002-4 Notes or Potential Amortization EventEvent with respect to the Series 2002-4 Notes, CRCF AFC-II may not elect to allocate any portion of the Available APA Bank Funding Amount with respect to any Purchaser Group to a Eurodollar Tranche and (D) during the Series 20042002-4 Amortization Period, CRCF AFC-II may not select any Eurodollar Period that does not end on or prior to the next succeeding Distribution Date.
(d) On any Business Day, a Match Funding CP Conduit Purchaser may elect that CRCF AFC-II no longer be permitted to select CP Tranches in accordance with Sections 2.7(b) and (c) in respect of the CP Conduit Funded Amount with respect to such CP Conduit Purchaser by giving CRCF AFC-II and the Administrative Agent irrevocable written notice thereof, which notice must be received by CRCF AFC-II and the Administrative Agent at least one Business Day prior to such Business Day. On any Business Day, a Pooled Funding CP Conduit Purchaser may with the prior written consent of the Administrator (which consent shall not be unreasonably withheld) elect thereafter to allow CRCF AFC-II to select CP Tranches in accordance with Sections 2.7(b) and (c) in respect of the CP Conduit Funded Amount with respect to such CP Conduit Purchaser by giving CRCF AFC-II and the Administrative Agent irrevocable written notice thereof, which notice and consent must be received by CRCF AFC-II and the Administrative Agent at least one Business Day prior to such election. Any CP Conduit Purchaser making an election to change the manner in which its funding costs in respect of its Series 20042002-4 Note are allocated in accordance with this Section 2.7(d) will be both a Match Funding CP Conduit Purchaser and a Pooled Funding CP Conduit Purchaser during the period that its Series 20042002-4 Note is funded on both a “"pooled” " and “"match funded” " basis and its Monthly Funding Costs during that period will be calculated accordingly.
(e) CRCF AFC-II shall pay with funds available pursuant to Section 3.3(a) to the Administrative Agent, for the account of each Purchaser Group, on each Distribution Date, a commitment fee with respect to the Series 20042002-4 Interest Period ending on the day preceding such Distribution Date (the “Commitment Fee”"COMMITMENT FEE") during the period from the Series 20042002-4 Closing Date to and including the Expiry Date with respect to such Purchaser Group at the Commitment Fee Rate of the average daily Commitment Amount with respect to such Purchaser Group during such Series 20042002-4 Interest Period less the sum of the average daily Purchaser Group Invested Amount with respect to such Purchaser Group and the average daily Matched Purchaser Group Invested Amount with respect to such Purchaser Group during such Series 20042002-4 Interest Period. The Commitment Fees shall be payable monthly in arrears on each Distribution Date.
(f) Calculations of per annum rates under this Supplement shall be made on the basis of a 360- (or 365-/366- in the case of interest on the Floating Tranche based on the Prime Rate) day year. Calculations of Commitment Fees shall be made on the basis of a 360-dayday year. Each determination of the Adjusted LIBOR Rate by the Administrative Agent shall be conclusive and binding upon each of the parties hereto in the absence of manifest error.
Appears in 1 contract
Interest Fees. (a) Interest shall be payable on the Series 20042015-4 3 Notes on each Distribution Date pursuant to Section 3.3.
(b) On any Business Day, CRCF ABRCF may, subject to Section 2.7(c), elect to allocate all or any portion of the Available CP Funding Amount with respect to any Match Funding CP Conduit Purchaser, to one or more CP Tranches with CP Rate Periods commencing on such Business Day by giving the Administrative Agent and the Funding Agent with respect to such Match Funding CP Conduit Purchaser irrevocable written or telephonic (confirmed in writing) notice thereof, which notice must be received by such Funding Agent prior to 3:00 p.m. (New York City time) on the second Business Day prior to such Business Day. Such notice shall specify (i) the applicable Business Day, (ii) the CP Rate Period for each CP Tranche to which a portion of the Available CP Funding Amount with respect to such CP Conduit Purchaser Group is to be allocated and (iii) the portion of such Available CP Funding Amount being allocated to each such CP Tranche. On any Business Day, CRCF ABRCF may, subject to Sections 2.7(c) and 7.4, elect to allocate all or any portion of the Available APA Bank Funding Amount with respect to any CP Conduit Purchaser Group to one or more Eurodollar Tranches with Eurodollar Periods commencing on such Business Day by giving the Administrative Agent and the Funding Agent with respect to such CP Conduit Purchaser Group irrevocable written or telephonic (confirmed in writing) notice thereof, which notice must be received by such Funding Agent prior to 1:00 p.m. (New York City time) three (3) Business Days prior to such Business Day. Such notice shall specify (i) the applicable Business Day, (ii) the Eurodollar Period for each Eurodollar Tranche to which a portion of the Available APA Bank Funding Amount with respect to such CP Conduit Purchaser Group is to be allocated and (iii) the portion of such Available APA Bank Funding Amount being allocated to each such Eurodollar Tranche. Upon receipt of any such notice, the Funding Agent with respect to a CP Conduit Purchaser Group shall notify the CP Conduit Purchaser and the APA Bank with respect to such CP Conduit Purchaser Group of the contents of such notice promptly upon receipt thereof.
(c) Notwithstanding anything to the contrary contained in this Section 2.7, (i) (A) each Match Funding CP Conduit Purchaser shall approve the length of each CP Rate Period and the portion of the Available CP Funding Amount with respect to such Match Funding CP Conduit Purchaser allocated to such CP Rate Period, (B) such Match Funding CP Conduit Purchaser may select, in its sole discretion, any new CP Rate Period if (x) CRCF ABRCF does not provide notice of a new CP Rate Period on a timely basis or (y) the Funding Agent with respect to such Match Funding CP Conduit Purchaser, on behalf of such Match Funding CP Conduit Purchaser, determines, in its sole discretion, that the CP Rate Period requested by CRCF ABRCF is unavailable or for any reason commercially undesirable and (C) the portion of the Available CP Funding Amount with respect to such Match Funding CP Conduit Purchaser allocable to each CP Tranche must be in an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof and (ii) (A) the portion of the Available APA Bank Funding Amount with respect to any CP Conduit Purchaser Group allocable to each Eurodollar Tranche must be in an amount equal to $100,000 or an integral multiple of $100,000 in excess thereof, (B) no more than seven (7) 7 Eurodollar Tranches with respect to such CP Conduit Purchaser Group shall be outstanding at any one time, (C) after the occurrence and during the continuance of any Amortization Event or Potential Amortization Event, CRCF ABRCF may not elect to allocate any portion of the Available APA Bank Funding Amount with respect to any CP Conduit Purchaser Group to a Eurodollar Tranche and (D) during the Series 20042015-4 3 Controlled Amortization Period or the Series 2015-3 Rapid Amortization Period, CRCF ABRCF may not select any Eurodollar Period that does not end on or prior to the next succeeding Distribution Date.
