Common use of Selection of Fixed Periods Clause in Contracts

Selection of Fixed Periods. (a) At all times until the earlier to occur of the Early Amortization Commencement Date and the Facility Maturity Date, the Borrower shall, subject to the Agent's and the Lender's approval and the limitations described below, request Fixed Periods and allocations of a portion of the outstanding Loans to each selected Fixed Period, so that all such outstanding Loans are at all times allocated to one or more Fixed Periods. Subject to Section 2.04(c), the Yield Rate to apply to all Loans outstanding shall be the CP Rate. The requested initial Fixed Period applicable to any new Loan arising as a result of a Borrowing shall be requested in the Notice of Borrowing which shall be delivered in connection with the applicable Subsequent Borrowing. Subject to the next sentence of this Section 2.04, each CP Rollover Fixed Period shall commence on the last day of the immediately preceding Fixed Period, and the duration of such CP Rollover Fixed Period shall be such as the Borrower shall request in a Commercial Paper Remittance Report and the Agent shall approve; provided that such Commercial Paper Remittance Report was received by the Agent not later than 12:30 P.M. (New York City time) on a day at least one Business Day prior to such last day, except that if the Agent shall not have received such report before 12:30 P.M. on such day or the Agent and the Borrower shall not have so mutually agreed before 2:00 P.M. (New York City time) on such day, such CP Rollover Fixed Period shall be one day and the applicable Yield Rate shall be the CP Rate; provided that, notwithstanding the foregoing, upon the occurrence of any Early Amortization Event, the applicable Yield Rate for all Fixed Periods in effect at the time of such occurrence shall convert to, and for all Fixed Periods that come into effect thereafter (but prior to the occurrence of any Event of Default) shall be, the Early Amortization Funding Rate and provided further that, notwithstanding the foregoing, upon the occurrence and during the continuance of any Event of Default, the Lender shall cease to issue commercial paper notes to fund and maintain Loans hereunder and the applicable Yield Rate for all Fixed Periods in effect at the time of such occurrence shall convert to, and for all Fixed Periods that come into effect during the continuance of any Event of Default shall be, the Default Funding Rate. Any Fixed Period (other than a Fixed Period with respect to Loans which accrue Yield at the Non-CP Rate) which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day. Any Fixed Period which commences before the Early Amortization Commencement Date and would otherwise end on a date occurring after the Early Amortization Commencement Date shall end on the Early Amortization Commencement Date. On and after the Early Amortization Commencement Date, the Agent shall have the right to allocate outstanding Loans, if any, to Fixed Periods of such duration as shall be selected by the Agent. The Lender shall, on the first day of each Fixed Period with respect to Loans which accrue Yield at the CP Rate, notify the Agent of the Yield Rate for such Loans.

Selection of Fixed Periods. (a) At all times until Promptly upon receiving each Sale Notice, the earlier to occur Administrative Agent shall, following its review of the Early Amortization Commencement Date and the Facility Maturity DateSeller's proposal, the Borrower shall, subject to the Agent's and the Lender's approval and the limitations described below, request select Fixed Periods and allocations of a portion of the outstanding Loans to each selected Fixed Period, for all Capital so that all such outstanding Loans are Capital is at all times allocated to one or more a Fixed Periods. Subject to Section 2.04(c)Period (it being understood that if the Seller does not propose a specific Fixed Period, the Yield Rate to apply to all Loans outstanding Administrative Agent shall be the CP Rateselect such Fixed Period in its discretion). The requested initial Fixed Period applicable to for any new Loan arising as a result of a Borrowing Capital shall be requested specified in the Sale Notice of Borrowing which shall be delivered described in connection with the applicable Subsequent BorrowingSUBSECTION (A) hereof. Subject At least one Business Day prior to the next sentence of this Section 2.04, each CP Rollover Fixed Period shall commence on the last day of the immediately preceding each Fixed Period for any Capital allocated to such Fixed Period, and the duration Seller shall request new Fixed Periods for such Capital; PROVIDED that, in the case of such CP Rollover any Fixed Period for Capital for which Yield is to be determined by reference to the Eurodollar Rate, such request shall be such as the Borrower shall request in a Commercial Paper Remittance Report and the Agent shall approve; provided that such Commercial Paper Remittance Report was received by the Agent given not later than 12:30 P.M. 10:00 A.M. (New York City time) on a day at least one three (3) Business Day Days prior to the last day of the relevant Fixed Period. The Administrative Agent shall, on the date of any Receivables Purchase hereunder and, so long as any Capital related to such last dayReceivables Purchase is outstanding, except that if on the Agent shall not have received first day of each successive Fixed Period for such report before 12:30 P.M. on such day or Capital, notify the Collateral Agent and the Borrower shall not have so mutually agreed before 2:00 P.M. (New York City time) on such day, such CP Rollover Seller of the duration of the relevant Fixed Period shall be one day and the Yield which will be applicable Yield Rate shall be the CP Rate; provided that, notwithstanding the foregoing, upon the occurrence of any Early Amortization Event, the applicable Yield Rate for all Fixed Periods in effect at the time of such occurrence shall convert to, and for all Fixed Periods that come into effect thereafter (but prior to the occurrence of any Event of Default) shall be, the Early Amortization Funding Rate and provided further that, notwithstanding the foregoing, upon the occurrence and Capital during the continuance of any Event of Default, the Lender shall cease to issue commercial paper notes to fund and maintain Loans hereunder and the applicable Yield Rate for all such Fixed Periods in effect at the time of such occurrence shall convert to, and for all Fixed Periods that come into effect during the continuance of any Event of Default shall be, the Default Funding RatePeriod. Any Fixed Period (other than a Fixed Period with respect to Loans which accrue Yield at the Non-CP Rate) which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day. Any Fixed Period which that commences before the Early Amortization Commencement Termination Date and would otherwise end on a date occurring after the Early Amortization Commencement Termination Date shall end on the Early Amortization Commencement Date. On Termination Date and the duration of any Fixed Period that commences on or after the Early Amortization Commencement Date, the Agent Termination Date shall have the right to allocate outstanding Loans, if any, to Fixed Periods be of such duration as shall be selected by the Administrative Agent. The Lender shallIn addition, if a CP Disruption shall have occurred and be continuing, Triple-A, or the Administrative Agent on its behalf, may, upon notice to the first day of each Originator and the Seller, terminate any Fixed Period with respect then in effect if Triple-A has funded the Capital allocated to Loans such Fixed Period by issuing Commercial Paper. All outstanding Capital shall be assigned a Fixed Period at all times, which accrue Yield at Fixed Periods will be limited as set forth in the CP Rate, notify the Agent of the Yield Rate for such Loansdefinition thereof.

