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 (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 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 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, and the applicable Yield Rate shall be the CP Rate plus 1.00%; provided 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 that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day. Any Fixed Period 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 such Early Amortization Commencement Date. On and after 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. (b) References herein to Loans that accrue Yield at the Non-CP Rate being allocated to a Fixed Period shall mean all such Loans that are outstanding during such Fixed Period or a portion thereof. (c) So long as no Event of Default or Early Amortization Event (other than a Single Type Early Amortization Event) shall have occurred and be continuing, each of the Lender and the Agent shall make reasonable efforts to allow Loans to accrue Yield at the CP Rate; provided that neither the Lender nor the Agent shall have any obligation to allow Loans to accrue Yield at the CP Rate upon the occurrence of a CP Disruption Event or upon a determination by the Lender, or the Agent on its behalf, that allowing Loans to accrue Yield at the CP Rate would materially impair its ability to issue commercial paper notes generally or would otherwise be disadvantageous to its business generally.

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 no 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 Rate plus 1.00%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, 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 that (other than a Fixed Period with respect to Loans which accrue Yield at the Non-CP Rate) which would otherwise end on a day that which is not a Business Day shall be extended to the next succeeding Business Day. Any Fixed Period that which 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 such the Early Amortization Commencement Date. On and after such an 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. (b) References herein to Loans that which accrue Yield at the Non-CP Rate being allocated to a Fixed Period shall mean all such Loans that are outstanding during such Fixed Period or a portion thereof. (c) So long as no Event of Default or Early Amortization Event (other than a Single Type or event or circumstance which, with the giving of notice or the passage of time, or both, would constitute an Event of Default or Early Amortization Event) Event shall have occurred and be continuing, each of the Lender and the Agent shall make reasonable efforts to allow Loans to accrue Yield at the CP Rate; provided that neither the Lender nor the Agent shall have any obligation to allow Loans to accrue Yield at the CP Rate upon the occurrence of a CP Disruption Event or upon a determination by the Lender, or the Agent on its behalf, that allowing Loans to accrue Yield at the CP Rate would materially impair its ability to issue commercial paper notes generally or would otherwise be disadvantageous to its business generallyEvent.

Selection of Fixed Periods. (a) At all times hereafter 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 Termination Date, the Borrower shall, subject to the Agent’s 's and the Lender’s '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 no (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, day and the applicable Yield Rate shall be the CP Rate plus 1.00%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 on and after the occurrence and during the continuance of any Event of DefaultDefault (unless waived in accordance with the terms and conditions hereof), 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 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 that which would otherwise end on a day that which is not a Business Day shall be extended to the next succeeding Business Day. Any Fixed Period that which commences before the Early Amortization Commencement Termination Date and would otherwise end on a date occurring after the Early Amortization Commencement Termination Date (in each case other than one solely attributable to a Single Type Early Amortization Event) shall end on such Early Amortization Commencement the Termination Date. On and or after such an Early Amortization Commencement the 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 and the Borrower of the Yield Rate for such Loans. (b) References herein to the Loans that accrue Yield at the Non-CP Rate being allocated to a Fixed Period shall mean all such Loans that are outstanding during such Fixed Period or a portion thereofPeriod. (c) So long as no Event of Default or Early Amortization Event (other than a Single Type Early Amortization Event) shall have occurred and be continuing, each of the Lender and the Agent shall make reasonable efforts to allow Loans to accrue Yield at the CP Rate; provided that neither the Lender nor the Agent shall have any obligation to allow Loans to accrue Yield at the CP Rate upon the occurrence of a CP Disruption Event or upon a determination by the Lender, or the Agent on its behalf, that allowing Loans to accrue Yield at the CP Rate would materially impair its ability to issue commercial paper notes generally or would otherwise be disadvantageous to its business generally.

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, 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, that such Commercial Paper Remittance Report was received by the Agent no 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 plus 1.00%; provided 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, 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 that which would otherwise end on a day that which is not a Business Day shall be extended to the next succeeding Business Day. Any Fixed Period that which 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 such the Early Amortization Commencement Date. On and after such an 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. (b) References herein to Loans that which accrue Yield at the Non-CP Rate being allocated to a Fixed Period shall mean all such Loans that are outstanding during such Fixed Period or a portion thereof. (c) So long as no Event of Default or Early Amortization Event (other than a Single Type Early Amortization Event) shall have occurred and be continuing, each of the Lender and the Agent shall make reasonable efforts to allow Loans to accrue Yield at the CP Rate; provided that neither the Lender nor the Agent shall have any obligation to allow Loans to accrue Yield at the CP Rate upon the occurrence of a CP Disruption Event or upon a determination by the Lender, or the Agent on its behalf, that allowing Loans to accrue Yield at the CP Rate would materially impair its ability to issue commercial paper notes generally or would otherwise be disadvantageous to its business generally.