(d) On any Business Day, a Match Funding CP Conduit Purchaser may elect that CRCF ABRCF no longer be permitted to select CP Tranches in accordance with Sections 2.7(b) and (c) in respect of the CP Conduit Funded Amount with respect to such CP Conduit Purchaser by giving CRCF ABRCF and the Administrative Agent irrevocable written notice thereof, which notice must be received by CRCF ABRCF and the Administrative Agent at least one Business Day prior to such Business Day. On any Business Day, a Pooled Funding CP Conduit Purchaser may with the prior written consent of the Administrator (which consent shall not be unreasonably withheld) elect thereafter to allow CRCF ABRCF to select CP Tranches in accordance with Sections 2.7(b) and (c) in respect of the CP Conduit Funded Amount with respect to such CP Conduit Purchaser by giving CRCF ABRCF and the Administrative Agent irrevocable written notice thereof, which notice and consent must be received by CRCF ABRCF and the Administrative Agent at least one Business Day prior to such election. Any CP Conduit Purchaser making an election to change the manner in which its funding costs in respect of its Series 2004-4 Class A Note are allocated in accordance with this Section 2.7(d) will be both a Match Funding CP Conduit Purchaser and a Pooled Funding CP Conduit Purchaser during the period that its Series 2004-4 Class A Note is funded on both a “pooled” and “match funded” basis and its Monthly Funding Costs during that period will be calculated accordingly.
(e) CRCF ABRCF shall pay with funds available pursuant to Section 3.3(a) to the Administrative Agent, for the account of each Purchaser Group, on each Distribution Date, a commitment fee with respect to the Series 20042015-4 3 Interest Period ending on the day preceding such Distribution Date (the “Commitment Fee”) during the period from the Series 20042015-4 3 Closing Date to and including the Expiry Date with respect to such Purchaser Group at equal to the product of (x) the Commitment Fee Rate of the average daily Commitment Amount with respect to such Purchaser Group during as of the last day of such Series 2004-4 Interest Period less Series
(f) ABRCF shall pay with funds available pursuant to Section 3.3(g) to the average daily Administrative Agent, for the account of each Purchaser Group Invested Amount Group, on each Distribution Date, the Contingent Monthly Funding Costs with respect to such each Purchaser Group during such for the related Series 20042015-4 3 Interest Period. The Commitment Fees Contingent Monthly Funding Costs shall be payable monthly in arrears on each Distribution Date.
(fg) Calculations With respect to the Class A Notes, calculations of per annum rates under this Supplement shall be made on the basis of a 360- (or 365-/366- in the case of interest on the Floating Tranche based on the Prime Rate) day year. With respect to the Class R Notes, calculations of per annum rates under this Supplement shall be made on the basis of a 360-day year consisting of twelve 30-day months. Calculations of Commitment Fees shall be made on the basis of a 360-day year. Each determination of the Adjusted LIBO Rate or LIBO Rate by the Administrative Agent or by any Non-Conduit Purchaser shall be conclusive and binding upon each of the parties hereto in the absence of manifest error.
(h) On any date prior to the occurrence of an Amortization Event on which more than 50% of the Class A Invested Amount as of such date is funded by one or more APA Banks, each Non-Conduit Purchaser may elect, in its sole discretion, by delivering written notice to ABRCF, the Administrator and the Administrative Agent (a “Pricing Increase Notice”), to have the Monthly Funding Costs with respect to such Non-Conduit Purchaser calculated for each day of a Series 2015-3 Interest Period that more than 50% of the Class A Invested Amount is funded by one or more APA Banks at a rate per annum equal to the sum of (A) the LIBO Rate with respect to such day and (B) the Applicable Margin with respect to any Eurodollar Tranche on such day (rather than the LIBO Rate with respect to such day and the Program Fee Rate on such day). At any time following delivery of a Pricing Increase Notice by a Non-Conduit Purchaser, such Non-Conduit Purchaser may, in its sole discretion, rescind such election by delivering written notice thereof to ABRCF and the Administrative Agent (a “Pricing Increase Rescission”).
Appears in 1 contract
Samples: Second Amended and Restated Series 2015 3 Supplement (Avis Budget Group, Inc.)
Interest Fees. (a) Interest shall be payable on the Series 20042015-4 3 Notes on each Distribution Date pursuant to Section 3.3.
(b) On any Business Day, CRCF ABRCF may, subject to Section 2.7(c), elect to allocate all or any portion of the Available CP Funding Amount with respect to any Match Funding CP Conduit Purchaser, to one or more CP Tranches with CP Rate Periods commencing on such Business Day by giving the Administrative Agent and the Funding Agent with respect to such Match Funding CP Conduit Purchaser irrevocable written or telephonic (confirmed in writing) notice thereof, which notice must be received by such Funding Agent prior to 3:00 p.m. (New York City time) on the second Business Day prior to such Business Day. Such notice shall specify (i) the applicable Business Day, (ii) the CP Rate Period for each CP Tranche to which a portion of the Available CP Funding Amount with respect to such CP Conduit Purchaser Group is to be allocated and (iii) the portion of such Available CP Funding Amount being allocated to each such CP Tranche. On any Business Day, CRCF ABRCF may, subject to Sections 2.7(c) and 7.4, elect to allocate all or any portion of the Available APA Bank Funding Amount with respect to any CP Conduit Purchaser Group to one or more Eurodollar Tranches with Eurodollar Periods commencing on such Business Day by giving the Administrative Agent and the Funding Agent with respect to such CP Conduit Purchaser Group irrevocable written or telephonic (confirmed in writing) notice thereof, which notice must be received by such Funding Agent prior to 1:00 p.m. (New York City time) three (3) Business Days prior to such Business Day. Such notice shall specify (i) the applicable Business Day, (ii) the Eurodollar Period for each Eurodollar Tranche to which a portion of the Available APA Bank Funding Amount with respect to such CP Conduit Purchaser Group is to be allocated and (iii) the portion of such Available APA Bank Funding Amount being allocated to each such Eurodollar Tranche. Upon receipt of any such notice, the Funding Agent with respect to a CP Conduit Purchaser Group shall notify the CP Conduit Purchaser and the APA Bank with respect to such CP Conduit Purchaser Group of the contents of such notice promptly upon receipt thereof.