Selection of Fixed Periods. (a) At all times until the earlier to occur of the Early Amortization Commencement Date (other than one solely attributable to a Single Type Early Amortization Event) and the Facility Maturity Date, the Borrower shall, subject to the Agent's ’s and the Lender's ’s approval and the limitations described below, request Fixed Periods and allocations of a portion of the outstanding Loans to each selected Fixed Period, so that all such outstanding Loans are at all times allocated to one or more Fixed Periods. Subject to Section 2.04(c), the Yield Rate to apply to all Loans outstanding shall be the CP Rate. The requested initial Fixed Period applicable to any new Loan arising as a result of a Borrowing shall be requested in the Notice of Borrowing Borrowing, which shall be delivered in connection with the applicable Subsequent Borrowing. Subject to the next sentence of this Section 2.04, each CP Rollover Fixed Period shall commence on the last day of the immediately preceding Fixed Period, and the duration of such CP Rollover Fixed Period shall be such as the Borrower shall request in a Commercial Paper Remittance Report and the Agent shall approve; provided provided, that such Commercial Paper Remittance Report was received by the Agent not no later than 12:30 P.M. (New York City time) on a day at least one Business Day prior to such last day, except that if the Agent shall not have received such report before 12:30 P.M. on such day or the Agent and the Borrower shall not have so mutually agreed before 2:00 P.M. (New York City time) on such day, such CP Rollover Fixed Period shall be one day day, and the applicable Yield Rate shall be the CP RateRate plus 1.00%; provided that, notwithstanding the foregoing, upon the occurrence of any Early Amortization Event, the applicable Yield Rate for all Fixed Periods in effect at the time of such occurrence shall convert to, and for all Fixed Periods that come into effect thereafter (but prior to the occurrence of any Event of Default) shall be, the Early Amortization Funding Rate and provided further that, notwithstanding the foregoing, upon the occurrence and during the continuance of any Event of Default, the Lender shall cease to issue commercial paper notes to fund and maintain Loans hereunder hereunder, and the applicable Yield Rate for all Fixed Periods in effect at the time of such occurrence shall convert to, and for all Fixed Periods that come into effect during the continuance of any Event of Default shall be, the Default Funding Rate. Any Fixed Period (other than a Fixed Period with respect to Loans which accrue Yield at the Non-CP Rate) which that would otherwise end on a day which that is not a Business Day shall be extended to the next succeeding Business Day. Any Fixed Period which that commences before the Early Amortization Commencement Date and would otherwise end on a date occurring after the Early Amortization Commencement Date (in each case other than one solely attributable to a Single Type Early Amortization Event) shall end on the such Early Amortization Commencement Date. On and after the such an Early Amortization Commencement Date, the Agent shall have the right to allocate outstanding Loans, if any, to Fixed Periods of such duration as shall be selected by the Agent. The Lender shall, on the first day of each Fixed Period with respect to Loans which accrue Yield at the CP Rate, notify the Agent and the Borrower of the Yield Rate for such Loans.