(c) Notwithstanding anything to the contrary contained in this Section 2.7, (i) (A) each Match Funding CP Conduit Purchaser shall approve the length of each CP Rate Period and the portion of the Available CP Funding Amount with respect to such Match Funding CP Conduit Purchaser allocated to such CP Rate Period, (B) such Match Funding CP Conduit Purchaser may select, in its sole discretion, any new CP Rate Period if (x) CRCF ABRCF does not provide notice of a new CP Rate Period on a timely basis or (y) the Funding Agent with respect to such Match Funding CP Conduit Purchaser, on behalf of such Match Funding CP Conduit Purchaser, determines, in its sole discretion, that the CP Rate Period requested by CRCF ABRCF is unavailable or for any reason commercially undesirable and (C) the portion of the Available CP Funding Amount with respect to such Match Funding CP Conduit Purchaser allocable to each CP Tranche must be in an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof and (ii) (A) the portion of the Available APA Bank Funding Amount with respect to any CP Conduit Purchaser Group allocable to each Eurodollar Tranche must be in an amount equal to $100,000 or an integral multiple of $100,000 in excess thereof, (B) no more than seven (7) 7 Eurodollar Tranches with respect to such CP Conduit Purchaser Group shall be outstanding at any one time, (C) after the occurrence and during the continuance of any Amortization Event or Potential Amortization Event, CRCF ABRCF may not elect to allocate any portion of the Available APA Bank Funding Amount with respect to any CP Conduit Purchaser Group to a Eurodollar Tranche and (D) during the Series 20042015-4 3 Controlled Amortization Period or the Series 2015-3 Rapid Amortization Period, CRCF ABRCF may not select any Eurodollar Period that does not end on or prior to the next succeeding Distribution Date.
(d) On any Business Day, a Match Funding CP Conduit Purchaser may elect that CRCF ABRCF no longer be permitted to select CP Tranches in accordance with Sections 2.7(b) and (c) in respect of the CP Conduit Funded Amount with respect to such CP Conduit Purchaser by giving CRCF ABRCF and the Administrative Agent irrevocable written notice thereof, which notice must be received by CRCF ABRCF and the Administrative Agent at least one Business Day prior to such Business Day. On any Business Day, a Pooled Funding CP Conduit Purchaser may with the prior written consent of the Administrator (which consent shall not be unreasonably withheld) elect thereafter to allow CRCF ABRCF to select CP Tranches in accordance with Sections 2.7(b) and (c) in respect of the CP Conduit Funded Amount with respect to such CP Conduit Purchaser by giving CRCF ABRCF and the Administrative Agent irrevocable written notice thereof, which notice and consent must be received by CRCF ABRCF and the Administrative Agent at least one Business Day prior to such election. Any CP Conduit Purchaser making an election to change the manner in which its funding costs in respect of its Series 2004-4 Class A Note are allocated in accordance with this Section 2.7(d) will be both a Match Funding CP Conduit Purchaser and a Pooled Funding CP Conduit Purchaser during the period that its Series 2004-4 Class A Note is funded on both a “pooled” and “match funded” basis and its Monthly Funding Costs during that period will be calculated accordingly.
(e) CRCF ABRCF shall pay with funds available pursuant to Section 3.3(a) to the Administrative Agent, for the account of each Purchaser Group, on each Distribution Date, a commitment fee with respect to the Series 20042015-4 3 Interest Period ending on the day preceding such Distribution Date (the “Commitment Fee”) during the period from the Series 20042015-4 3 Closing Date to and including the Expiry Date with respect to such Purchaser Group at equal to the product of (x) the Commitment Fee Rate with respect to such Purchaser Group as of the last day of such Series 2015-3 Interest Period and (y) the excess of (i) the average daily Commitment Amount with respect to such Purchaser Group during such Series 20042015-4 3 Interest Period less over (ii) the average daily Purchaser Group Invested Amount with respect to such Purchaser Group during such Series 20042015-4 3 Interest Period. The Commitment Fees shall be payable monthly in arrears on each Distribution DateDate and shall be considered interest on the Series 2015-3 Notes for purposes of calculating the Accrued Amounts with respect to the Series 2015-3 Notes.
(f) Calculations ABRCF shall pay with funds available pursuant to Section 3.3(g) to the Administrative Agent, for the account of each Purchaser Group, on each Distribution Date, the Contingent Monthly Funding Costs with respect to each Purchaser Group for the related Series 2015-3 Interest Period. The Contingent Monthly Funding Costs shall be payable monthly in arrears on each Distribution Date.
(g) With respect to the Class A Notes, calculations of per annum rates under this Supplement shall be made on the basis of a 360- (or 365-/366- in the case of interest on the Floating Tranche based on the Prime Rate) day year. With respect to the Class R Notes, calculations of per annum rates under this Supplement shall be made on the basis of a 360-day year consisting of twelve 30-day months. Calculations of Commitment Fees shall be made on the basis of a 360-day year. Each determination of the Adjusted LIBO Rate or LIBO Rate by the Administrative Agent or by any Non-Conduit Purchaser shall be conclusive and binding upon each of the parties hereto in the absence of manifest error.