Selection of Fixed Periods. (a) At all times until Promptly upon receiving each Sale Notice, the earlier to occur Administrative Agent shall, following its review of the Early Amortization Commencement Date and the Facility Maturity DateSeller's proposal, the Borrower shall, subject to the Agent's and the Lender's approval and the limitations described below, request select Fixed Periods and allocations of a portion of the outstanding Loans to each selected Fixed Period, for all Capital so that all such outstanding Loans are Capital is at all times allocated to one or more a Fixed Periods. Subject to Section 2.04(c)Period (it being understood that if the Seller does not propose a specific Fixed Period, the Yield Rate to apply to all Loans outstanding Administrative Agent shall be the CP Rateselect such Fixed Period in its discretion). The requested initial Fixed Period applicable to for any new Loan arising as a result of a Borrowing Capital shall be requested specified in the Sale Notice of Borrowing which shall be delivered described in connection with the applicable Subsequent BorrowingSUBSECTION (a) hereof. Subject At least one Business Day prior to the next sentence of this Section 2.04, each CP Rollover Fixed Period shall commence on the last day of the immediately preceding each Fixed Period for any Capital allocated to such Fixed Period, and the duration Seller shall request new Fixed Periods for such Capital; PROVIDED that, in the case of such CP Rollover any Fixed Period for Capital for which Yield is to be determined by reference to the Eurodollar Rate, such request shall be such as the Borrower shall request in a Commercial Paper Remittance Report and the Agent shall approve; provided that such Commercial Paper Remittance Report was received by the Agent given not later than 12:30 P.M. 10:00 A.M. (New York City time) on a day at least one three (3) Business Day Days prior to the last day of the relevant Fixed Period. The Administrative Agent shall, on the date of any Receivables Purchase hereunder and, so long as any Capital related to such last dayReceivables Purchase is outstanding, except that if on the Agent shall not have received first day of each successive Fixed Period for such report before 12:30 P.M. on such day or Capital, notify the Collateral Agent and the Borrower shall not have so mutually agreed before 2:00 P.M. (New York City time) on such day, such CP Rollover Seller of the duration of the relevant Fixed Period shall be one day and the Yield which will be applicable Yield Rate shall be the CP Rate; provided that, notwithstanding the foregoing, upon the occurrence of any Early Amortization Event, the applicable Yield Rate for all Fixed Periods in effect at the time of such occurrence shall convert to, and for all Fixed Periods that come into effect thereafter (but prior to the occurrence of any Event of Default) shall be, the Early Amortization Funding Rate and provided further that, notwithstanding the foregoing, upon the occurrence and Capital during the continuance of any Event of Default, the Lender shall cease to issue commercial paper notes to fund and maintain Loans hereunder and the applicable Yield Rate for all such Fixed Periods in effect at the time of such occurrence shall convert to, and for all Fixed Periods that come into effect during the continuance of any Event of Default shall be, the Default Funding RatePeriod. Any Fixed Period (other than a Fixed Period with respect to Loans which accrue Yield at the Non-CP Rate) which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day. Any Fixed Period which that commences before the Early Amortization Commencement Termination Date and would otherwise end on a date occurring after the Early Amortization Commencement Termination Date shall end on the Early Amortization Commencement Date. On Termination Date and the duration of any Fixed Period that commences on or after the Early Amortization Commencement Date, the Agent Termination Date shall have the right to allocate outstanding Loans, if any, to Fixed Periods be of such duration as shall be selected by the Administrative Agent. The Lender shallIn addition, if a CP Disruption shall have occurred and be continuing, Triple-A, or the Administrative Agent on its behalf, may, upon notice to the first day of each Originator and the Seller, terminate any Fixed Period with respect then in effect if Triple-A has funded the Capital allocated to Loans such Fixed Period by issuing Commercial Paper. All outstanding Capital shall be assigned a Fixed Period at all times, which accrue Yield at Fixed Periods will be limited as set forth in the CP Rate, notify the Agent of the Yield Rate for such Loansdefinition thereof.

Selection of Fixed Periods. (a) At all times hereafter until -------------------------- the earlier to occur of the Early Amortization Commencement Date and the Facility Maturity Termination Date, the Borrower shall, subject to the Agent's and the Lender's approval and the limitations described below, request select (a) Fixed Periods and allocations of allocate a portion of the outstanding Loans to each selected Fixed Period, so that all such the outstanding Loans are at all times allocated to one or more Fixed Periods. Subject to Section 2.04(c), the Periods and (b) Yield Rate Rates to apply to all such Loans outstanding shall be the CP Ratefor such Fixed Periods. The requested initial Fixed Period Period(s) and Yield Rate(s) applicable to any new Loan the Loans arising as a result of a the initial Borrowing shall be requested specified in the Notice of Borrowing which shall be delivered in connection with the applicable Subsequent Borrowing. Subject notice relating to the next sentence of this Borrowing described in Section 2.04, each CP Rollover 2.02(b). Each subsequent Fixed Period shall --------------- commence on the last day of the immediately preceding Fixed Period, and the duration of and Yield Rate applicable to such CP Rollover subsequent Fixed Period shall be such as the Borrower shall request in a Commercial Paper Remittance Report select and the Agent shall approve; provided that such Commercial Paper Remittance Report was approve on notice from the Borrower received by the Agent (including notice by telephone, confirmed in writing) not later than 12:30 P.M. (New York City time) on a day at least one Business Day prior to such last day, except ------ that if the Agent shall not have received such report notice before 12:30 P.M. on such day or the Agent and the Borrower shall not have so mutually agreed before 2:00 P.M. (New York City time) on such last day, such CP Rollover Fixed Period shall be one day and the applicable Yield Rate shall be the CP Alternative Rate or, if applicable, the Default Rate, until the Agent receives notice from the Borrower requesting a Fixed Period and applicable Yield Rate, which, if accepted by the Agent, shall be the Fixed Period and the applicable Yield Rate; provided provided, that, -------- ---- notwithstanding the foregoing, upon the occurrence of any Early Amortization Event, the applicable Yield Rate for all Fixed Periods in effect at the time of such occurrence shall convert to, on and for all Fixed Periods that come into effect thereafter (but prior to after the occurrence of any Event of Default) shall be, the Early Amortization Funding Rate and provided further that, notwithstanding the foregoing, upon the occurrence and during the continuance of any Default or Event of DefaultTermination (unless such Event of Default or Event of Termination (other than the Event of Termination described in clause (i) thereof which Event of Termination may not be waived for the purposes of this provision) is waived in accordance with the terms and conditions hereof), the Lender shall cease to issue commercial paper notes to fund and maintain Loans hereunder and the applicable Yield Rate for all Fixed Periods in effect at shall be the time of such occurrence shall convert to, and for all Fixed Periods that come into effect during the continuance of any Event of Default shall be, the Default Funding Alternative Rate. Any Fixed Period (other than a Fixed Period with respect to Loans which accrue Yield at the Non-CP Rate) which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day. Any Fixed Period which commences before the Early Amortization Commencement Termination Date and would otherwise end on a date occurring after the Early Amortization Commencement Termination Date shall end on the Early Amortization Commencement Termination Date. On and or after the Early Amortization Commencement Termination Date, the Agent shall have the right to allocate outstanding Loans, if any, Loans to Fixed Periods of such duration as shall be selected by the Agent. The Lender shall, on the first day of each Fixed Period with respect to Loans which accrue Yield at the CP RatePeriod, notify the Agent of the Yield Rate for the Loans allocated to such LoansFixed Period.

Selection of Fixed Periods. Each Asset Interest shall at all times have an associated amount of Capital, a Yield Rate and a Fixed Period applicable to it. At all times hereafter until the Termination Date, the Deal Agent shall, after consultation with the Purchasers, select (a) At all times until the earlier to occur of the Early Amortization Commencement Date and the Facility Maturity Date, the Borrower shall, subject to the Agent's and the Lender's approval and the limitations described below, request Fixed Periods and allocations of allocate a portion of the outstanding Loans Capital to each selected Fixed Period, so that all such the outstanding Loans are Capital is at all times allocated to one or more a Fixed Period and (b) Yield Rates to apply to such Capital for such Fixed Periods. Subject to Section 2.04(c), the Yield Rate to apply to all Loans outstanding shall be the CP Rate. The requested initial Fixed Period applicable to any new Loan arising as a result of a Borrowing shall be requested in the Notice of Borrowing which shall be delivered in connection with the applicable Subsequent Borrowing. Subject to the next sentence of this Section 2.04, each CP Rollover Each subsequent Fixed Period shall commence on the last day of the immediately preceding Fixed Period, and the duration of and Yield Rate applicable to such CP Rollover subsequent Fixed Period shall be such as the Borrower shall request in a Commercial Paper Remittance Report and Deal Agent shall, after consultation with the Agent shall approve; provided that such Commercial Paper Remittance Report was received by the Agent not later than 12:30 P.M. (New York City time) on a day at least one Business Day prior to such last dayPurchasers, except that if the Agent shall not have received such report before 12:30 P.M. on such day or the Agent and the Borrower shall not have so mutually agreed before 2:00 P.M. (New York City time) on such day, such CP Rollover Fixed Period shall be one day and the applicable Yield Rate shall be the CP Rate; provided that, notwithstanding the foregoing, upon the occurrence of any Early Amortization Event, the applicable Yield Rate for all Fixed Periods in effect at the time of such occurrence shall convert to, and for all Fixed Periods that come into effect thereafter (but prior to the occurrence of any Event of Default) shall be, the Early Amortization Funding Rate and provided further that, notwithstanding the foregoing, upon the occurrence and during the continuance of any Event of Default, the Lender shall cease to issue commercial paper notes to fund and maintain Loans hereunder and the applicable Yield Rate for all Fixed Periods in effect at the time of such occurrence shall convert to, and for all Fixed Periods that come into effect during the continuance of any Event of Default shall be, the Default Funding Rateselect. Any Fixed Period (other than a Fixed Period with respect to Loans which accrue Yield at the Non-CP Rate) which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day; provided, however, that -------- ------- if Yield in respect of such Fixed Period is computed by reference to the Adjusted Eurodollar Rate, and such next succeeding Business Day is in the next calendar month, then such Fixed Period shall end on the next preceding Business Day. In addition, whenever any Fixed Period as to which Yield accrues at the Adjusted Eurodollar Rate commences on the last Business Day in a month or on a day for which there is no numerically corresponding day in the month in which such Fixed Period ends, the last day of such Fixed Period shall occur on the last Business Day of the month in which such Fixed Period ends. Furthermore, if a CP Disruption Event shall have occurred and be continuing, the relevant Purchaser, or the Deal Agent on its behalf, may, upon notice to the Seller, terminate any Fixed Period then in effect if such Purchaser has funded the Capital allocated to such Fixed Period by issuing its commercial paper notes. Any Fixed Period which commences before the Early Amortization Commencement Termination Date and would otherwise end on a date occurring after the Early Amortization Commencement Termination Date shall end on the Early Amortization Commencement Termination Date. On and or after the Early Amortization Commencement Termination Date, the Deal Agent shall have the right to allocate outstanding Loans, if any, Capital to Fixed Periods of such duration as shall be selected by the Deal Agent. The Lender relevant Purchaser shall, on the first day of each Fixed Period with respect to Loans which accrue Yield at the CP RatePeriod, notify the Deal Agent of the Yield Rate for the Capital allocated to such LoansFixed Period. The initial Yield Rate for any Asset Interest transferred to the Investors pursuant to Section 2.1 or 2.2 shall be the Base Rate.