(h) On any date prior to the occurrence of an Amortization Event on which more than 50% of the Class A Invested Amount as of such date is funded by one or more APA Banks, each Non-Conduit Purchaser may elect, in its sole discretion, by delivering written notice to ABRCF, the Administrator and the Administrative Agent (a “Pricing Increase Notice”), to have the Monthly Funding Costs with respect to such Non-Conduit Purchaser calculated for each day of a Series 2015-3 Interest Period that more than 50% of the Class A Invested Amount is funded by one or more APA Banks at a rate per annum equal to the sum of (A) the LIBO Rate with respect to such day and (B) the Applicable Margin with respect to any Eurodollar Tranche on such day (rather than the LIBO Rate with respect to such day and the Program Fee Rate on such day). At any time following delivery of a Pricing Increase Notice by a Non-Conduit Purchaser, such Non-Conduit Purchaser may, in its sole discretion, rescind such election by delivering written notice thereof to ABRCF and the Administrative Agent (a “Pricing Increase Rescission”).
Appears in 1 contract
Samples: Amended and Restated Series 2015 3 Supplement (Avis Budget Group, Inc.)
Interest Fees. (a) Interest shall be payable on the Series 20042011-4 1 Investor Notes on each Distribution Payment Date pursuant to Section 3.3Sections 5A.5(a) and (e).
(b) On any Business Day, CRCF the Issuer may, subject to Section 2.7(c), elect to allocate all or any portion of the Available CP Funding Amount with respect to any Match Funding CP Conduit Purchaser, to one or more CP Tranches with CP Rate Periods commencing on such Business Day by giving the Administrative Agent and the Funding Agent with respect to such Match Funding CP Conduit Purchaser irrevocable written or telephonic (confirmed in writing) notice thereof, which notice must be received by such Funding Agent prior to 3:00 p.m. (11:00 A.M., New York City time) on the second , one Business Day prior to such Business Day. Such notice shall specify (i) the applicable Business Day, (ii) the CP Rate Period for each CP Tranche to which a portion of the Available CP Funding Amount with respect to such the CP Conduit Purchaser Group of which such Match Funding CP Conduit Purchaser is a member is to be allocated and (iii) the portion of such Available CP Funding Amount being allocated to each such CP Tranche. On any Business Day, CRCF the Issuer may, subject to Sections Section 2.7(c) and 7.4), elect to allocate all or any portion of the Available APA Bank Funding Amount with respect to any CP Conduit Purchaser Group to one or more Eurodollar Tranches with Eurodollar Periods commencing on such Business Day by giving the Administrative Agent and the Funding Agent with respect to such CP Conduit Purchaser Group irrevocable written or telephonic (confirmed in writing) notice thereof, which notice must be received by such Funding Agent prior to 1:00 p.m. (P.M., New York City time) , three (3) Business Days prior to such Business Day. Such notice shall specify (i) the applicable Business Day, (ii) the Eurodollar Period for each Eurodollar Tranche to which a portion of the Available APA Bank Funding Amount with respect to such CP Conduit Purchaser Group is to be allocated and (iii) the portion of such Available APA Bank Funding Amount being allocated to each such Eurodollar Tranche. Upon receipt of any such notice, the Funding Agent with respect to a CP Conduit Purchaser Group shall notify the CP Conduit Purchaser and the APA Bank with respect to Banks in such CP Conduit Purchaser Group of the contents of such notice promptly upon receipt thereof.
(c) Notwithstanding anything to the contrary contained in this Section 2.7, (i) (A) each Match Funding CP Conduit Purchaser shall approve the length of each CP Rate Period and the portion of the Available CP Funding Amount with respect to such Match Funding CP Conduit Purchaser allocated to such CP Rate Period, (B) such Match Funding CP Conduit Purchaser may select, in its sole discretion, any new CP Rate Period if (x) CRCF the Issuer does not provide notice of a new CP Rate Period on a timely basis or (y) the Funding Agent with respect to such Match Funding CP Conduit Purchaser, on behalf of such Match Funding CP Conduit Purchaser, determines, in its sole discretion, that the CP Rate Period requested by CRCF the Issuer is unavailable or for any reason commercially undesirable and (C) the portion of the Available CP Funding Amount with respect to such Match Funding CP Conduit Purchaser allocable to each CP Tranche must be in an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof and (ii) (A) the portion of the Available APA Bank Funding Amount with respect to any CP Conduit Purchaser Group allocable to each Eurodollar Tranche must be in an amount equal to $100,000 or an integral multiple of $100,000 in excess thereof, (B) no more than seven (7) 10 Eurodollar Tranches with respect to such CP Conduit Purchaser Group shall be outstanding at any one time, (C) after the occurrence and during the continuance of any Amortization Event or Potential Amortization Event, CRCF the Issuer may not elect to allocate any portion of the Available APA Bank Funding Amount with respect to any CP Conduit Purchaser Group to a Eurodollar Tranche and (D) during the Series 20042011-4 1 Amortization Period, CRCF the Issuer may not select any Eurodollar Period that does not end on or prior to the next succeeding Distribution Payment Date.
(d) On any Business Day, a Match Funding CP Conduit Purchaser may elect that CRCF the Issuer no longer be permitted to select CP Tranches in accordance with Sections 2.7(b) and (c) in respect of the CP Conduit Funded Amount with respect to such CP Conduit Purchaser by giving CRCF the Issuer and the Administrative Agent irrevocable written notice thereof, which notice must be received by CRCF the Issuer and the Administrative Agent at least one Business Day prior to such Business Day. On any Business Day, a Pooled Funding CP Conduit Purchaser may with the prior written consent of the Administrator (which consent shall not be unreasonably withheld) elect thereafter to allow CRCF the Issuer to select CP Tranches in accordance with Sections 2.7(b) and (c) in respect of the CP Conduit Funded Amount with respect to such CP Conduit Purchaser by giving CRCF the Issuer and the Administrative Agent irrevocable written notice thereof, which notice and consent must be received by CRCF the Issuer and the Administrative Agent at least one Business Day prior to such electionBusiness Day. Any CP Conduit Purchaser making an election to change the manner in which its funding costs in respect of its Series 2004-4 Class A Investor Note are allocated in accordance with this Section 2.7(d) will be both a Match Funding CP Conduit Purchaser and a Pooled Funding CP Conduit Purchaser during the period that its Series 2004-4 Class A Investor Note is funded on both a “pooled” and “match funded” basis and its Class A Monthly Funding Costs during that period will be calculated accordingly.
(e) CRCF The Indenture Trustee (acting at the written direction of the Administrator upon which the Indenture Trustee may conclusively rely) shall pay with funds available distribute pursuant to Section 3.3(a) 5A.5(b), from amounts deposited in the Series 2011-1 Distribution Account pursuant to Section 5A.4(c), to the Administrative Agent, for the account of each Purchaser Group, on each Distribution Payment Date, a commitment fee with respect to the Series 2004-4 Interest Period ending on the day preceding such Distribution Date (the “Commitment Fee”) in an amount equal to the sum for each day during the period from and including the preceding Payment Date (or, in the case of the initial Payment Date, the Series 20042011-4 1 Closing Date Date) to and including the earlier of the Expiry Date with respect to such Purchaser Group at and the day preceding such Payment Date of the product of (i) the Commitment Fee Rate times (ii) (A) in the case of a CP Conduit Purchaser Group, the excess of 102% of the average daily Commitment Amount with respect to such Purchaser Group during such Series 2004-4 Interest Period less the average daily Class A Maximum Purchaser Group Invested Amount with respect to such CP Conduit Purchaser Group during over the Purchaser Group Invested Amount with respect to such Series 2004CP Conduit Purchaser Group on such day or (B) in the case of a Non-4 Interest Period. The Commitment Fees Conduit Purchaser Group, the excess, if any, of the Class A Maximum Purchaser Group Invested Amount with respect to such Non-Conduit Purchaser Group over the Purchaser Group Invested Amount with respect to such Non-Conduit Purchaser Group on such day divided by (iii) 360; provided, however, that no Defaulting Purchaser Group shall be payable monthly in arrears on each Distribution Dateentitled to receive any Commitment Fee.
(f) Calculations of per annum rates under this Indenture Supplement shall be made on the basis of a 360- (or 365-/366- 365-/366-, in the case of interest on the Floating Tranche based on the Prime Rate) day year. Calculations of Commitment Fees shall be made on the basis of a 360-dayday year. Each determination of the Adjusted LIBO Rate or LIBO Rate by the Administrative Agent shall be conclusive and binding upon each of the parties hereto in the absence of manifest error. Each determination of One-Month LIBOR by the Calculation Agent shall be conclusive and binding upon each of the parties hereto in the absence of manifest error.
Appears in 1 contract
Samples: Indenture Supplement (PHH Corp)
Interest Fees. (a) Interest shall be payable on the Series 20042010-4 6 Notes on each Distribution Date pursuant to Section 3.3.
(b) On any Business Day, CRCF ABRCF may, subject to Section 2.7(c), elect to allocate all or any portion of the Available CP Funding Amount with respect to any Match Funding CP Conduit Purchaser, to one or more CP Tranches with CP Rate Periods commencing on such Business Day by giving the Administrative Agent and the Funding Agent with respect to such Match Funding CP Conduit Purchaser irrevocable written or telephonic (confirmed in writing) notice thereof, which notice must be received by such Funding Agent prior to 3:00 p.m. (New York City time) on the second Business Day prior to such Business Day. Such notice shall specify (i) the applicable Business Day, (ii) the CP Rate Period for each CP Tranche to which a portion of the Available CP Funding Amount with respect to such CP Conduit Purchaser Group is to be allocated and (iii) the portion of such Available CP Funding Amount being allocated to each such CP Tranche. On any Business Day, CRCF ABRCF may, subject to Sections 2.7(c) and 7.4, elect to allocate all or any portion of the Available APA Bank Funding Amount with respect to any CP Conduit Purchaser Group to one or more Eurodollar Tranches with Eurodollar Periods commencing on such Business Day by giving the Administrative Agent and the Funding Agent with respect to such CP Conduit Purchaser Group irrevocable written or telephonic (confirmed in writing) notice thereof, which notice must be received by such Funding Agent prior to 1:00 p.m. (New York City time) three (3) Business Days prior to such Business Day. Such notice shall specify (i) the applicable Business Day, (ii) the Eurodollar Period for each Eurodollar Tranche to which a portion of the Available APA Bank Funding Amount with respect to such CP Conduit Purchaser Group is to be allocated and (iii) the portion of such Available APA Bank Funding Amount being allocated to each such Eurodollar Tranche. Upon receipt of any such notice, the Funding Agent with respect to a CP Conduit Purchaser Group shall notify the CP Conduit Purchaser and the APA Bank with respect to such CP Conduit Purchaser Group of the contents of such notice promptly upon receipt thereof.
(c) Notwithstanding anything to the contrary contained in this Section 2.7, (i) (A) each Match Funding CP Conduit Purchaser shall approve the length of each CP Rate Period and the portion of the Available CP Funding Amount with respect to such Match Funding CP Conduit Purchaser allocated to such CP Rate Period, (B) such Match Funding CP Conduit Purchaser may select, in its sole discretion, any new CP Rate Period if (x) CRCF ABRCF does not provide notice of a new CP Rate Period on a timely basis or (y) the Funding Agent with respect to such Match Funding CP Conduit Purchaser, on behalf of such Match Funding CP Conduit Purchaser, determines, in its sole discretion, that the CP Rate Period requested by CRCF ABRCF is unavailable or for any reason commercially undesirable and (C) the portion of the Available CP Funding Amount with respect to such Match Funding CP Conduit Purchaser allocable to each CP Tranche must be in an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof and (ii) (A) the portion of the Available APA Bank Funding Amount with respect to any CP Conduit Purchaser Group allocable to each Eurodollar Tranche must be in an amount equal to $100,000 or an integral multiple of $100,000 in excess thereof, (B) no more than seven (7) 7 Eurodollar Tranches with respect to such CP Conduit Purchaser Group shall be outstanding at any one time, (C) after the occurrence and during the continuance of any Amortization Event or Potential Amortization Event, CRCF ABRCF may not elect to allocate any portion of the Available APA Bank Funding Amount with respect to any CP Conduit Purchaser Group to a Eurodollar Tranche and (D) during the Series 20042010-4 6 Controlled Amortization Period or the Series 2010-6 Rapid Amortization Period, CRCF ABRCF may not select any Eurodollar Period that does not end on or prior to the next succeeding Distribution Date.