Selection of Fixed Periods. (a) At all times until Promptly upon receiving each Sale Notice, the earlier to occur Administrative Agent shall, following its review of the Early Amortization Commencement Date and the Facility Maturity DateSeller's proposal, the Borrower shall, subject to the Agent's and the Lender's approval and the limitations described below, request select Fixed Periods and allocations of a portion of the outstanding Loans to each selected Fixed Period, for all Capital so that all such outstanding Loans are Capital is at all times allocated to one or more a Fixed Periods. Subject to Section 2.04(c)Period (it being understood that if the Seller does not propose a specific Fixed Period, the Yield Rate to apply to all Loans outstanding Administrative Agent shall be the CP Rateselect such Fixed Period in its discretion). The requested initial Fixed Period applicable to for any new Loan arising as a result of a Borrowing Capital shall be requested specified in the Sale Notice of Borrowing which shall be delivered described in connection with the applicable Subsequent Borrowingsubsection (a) hereof. Subject At least one Business Day prior to the next sentence of this Section 2.04, each CP Rollover Fixed Period shall commence on the last day of the immediately preceding each Fixed Period for any Capital allocated to such Fixed Period, and the duration Seller shall request new Fixed Periods for such Capital; provided that, in the case of such CP Rollover any Fixed Period for Capital for which Yield is to be determined by reference to the Eurodollar Rate, such request shall be such as the Borrower shall request in a Commercial Paper Remittance Report and the Agent shall approve; provided that such Commercial Paper Remittance Report was received by the Agent given not later than 12:30 P.M. 10:00 A.M. (New York City time) on a day at least one three (3) Business Day Days prior to the last day of the relevant Fixed Period. The Administrative Agent shall, on the date of any Receivables Purchase hereunder and, so long as any Capital related to such last dayReceivables Purchase is outstanding, except that if on the Agent shall not have received first day of each successive Fixed Period for such report before 12:30 P.M. on such day or Capital, notify the Collateral Agent and the Borrower shall not have so mutually agreed before 2:00 P.M. (New York City time) on such day, such CP Rollover Seller of the duration of the relevant Fixed Period shall be one day and the Yield which will be applicable Yield Rate shall be the CP Rate; provided that, notwithstanding the foregoing, upon the occurrence of any Early Amortization Event, the applicable Yield Rate for all Fixed Periods in effect at the time of such occurrence shall convert to, and for all Fixed Periods that come into effect thereafter (but prior to the occurrence of any Event of Default) shall be, the Early Amortization Funding Rate and provided further that, notwithstanding the foregoing, upon the occurrence and Capital during the continuance of any Event of Default, the Lender shall cease to issue commercial paper notes to fund and maintain Loans hereunder and the applicable Yield Rate for all such Fixed Periods in effect at the time of such occurrence shall convert to, and for all Fixed Periods that come into effect during the continuance of any Event of Default shall be, the Default Funding RatePeriod. Any Fixed Period (other than a Fixed Period with respect to Loans which accrue Yield at the Non-CP Rate) which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day. Any Fixed Period which that commences before the Early Amortization Commencement Termination Date and would otherwise end on a date occurring after the Early Amortization Commencement Termination Date shall end on the Early Amortization Commencement Date. On Termination Date and the duration of any Fixed Period that commences on or after the Early Amortization Commencement Date, the Agent Termination Date shall have the right to allocate outstanding Loans, if any, to Fixed Periods be of such duration as shall be selected by the Administrative Agent. The Lender shallIn addition, if a CP Disruption shall have occurred and be continuing, Triple-A, or the Administrative Agent on its behalf, may, upon notice to the first day of each Originator and the Seller, terminate any Fixed Period with respect then in effect if Triple-A has funded the Capital allocated to Loans such Fixed Period by issuing Commercial Paper. All outstanding Capital shall be assigned a Fixed Period at all times, which accrue Yield at Fixed Periods will be limited as set forth in the CP Rate, notify the Agent of the Yield Rate for such Loansdefinition thereof.

Selection of Fixed Periods. Each Advance shall at all times have an associated amount of principal, a Yield Rate and a Fixed Period applicable to it. The Deal Agent shall, in consultation with the Borrower, select (a) At all times until the earlier each Fixed Period and (b) Yield Rates to occur of the Early Amortization Commencement Date and the Facility Maturity Date, the Borrower shall, subject apply to the Agent's and the Lender's approval and the limitations described below, request such Advance for such Fixed Periods and allocations of shall allocate a portion of the aggregate outstanding Loans principal amount of the Advance to each selected Fixed Period, so that all such of the outstanding Loans are principal amount of the Advance is at all times allocated to one or more Fixed Periods. Subject to Section 2.04(c), provided that, ------------- on or after the Commitment Termination Date, the Deal Agent shall, in its sole discretion, select each such Fixed Period and such Yield Rate Rates to apply to all Loans outstanding shall be such Advance for such Fixed Periods. Each Fixed Period (other than the CP Rate. The requested initial Fixed Period applicable to any new Loan arising as a result of a Borrowing shall be requested in the Notice of Borrowing which shall be delivered in connection with the applicable Subsequent Borrowing. Subject to the next sentence of this Section 2.04, each CP Rollover Fixed Period for an Advance) shall commence on the last day of the immediately preceding Fixed Period, and the duration of such CP Rollover Fixed Period shall be such as the Borrower shall request in a Commercial Paper Remittance Report and the Agent shall approve; provided that such Commercial Paper Remittance Report was received by the Agent not later than 12:30 P.M. (New York City time) on a day at least one Business Day prior to such last day, except that if the Agent shall not have received such report before 12:30 P.M. on such day or the Agent and the Borrower shall not have so mutually agreed before 2:00 P.M. (New York City time) on such day, such CP Rollover Fixed Period shall be one day and the applicable Yield Rate shall be the CP Rate; provided that, notwithstanding the foregoing, upon the occurrence of any Early Amortization Event, the applicable Yield Rate for all Fixed Periods in effect at the time of such occurrence shall convert to, and for all Fixed Periods that come into effect thereafter (but prior to the occurrence of any Event of Default) shall be, the Early Amortization Funding Rate and provided further that, notwithstanding the foregoing, upon the occurrence and during the continuance of any Event of Default, the Lender shall cease to issue commercial paper notes to fund and maintain Loans hereunder and the applicable Yield Rate for all Fixed Periods in effect at the time of such occurrence shall convert to, and for all Fixed Periods that come into effect during the continuance of any Event of Default shall be, the Default Funding Rate. Any Fixed Period (other than a Fixed Period with respect to Loans which accrue Yield at the Non-CP Rate) which that would otherwise end on a day which that is not a Business Day shall be extended to the next succeeding Business Day; provided, however, that if Daily Yield in respect of such Fixed Period is -------- ------- computed by reference to the Adjusted Eurodollar Rate, and such next succeeding Business Day is in the next calendar month, then such Fixed Period shall end on the next preceding Business Day. In addition, whenever any Fixed Period as to which Daily Yield accrues at the Adjusted Eurodollar Rate commences on the last Business Day in a month or on a day for which there is no numerically corresponding day in the month in which such Fixed Period ends, the last day of such Fixed Period shall occur on the last Business Day of the month in which such Fixed Period ends. Furthermore, if a CP Disruption Event shall have occurred and be continuing, the relevant Lender, or the Deal Agent on its behalf, may, upon notice to the Borrower, terminate any Fixed Period then in effect if such Lender has funded the principal amount of the Advance allocated to such Fixed Period by issuing its commercial paper notes. Any Fixed Period which that commences before the Early Amortization Commencement Commitment Termination Date and that would otherwise end on a date occurring after the Early Amortization Commencement Termination Date shall end on the Early Amortization Commencement Commitment Termination Date. On and after the Early Amortization Commencement Date, the Agent shall have the right to allocate outstanding Loans, if any, to Fixed Periods of such duration as shall be selected by the Agent. The Lender shall, on the first day of each Fixed Period with respect to Loans which accrue Yield at the CP Rate, notify the Agent of the Yield Rate for such Loans.