(d) On any Business Day, a Match Funding CP Conduit Purchaser may elect that CRCF ABRCF no longer be permitted to select CP Tranches in accordance with Sections 2.7(b) and (c) in respect of the CP Conduit Funded Amount with respect to such CP Conduit Purchaser by giving CRCF ABRCF and the Administrative Agent irrevocable written notice thereof, which notice must be received by CRCF ABRCF and the Administrative Agent at least one Business Day prior to such Business Day. On any Business Day, a Pooled Funding CP Conduit Purchaser may with the prior written consent of the Administrator (which consent shall not be unreasonably withheld) elect thereafter to allow CRCF ABRCF to select CP Tranches in accordance with Sections 2.7(b) and (c) in respect of the CP Conduit Funded Amount with respect to such CP Conduit Purchaser by giving CRCF ABRCF and the Administrative Agent irrevocable written notice thereof, which notice and consent must be received by CRCF ABRCF and the Administrative Agent at least one Business Day prior to such election. Any CP Conduit Purchaser making an election to change the manner in which its funding costs in respect of its Series 20042010-4 6 Note are allocated in accordance with this Section 2.7(d) will be both a Match Funding CP Conduit Purchaser and a Pooled Funding CP Conduit Purchaser during the period that its Series 20042010-4 6 Note is funded on both a “pooled” and “match funded” basis and its Monthly Funding Costs during that period will be calculated accordingly.
(e) CRCF ABRCF shall pay with funds available pursuant to Section 3.3(a) to the Administrative Agent, for the account of each Purchaser Group, on each Distribution Date, a commitment fee with respect to the Series 20042010-4 6 Interest Period ending on the day preceding such Distribution Date (the “Commitment Fee”) during the period from the Series 20042010-4 6 Closing Date to and including the Expiry Date with respect to such Purchaser Group at the Commitment Fee Rate of the average daily Commitment Amount with respect to such Purchaser Group during such Series 20042010-4 6 Interest Period less the average daily Purchaser Group Invested Amount with respect to such Purchaser Group during such Series 20042010-4 6 Interest Period. The Commitment Fees shall be payable monthly in arrears on each Distribution Date and shall be considered interest on the Series 2010-6 Notes for purposes of calculating the Accrued Amounts with respect to the Series 2010-6 Notes.
(f) ABRCF shall pay with funds available pursuant to Section 3.3(g) to the Administrative Agent, for the account of each Purchaser Group, on each Distribution Date, the Contingent Monthly Funding Costs with respect to each Purchaser Group for the related Series 2010-6 Interest Period. The Contingent Monthly Funding Costs shall be payable monthly in arrears on each Distribution Date.
(fg) Calculations of per annum rates under this Supplement shall be made on the basis of a 360- (or 365-/366- in the case of interest on the Floating Tranche based on the Prime Rate) day year. Calculations of Commitment Fees shall be made on the basis of a 360-day year. Each determination of the Adjusted LIBO Rate or LIBO Rate by the Administrative Agent or by any Non-Conduit Purchaser shall be conclusive and binding upon each of the parties hereto in the absence of manifest error.
(h) On any date prior to the occurrence of an Amortization Event on which more than 50% of the Series 2010-6 Invested Amount as of such date is funded by one or more APA Banks, each Non-Conduit Purchaser may elect, in its sole discretion, by delivering written notice to ABRCF, the Administrator and the Administrative Agent (a “Pricing Increase Notice”), to have the Monthly Funding Costs with respect to such Non-Conduit Purchaser calculated for each day of a Series 2010-6 Interest Period that more than 50% of the Series 2010-6 Invested Amount is funded by one or more APA Banks at a rate per annum equal to the sum of (A) the LIBO Rate with respect to such day and (B) the Applicable Margin with respect to any Eurodollar Tranche on such day (rather than the LIBO Rate with respect to such day and the Program Fee Rate on such day). At any time following delivery of a Pricing Increase Notice by a Non-Conduit Purchaser, such Non-Conduit Purchaser may, in its sole discretion, rescind such election by delivering written notice thereof to ABRCF and the Administrative Agent (a “Pricing Increase Rescission”).
Appears in 1 contract
Samples: Second Amended and Restated Series 2010 6 Supplement (Avis Budget Group, Inc.)
Interest Fees. (a) Interest shall be payable on the Series 20042009-4 3 Notes on each Distribution Date pursuant to Section 3.3.
(b) On any Business Day, CRCF ABRCF may, subject to Section 2.7(c), elect to allocate all or any portion of the Available CP Funding Amount with respect to any Match Funding CP Conduit Purchaser, to one or more CP Tranches with CP Rate Periods commencing on such Business Day by giving the Administrative Agent and the Funding Agent with respect to such Match Funding CP Conduit Purchaser irrevocable written or telephonic (confirmed in writing) notice thereof, which notice must be received by such Funding Agent prior to 3:00 p.m. (New York City time) on the second Business Day prior to such Business Day. Such notice shall specify (i) the applicable Business Day, (ii) the CP Rate Period for each CP Tranche to which a portion of the Available CP Funding Amount with respect to such Purchaser Group is to be allocated and (iii) the portion of such Available CP Funding Amount being allocated to each such CP Tranche. On any Business Day, CRCF ABRCF may, subject to Sections 2.7(c) and 7.4, elect to allocate all or any portion of the Available APA Bank Funding Amount with respect to any Purchaser Group to one or more Eurodollar Tranches with Eurodollar Periods commencing on such Business Day by giving the Administrative Agent and the Funding Agent with respect to such Purchaser Group irrevocable written or telephonic (confirmed in writing) notice thereof, which notice must be received by such Funding Agent prior to 1:00 p.m. (New York City time) three (3) Business Days prior to such Business Day. Such notice shall specify (i) the applicable Business Day, (ii) the Eurodollar Period for each Eurodollar Tranche to which a portion of the Available APA Bank Funding Amount with respect to such Purchaser Group is to be allocated and (iii) the portion of such Available APA Bank Funding Amount being allocated to each such Eurodollar Tranche. Upon receipt of any such notice, the Funding Agent with respect to a Purchaser Group shall notify the CP Conduit Purchaser and the APA Bank with respect to such Purchaser Group of the contents of such notice promptly upon receipt thereof.