Selection of Fixed Periods. (a) At all times hereafter until the earlier to occur of the Early Amortization Commencement Date and the Facility Maturity Termination Date, the Borrower Seller shall, subject to the Agent's and the LenderPurchaser's approval and the limitations described below, request select (a) Fixed Periods and allocations of allocate a portion of the outstanding Loans Capital to each selected Fixed Period, so that all such the outstanding Loans are Capital is at all times allocated to one or more Fixed Periods. Subject to Section 2.04(c), the Periods and (b) Yield Rate Rates to apply to all Loans outstanding shall be the CP Ratesuch Capital for such Fixed Periods. The requested initial Fixed Period Period(s) and Yield Rate(s) applicable to any new Loan the Capital arising as a result of a Borrowing the initial Purchase shall be requested specified in the Notice of Borrowing which shall be delivered in connection with the applicable Subsequent Borrowing. Subject notice relating to the next sentence of this Purchase described in Section 2.04, each CP Rollover 2.02(b). Each subsequent Fixed Period shall commence on the last day of the immediately preceding Fixed Period, and the duration of and Yield Rate applicable to such CP Rollover subsequent Fixed Period shall be such as the Borrower Seller shall request in a Commercial Paper Remittance Report select and the Agent shall approve; provided that such Commercial Paper Remittance Report was approve on notice from the Seller received by the Agent (including notice by telephone, confirmed in writing) not later than 12:30 P.M. (New York City time) on a day at least one Business Day prior to such last day, except that if the Agent shall not have received such report notice before 12:30 P.M. on such day or the Agent and the Borrower Seller shall not have so mutually agreed before 2:00 P.M. (New York City time) on such last day, such CP Rollover Fixed Period shall be one day and the applicable Yield Rate shall be the CP Alternative Rate, until the Agent receives notice from the Seller requesting a Fixed Period and applicable Yield Rate, which, if accepted by the Agent, shall be the Fixed Period and the applicable Yield Rate; provided provided, that, notwithstanding the foregoing, upon the occurrence of any Early Amortization Event, the applicable Yield Rate for all Fixed Periods in effect at the time of such occurrence shall convert to, on and for all Fixed Periods that come into effect thereafter (but prior to after the occurrence of any Event of Default) shall beTermination (unless waived in accordance with the terms and conditions hereof), the Early Amortization Funding Rate and provided further that, notwithstanding the foregoing, upon the occurrence and during the continuance of any Event of Default, the Lender Purchaser shall cease to issue commercial paper notes to fund and maintain Loans Purchases hereunder and the applicable Yield Rate for all Fixed Periods in effect at shall be the time of such occurrence shall convert to, and for all Fixed Periods that come into effect during the continuance of any Event of Default shall be, the Default Funding Alternative Rate. Any Fixed Period (other than a Fixed Period with respect to Loans which accrue Yield at the Non-CP Rate) which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day. Any Fixed Period which commences before the Early Amortization Commencement Termination Date and would otherwise end on a date occurring after the Early Amortization Commencement Termination Date shall end on the Early Amortization Commencement Termination Date. On and or after the Early Amortization Commencement Termination Date, the Agent shall have the right to allocate outstanding Loans, if any, Capital to Fixed Periods of such duration as shall be selected by the Agent. The Lender Purchaser shall, on the first day of each Fixed Period with respect to Loans which accrue Yield at the CP RatePeriod, notify the Agent of the Yield Rate for the Capital allocated to such LoansFixed Period.

Selection of Fixed Periods. (a) At all times until the earlier to occur of the Early Amortization Commencement Date and the Facility Maturity Date, the Borrower shall, subject to the Agent's ’s and the Lender's ’s approval and the limitations described below, request Fixed Periods and allocations of a portion of the outstanding Loans to each selected Fixed Period, so that all such outstanding Loans are at all times allocated to one or more Fixed Periods. Subject to Section 2.04(c), the Yield Rate to apply to all Loans outstanding shall be the CP Rate. The requested initial Fixed Period applicable to any new Loan arising as a result of a Borrowing shall be requested in the Notice of Borrowing Borrowing, which shall be delivered in connection with the applicable Subsequent Borrowing. Subject to the next sentence of this Section 2.04, each CP Rollover Fixed Period shall commence on the last day of the immediately preceding Fixed Period, and the duration of such CP Rollover Fixed Period shall be such as the Borrower shall request in a Commercial Paper Remittance Report and the Agent shall approve; provided provided, that such Commercial Paper Remittance Report was received by the Agent not no later than 12:30 P.M. (New York City time) on a day at least one Business Day prior to such last day, except that if the Agent shall not have received such report before 12:30 P.M. on such day or the Agent and the Borrower shall not have so mutually agreed before 2:00 P.M. (New York City time) on such day, such CP Rollover Fixed Period shall be one day day, and the applicable Yield Rate shall be the CP RateRate plus 1.00%; provided that, notwithstanding the foregoing, upon the occurrence of any Early Amortization Event, the applicable Yield Rate for all Fixed Periods in effect at the time of such occurrence shall convert to, and for all Fixed Periods that come into effect thereafter (but prior to the occurrence of any Event of Default) shall be, the Early Amortization Funding Rate and provided further that, notwithstanding the foregoing, upon the occurrence and during the continuance of any Event of Default, the Lender shall cease to issue commercial paper notes to fund and maintain Loans hereunder hereunder, and the applicable Yield Rate for all Fixed Periods in effect at the time of such occurrence shall convert to, and for all Fixed Periods that come into effect during the continuance of any Event of Default shall be, the Default Funding Rate. Any Fixed Period (other than a Fixed Period with respect to Loans which accrue Yield at the Non-CP Rate) which that would otherwise end on a day which that is not a Business Day shall be extended to the next succeeding Business Day. Any Fixed Period which that commences before the Early Amortization Commencement Date and would otherwise end on a date occurring after the Early Amortization Commencement Date shall end on the Early Amortization Commencement Date. On and after the Early Amortization Commencement Date, the Agent shall have the right to allocate outstanding Loans, if any, to Fixed Periods of such duration as shall be selected by the Agent. The Lender shall, on the first day of each Fixed Period with respect to Loans which accrue Yield at the CP Rate, notify the Agent and the Borrower of the Yield Rate for such Loans.

Selection of Fixed Periods. (a) At all times until the earlier to occur of the Early Amortization Commencement Date and the Facility Maturity Date, the Borrower shall, subject to the Agent's ’s and the Lender's ’s approval and the limitations described below, request Fixed Periods and allocations of a portion of the outstanding Loans to each selected Fixed Period, so that all such outstanding Loans are at all times allocated to one or more Fixed Periods. Subject to Section 2.04(c), the Yield Rate to apply to all Loans outstanding shall be the CP Rate. The requested initial Fixed Period applicable to any new Loan arising as a result of a Borrowing shall be requested in the Notice of Borrowing, which Notice of Borrowing which also shall be delivered in connection with the applicable Subsequent Borrowing. Subject to the next sentence remaining provisions of this Section 2.04, each CP Rollover Fixed Period shall commence on the last day of the immediately preceding Fixed PeriodPeriod (the “Expiration Date”), and the duration of such CP Rollover Fixed Period shall be such as the Borrower shall request in a Commercial Paper Remittance Report and the Agent shall approve; provided provided, however, that if such Commercial Paper Remittance Report was not received by the Agent not later than by 12:30 P.M. p.m. (New York City time) on a day at least one (1) Business Day prior to such last day, except that Expiration Date or if the Agent shall not have received such report before 12:30 P.M. on such day or the Agent and the Borrower shall not have so mutually agreed to the applicable Fixed Periods before 2:00 P.M. p.m. (New York City time) on such dayExpiration Date, then, such CP Rollover Fixed Period shall be one day day, and the applicable Yield Rate shall be the CP Rate; provided that, notwithstanding the foregoing, upon the occurrence of any Early Amortization Event, the applicable Yield Rate for all Fixed Periods in effect at the time of such occurrence shall convert to, and for all Fixed Periods that come into effect thereafter (but prior to the occurrence of any Event of Default) shall be, the Early Amortization Funding Rate and provided further that, notwithstanding plus 1.00%. Notwithstanding the foregoing, upon the occurrence and during the continuance of any Event of Default, the Lender shall may cease to issue commercial paper notes to fund and maintain Loans hereunder hereunder, and the applicable Yield Rate for all Fixed Periods in effect at the time of such occurrence shall convert to, and for all Fixed Periods that come into effect during the continuance of any Event of Default shall be, the Default Funding Rate. Any Fixed Period (other than a Fixed Period with respect to Loans which accrue Yield at the Non-CP Rate) which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day. Any Fixed Period which commences before the Early Amortization Commencement Date and would otherwise end on a date occurring after the Early Amortization Commencement Date shall end on the Early Amortization Commencement Date. On and after the Early Amortization Commencement Date, the Agent shall have the right to allocate outstanding Loans, if any, to Fixed Periods of such duration as shall be selected by the AgentAgent in its sole discretion. The Lender shall, on the first day of each Fixed Period with respect to Loans which accrue Yield at the CP Rate, notify the Agent of the applicable Yield Rate for such Loans.