(c) Notwithstanding anything to the contrary contained in this Section 2.7, (i) (A) each Match Funding CP Conduit Purchaser shall approve the length of each CP Rate Period and the portion of the Available CP Funding Amount with respect to such Match Funding CP Conduit Purchaser allocated to such CP Rate Period, (B) such Match Funding CP Conduit Purchaser may select, in its sole discretion, any new CP Rate Period if (x) CRCF ABRCF does not provide notice of a new CP Rate Period on a timely basis or (y) the Funding Agent with respect to such Match Funding CP Conduit Purchaser, on behalf of such Match Funding CP Conduit Purchaser, determines, in its sole discretion, that the CP Rate Period requested by CRCF ABRCF is unavailable or for any reason commercially undesirable and (C) the portion of the Available CP Funding Amount with respect to such Match Funding CP Conduit Purchaser allocable to each CP Tranche must be in an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof and (ii) (A) the portion of the Available APA Bank Funding Amount with respect to any Purchaser Group allocable to each Eurodollar Tranche must be in an amount equal to $100,000 or an integral multiple of $100,000 in excess thereof, (B) no more than seven (7) 7 Eurodollar Tranches with respect to such Purchaser Group shall be outstanding at any one time, (C) after the occurrence and during the continuance of any Amortization Event or Potential Amortization Event, CRCF ABRCF may not elect to allocate any portion of the Available APA Bank Funding Amount with respect to any Purchaser Group to a Eurodollar Tranche and (D) during the Series 20042009-4 3 Amortization Period, CRCF ABRCF may not select any Eurodollar Period that does not end on or prior to the next succeeding Distribution Date.
(d) On any Business Day, a Match Funding CP Conduit Purchaser may elect that CRCF ABRCF no longer be permitted to select CP Tranches in accordance with Sections 2.7(b) and (c) in respect of the CP Conduit Funded Amount with respect to such CP Conduit Purchaser by giving CRCF ABRCF and the Administrative Agent irrevocable written notice thereof, which notice must be received by CRCF ABRCF and the Administrative Agent at least one Business Day prior to such Business Day. On any Business Day, a Pooled Funding CP Conduit Purchaser may with the prior written consent of the Administrator (which consent shall not be unreasonably withheld) elect thereafter to allow CRCF ABRCF to select CP Tranches in accordance with Sections 2.7(b) and (c) in respect of the CP Conduit Funded Amount with respect to such CP Conduit Purchaser by giving CRCF ABRCF and the Administrative Agent irrevocable written notice thereof, which notice and consent must be received by CRCF ABRCF and the Administrative Agent at least one Business Day prior to such election. Any CP Conduit Purchaser making an election to change the manner in which its funding costs in respect of its Series 20042009-4 3 Note are allocated in accordance with this Section 2.7(d) will be both a Match Funding CP Conduit Purchaser and a Pooled Funding CP Conduit Purchaser during the period that its Series 20042009-4 3 Note is funded on both a “pooled” and “match funded” basis and its Monthly Funding Costs during that period will be calculated accordingly.
(e) CRCF ABRCF shall pay with funds available pursuant to Section 3.3(a) to the Administrative Agent, for the account of each Purchaser Group, on each Distribution Date, a commitment fee with respect to the Series 20042009-4 3 Interest Period ending on the day preceding such Distribution Date (the “Commitment Fee”) during the period from the Series 20042009-4 3 Closing Date to and including the Expiry Date with respect to such Purchaser Group at in an aggregate amount equal to the sum of the amount for each day in such Series 2009-3 Interest Period equal to (i) the product of (x) the Commitment Fee Rate for such day and (y) the excess of (1) the average daily Commitment Amount with respect to such Purchaser Group during on such Series 2004-4 Interest Period less day over (2) the average daily Purchaser Group Invested Amount with respect to such Purchaser Group during on such Series 2004-4 Interest Periodday, divided by (ii) 360. The Commitment Fees shall be payable monthly in arrears on each Distribution Date.
(f) Calculations of per annum rates under this Supplement shall be made on the basis of a 360- (or 365-/366- in the case of interest on the Floating Tranche based on the Prime Rate) day year. Calculations of Commitment Fees shall be made on the basis of a 360-dayday year. Each determination of the Adjusted LIBOR Rate by the Administrative Agent shall be conclusive and binding upon each of the parties hereto in the absence of manifest error.
Appears in 1 contract
Interest Fees. (a) Interest shall be payable on the Series 20042022-4 2 Notes on each Distribution Date pursuant to Section 3.3.
(b) On any Business Day, CRCF ABRCF may, subject to Section 2.7(c), elect to allocate all or any portion of the Available CP Funding Amount with respect to any Match Funding CP Conduit Purchaser, to one or more CP Tranches with CP Rate Periods commencing on such Business Day by giving the Administrative Agent and the Funding Agent with respect to such Match Funding CP Conduit Purchaser irrevocable written or telephonic (confirmed in writing) notice thereof, which notice must be received by such Funding Agent prior to 3:00 p.m. (New York City time) on the second Business Day prior to such Business Day. Such notice shall specify (i) the applicable Business Day, (ii) the CP Rate Period for each CP Tranche to which a portion of the Available CP Funding Amount with respect to such CP Conduit Purchaser Group is to be allocated and (iii) the portion of such Available CP Funding Amount being allocated to each such CP Tranche. On any Business Day, CRCF ABRCF may, subject to Sections 2.7(c) and 7.4, elect to allocate all or any portion of the Available APA Bank Funding Funded Amount with respect to any CP Conduit Purchaser Group to one or more Eurodollar Tranches with Eurodollar Periods commencing on such Business Day the SOFR Tranche by giving the Administrative Agent and the Funding Agent with respect to such CP Conduit Purchaser Group irrevocable written or telephonic (confirmed in writing) notice thereof, which notice must be received by such Funding Agent prior to 1:00 p.m. (New York City time) three (3) Business Days prior to such Business Day. Such notice shall specify (i) the applicable Business Day, and (ii) the Eurodollar Period for each Eurodollar Tranche to which a portion of the Available APA Bank Funding Amount with respect to such Purchaser Group is to be allocated and (iii) the portion of such Available APA Bank Funding Funded Amount being allocated to each such Eurodollar the SOFR Tranche. Upon receipt of any such notice, the Funding Agent with respect to a CP Conduit Purchaser Group shall notify the CP Conduit Purchaser and the APA Bank with respect to such CP Conduit Purchaser Group of the contents of such notice promptly upon receipt thereof.