Selection of Fixed Periods. (a) At all times hereafter until the earlier to occur of the Early Amortization Commencement Date and the Facility Maturity Termination Date, the Borrower shall, subject to the Agent's and the Lender's approval and the limitations described below, request select (a) Fixed Periods and allocations of allocate a portion of the outstanding Loans to each selected Fixed Period, so that all such the outstanding Loans are at all times allocated to one or more Fixed Periods. Subject to Section 2.04(c), the Periods and (b) Yield Rate Rates to apply to all such Loans outstanding shall be the CP Ratefor such Fixed Periods. The requested initial Fixed Period Period(s) and Yield Rate(s) applicable to any new Loan the Loans arising as a result of a the initial Borrowing shall be requested specified in the Notice of Borrowing which shall be delivered in connection with the applicable Subsequent Borrowing. Subject notice relating to the next sentence of this Borrowing described in Section 2.04, each CP Rollover 2.02(b). Each subsequent Fixed Period shall commence on the last day of the immediately preceding Fixed Period, and the duration of and Yield Rate applicable to such CP Rollover subsequent Fixed Period shall be such as the Borrower shall request in a Commercial Paper Remittance Report select and the Agent shall approve; provided that such Commercial Paper Remittance Report was approve on notice from the Borrower received by the Agent (including notice by telephone, confirmed in writing) not later than 12:30 P.M. (New York City time) on a day at least one Business Day prior to such last day, except that if the Agent shall not have received such report notice before 12:30 P.M. on such day or the Agent and the Borrower shall not have so mutually agreed before 2:00 P.M. (New York City time) on such last day, such CP Rollover Fixed Period shall be one day and the applicable Yield Rate shall be the CP Alternative Rate, until the Agent receives notice from the Borrower requesting a Fixed Period and applicable Yield Rate, which, if accepted by the Agent, shall be the Fixed Period and the applicable Yield Rate; provided provided, that, notwithstanding the foregoing, upon the occurrence of any Early Amortization Event, the applicable Yield Rate for all Fixed Periods in effect at the time of such occurrence shall convert to, on and for all Fixed Periods that come into effect thereafter (but prior to after the occurrence of any Event of Default) shall be, Default (unless waived in accordance with the Early Amortization Funding Rate terms and provided further that, notwithstanding the foregoing, upon the occurrence and during the continuance of any Event of Defaultconditions hereof), the Lender shall cease to issue commercial paper notes to fund and maintain Loans hereunder and the applicable Yield Rate for all Fixed Periods in effect at shall be the time of such occurrence shall convert to, and for all Fixed Periods that come into effect during the continuance of any Event of Default shall be, the Default Funding Alternative Rate. Any Fixed Period (other than a Fixed Period with respect to Loans which accrue Yield at the Non-CP Rate) which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day. Any Fixed Period which commences before the Early Amortization Commencement Termination Date and would otherwise end on a date occurring after the Early Amortization Commencement Termination Date shall end on the Early Amortization Commencement Termination Date. On and or after the Early Amortization Commencement Termination Date, the Agent shall have the right to allocate outstanding Loans, if any, Loans to Fixed Periods of such duration as shall be selected by the Agent. The Lender shall, on the first day of each Fixed Period with respect to Loans which accrue Yield at the CP RatePeriod, notify the Agent of the Yield Rate for the Loans allocated to such LoansFixed Period.

Selection of Fixed Periods. (a) At all times until the earlier to occur of the Early Amortization Commencement Date and the Facility Maturity Date, the Borrower shall, subject to the Agent's and the Lender's approval and the limitations described below, request Fixed Periods and allocations of a portion of the outstanding Loans to each selected Fixed Period, so that all such outstanding Loans are at all times allocated to one or more Fixed Periods. Subject to Section 2.04(c), the Yield Rate to apply to all Loans outstanding shall be the CP Rate. The requested initial Fixed Period applicable to any new Loan arising as a result of a Borrowing shall be requested in the Notice of Borrowing Borrowing, which shall be delivered in connection with the applicable Subsequent Borrowing. Subject to the next sentence of this Section 2.04, each CP Rollover Fixed Period shall commence on the last day of the immediately preceding Fixed Period, and the duration of such CP Rollover Fixed Period shall be such as the Borrower shall request in a Commercial Paper Remittance Report delivered by Servicer on behalf of Borrower and the Agent shall approve; provided provided, that such Commercial Paper Remittance Report was received by the Agent not later than 12:30 P.M. (New York City time) on a day at least one Business Day prior to such last day, except that if the Agent shall not have received such report before 12:30 P.M. on such day or the Agent and the Borrower shall not have so mutually agreed before 2:00 P.M. (New York City time) on such day, such CP Rollover Fixed Period shall be one day day, and the applicable Yield Rate shall be the CP RateRate plus 1.00%; provided that, notwithstanding the foregoing, upon the occurrence of any Early Amortization Event, the applicable Yield Rate for all Fixed Periods in effect at the time of such occurrence shall convert to, and for all Fixed Periods that come into effect thereafter (but prior to the occurrence of any Event of Default) shall be, the Early Amortization Funding Rate and provided further that, notwithstanding the foregoing, upon the occurrence and during the continuance of any Event of Default, the Lender shall may cease to issue commercial paper notes to fund and maintain Loans hereunder hereunder, and the applicable Yield Rate for all Fixed Periods in effect at the time of such occurrence shall convert to, and for all Fixed Periods that come into effect during the continuance of any Event of Default shall be, the Default Funding Rate. Any Fixed Period (other than a Fixed Period with respect to Loans which accrue Yield at the Non-CP Rate) which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day. Any Fixed Period which commences before the Early Amortization Commencement Date and would otherwise end on a date occurring after the Early Amortization Commencement Date shall end on the Early Amortization Commencement Date. On and after the Early Amortization Commencement Date, the Agent shall have the right to allocate outstanding Loans, if any, to Fixed Periods of such duration as shall be selected by the Agent. The Lender shall, on the first day of each Fixed Period with respect to Loans which accrue Yield at the CP Rate, notify the Agent of the Yield Rate for such Loans.