(c) Notwithstanding anything to the contrary contained in this Section 2.7, (i) (A) each Match Funding CP Conduit Purchaser shall approve the length of each CP Rate Period and the portion of the Available CP Funding Amount with respect to such Match Funding CP Conduit Purchaser allocated to such CP Rate Period, (B) such Match Funding CP Conduit Purchaser may select, in its sole discretion, any new CP Rate Period if (x) CRCF ABRCF does not provide notice of a new CP Rate Period on a timely basis or (y) the Funding Agent with respect to such Match Funding CP Conduit Purchaser, on behalf of such Match Funding CP Conduit Purchaser, determines, in its sole discretion, that the CP Rate Period requested by CRCF ABRCF is unavailable or for any reason commercially undesirable and (C) the portion of the Available CP Funding Amount with respect to such Match Funding CP Conduit Purchaser allocable to each CP Tranche must be in an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof and (ii) (A) the portion of the Available APA Bank Funding Amount with respect to any Purchaser Group allocable to each Eurodollar Tranche must be in an amount equal to $100,000 or an integral multiple of $100,000 in excess thereof, (B) no more than seven (7) Eurodollar Tranches with respect to such Purchaser Group shall be outstanding at any one time, (C) after the occurrence and during the continuance of any Amortization Event or Potential Amortization Event, CRCF ABRCF may not elect to allocate any portion of the Available APA Bank Funding Funded Amount with respect to any CP Conduit Purchaser Group to a Eurodollar Tranche and (D) during the Series 2004-4 Amortization Period, CRCF may not select any Eurodollar Period that does not end on or prior to the next succeeding Distribution DateSOFR Tranche.
(d) On any Business Day, a Match Funding CP Conduit Purchaser may elect that CRCF ABRCF no longer be permitted to select CP Tranches in accordance with Sections 2.7(b) and (c) in respect of the CP Conduit Funded Amount with respect to such CP Conduit Purchaser by giving CRCF ABRCF and the Administrative Agent irrevocable written notice thereof, which notice must be received by CRCF ABRCF and the Administrative Agent at least one Business Day prior to such Business Day. On any Business Day, a Pooled Funding CP Conduit Purchaser may with the prior written consent of the Administrator (which consent shall not be unreasonably withheld) elect thereafter to allow CRCF ABRCF to select CP Tranches in accordance with Sections 2.7(b) and (c) in respect of the CP Conduit Funded Amount with respect to such CP Conduit Purchaser by giving CRCF ABRCF and the Administrative Agent irrevocable written notice thereof, which notice and consent must be received by CRCF ABRCF and the Administrative Agent at least one Business Day prior to such election. Any CP Conduit Purchaser making an election to change the manner in which its funding costs in respect of its Series 2004-4 Class A Note are allocated in accordance with this Section 2.7(d) will be both a Match Funding CP Conduit Purchaser and a Pooled Funding CP Conduit Purchaser during the period that its Series 2004-4 Class A Note is funded on both a “pooled” and “match funded” basis and its Monthly Funding Costs during that period will be calculated accordingly.
(e) CRCF ABRCF shall pay with funds available pursuant to Section 3.3(a) to the Administrative Agent, for the account of each Purchaser Group, on each Distribution Date, a commitment fee with respect to the Series 20042022-4 2 Interest Period ending on the day preceding such Distribution Date (the “Commitment Fee”) during the period from the Series 20042022-4 2 Closing Date to and including the Expiry Date with respect to such Purchaser Group at equal to the product of (x) the Commitment Fee Rate with respect to such Purchaser Group as of the last day of such Series 2022-2 Interest Period and (y) the excess of (i) the average daily Commitment Amount with respect to such Purchaser Group during such Series 20042022-4 2 Interest Period less over (ii) the average daily Purchaser Group Invested Amount with respect to such Purchaser Group during such Series 20042022-4 2 Interest Period. The Commitment Fees shall be payable monthly in arrears on each Distribution DateDate and shall be considered interest on the Series 2022-2 Notes for purposes of calculating the Accrued Amounts with respect to the Series 2022-2 Notes.
(f) Calculations [Reserved].
(g) With respect to the Class A Notes, calculations of per annum rates (including Daily Simple SOFR) under this Supplement shall be made on the basis of a 360- (or 365-/366- in the case of interest on the Floating Tranche based on the Prime Rate) day year. With respect to the Class R Notes, calculations of per annum rates under this Supplement shall be made on the basis of a 360-day year consisting of twelve 30-day months. Calculations of Commitment Fees shall be made on the basis of a 360-day year. Each determination of the Alternate Base Rate or Daily Simple SOFR by the Administrative Agent or by any Funding Agent or Non-Conduit Purchaser shall be conclusive and binding upon each of the parties hereto in the absence of manifest error.
(h) On any date prior to the occurrence of an Amortization Event on which more than 50% of the Class A Invested Amount as of such date is funded by one or more APA Banks, each Non-Conduit Purchaser may elect, in its sole discretion, by delivering written notice to ABRCF, the Administrator and the Administrative Agent (a “Pricing Increase Notice”), to have the Monthly Funding Costs with respect to such Non-Conduit Purchaser calculated for each day of a Series 2022-2 Interest Period that more than 50% of the Class A Invested Amount is funded by one or more APA Banks at a rate per annum equal to the sum of (A) Adjusted Daily Simple SOFR with respect to such day and (B) the Applicable Margin with respect to the SOFR Tranche on such day (rather than Adjusted Daily Simple SOFR with respect to such day and the Program Fee Rate on such day). At any time following delivery of a Pricing Increase Notice by a Non-Conduit Purchaser, such Non-Conduit Purchaser may, in its sole discretion, rescind such election by delivering written notice thereof to ABRCF and the Administrative Agent (a “Pricing Increase Rescission”).
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