Selection of Fixed Periods. (a) At all times hereafter 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 Termination Date, the Borrower shall, subject to the Agent’s 's and the Lender’s '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 no (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, day and the applicable Yield Rate shall be the CP Alternative Rate plus 1.00%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 on and after the occurrence and during the continuance of any Event of DefaultDefault or Event of Termination (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, 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 that which would otherwise end on a day that which is not a Business Day shall be extended to the next succeeding Business Day. Any Fixed Period that which commences before the Early Amortization Commencement Termination Date and would otherwise end on a date occurring after the Early Amortization Commencement Termination Date (in each case other than one solely attributable to a Single Type Early Amortization Event) shall end on such Early Amortization Commencement the Termination Date. On and or after such an Early Amortization Commencement the 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 and the Borrower of the Yield Rate for such Loans. (b) References herein to the Loans that accrue Yield at the Non-CP Rate being allocated to a Fixed Period shall mean all such Loans that are outstanding during such Fixed Period or a portion thereofPeriod. (c) So long as no Event of Default or Early Amortization Event (other than a Single Type Early Amortization Event) shall have occurred and be continuing, each of the Lender and the Agent shall make reasonable efforts to allow Loans to accrue Yield at the CP Rate; provided that neither the Lender nor the Agent shall have any obligation to allow Loans to accrue Yield at the CP Rate upon the occurrence of a CP Disruption Event or upon a determination by the Lender, or the Agent on its behalf, that allowing Loans to accrue Yield at the CP Rate would materially impair its ability to issue commercial paper notes generally or would otherwise be disadvantageous to its business generally.

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 (other than one solely attributable to a Single Type Early Amortization Event) 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 no 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 plus 1.00%; provided 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 that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business DayCapital during such Fixed Period. Any Fixed Period that commences before the Early Amortization Commencement Termination Date and would otherwise end on a date occurring after the Early Amortization Commencement Termination Date (in each case other than one solely attributable to a Single Type Early Amortization Event) shall end on such Early Amortization Commencement Date. On the Termination Date and the duration of any Fixed Period that commences on or after such an 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, on the first day of each Fixed Period with respect to Loans which accrue Yield at the if a CP Rate, notify the Agent and the Borrower of the Yield Rate for such Loans. (b) References herein to Loans that accrue Yield at the Non-CP Rate being allocated to a Fixed Period shall mean all such Loans that are outstanding during such Fixed Period or a portion thereof. (c) So long as no Event of Default or Early Amortization Event (other than a Single Type Early Amortization Event) Disruption shall have occurred and be continuing, each of the Lender and the Agent shall make reasonable efforts to allow Loans to accrue Yield at the CP Rate; provided that neither the Lender nor the Agent shall have any obligation to allow Loans to accrue Yield at the CP Rate upon the occurrence of a CP Disruption Event or upon a determination by the LenderTriple-A, or the Administrative Agent on its behalf, that allowing Loans may, upon notice to accrue Yield the Originator and the Seller, terminate any Fixed Period then in effect if Triple-A has funded the Capital allocated to such Fixed Period by issuing Commercial Paper. All outstanding Capital shall be assigned a Fixed Period at all times, which Fixed Periods will be limited as set forth in the CP Rate would materially impair its ability to issue commercial paper notes generally or would otherwise be disadvantageous to its business generallydefinition thereof.

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 (other than one solely attributable to a Single Type Early Amortization Event) 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 no 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 plus 1.00%; provided 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 that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business DayCapital during such Fixed Period. Any Fixed Period that commences before the Early Amortization Commencement Termination Date and would otherwise end on a date occurring after the Early Amortization Commencement Termination Date (in each case other than one solely attributable to a Single Type Early Amortization Event) shall end on such Early Amortization Commencement Date. On the Termination Date and the duration of any Fixed Period that commences on or after such an 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, on the first day of each Fixed Period with respect to Loans which accrue Yield at the if a CP Rate, notify the Agent and the Borrower of the Yield Rate for such Loans. (b) References herein to Loans that accrue Yield at the Non-CP Rate being allocated to a Fixed Period shall mean all such Loans that are outstanding during such Fixed Period or a portion thereof. (c) So long as no Event of Default or Early Amortization Event (other than a Single Type Early Amortization Event) Disruption shall have occurred and be continuing, each of the Lender and the Agent shall make reasonable efforts to allow Loans to accrue Yield at the CP Rate; provided that neither the Lender nor the Agent shall have any obligation to allow Loans to accrue Yield at the CP Rate upon the occurrence of a CP Disruption Event or upon a determination by the LenderTriple-A, or the Administrative Agent on its behalf, that allowing Loans may, upon notice to accrue Yield the Originator and the Seller, terminate any Fixed Period then in effect if Triple-A has funded the Capital allocated to such Fixed Period by issuing Commercial Paper. All outstanding Capital shall be assigned a Fixed Period at all times, which Fixed Periods will be limited as set forth in the CP Rate would materially impair its ability to issue commercial paper notes generally or would otherwise be disadvantageous to its business generallydefinition thereof.

Selection of Fixed Periods. (ai) At all times until All Capital which is not allocated to a CP Tranche shall be allocated to a Fixed Period of one month and Yield thereon shall be calculated by reference to the earlier Eurodollar Rate; provided, however, that (x) if it shall become unlawful for any Purchaser or Liquidity Bank to occur obtain funds in the interbank eurodollar market in order to make, fund or maintain any investment in Capital hereunder, or (y) there shall not be time prior to the commencement of the Early Amortization Commencement Date applicable Fixed Period to determine a Eurodollar Rate or (other z) the Seller, with the consent of the Collateral Agent and the applicable Managing Agent, requests a Fixed Period of less than one solely attributable month, then such Capital shall be allocated to a Single Type Early Amortization EventFixed Period of from one to thirty days and Yield thereon shall accrue at the Base Rate. In the event that a circumstance described in clause (x) and above makes it unlawful for any Purchaser or Liquidity Bank to maintain any investment in Capital hereunder through the Facility Maturity Dateinterbank eurodollar market, upon five Business Days’ written notice to the Seller from the Managing Agent for the affected Purchaser, the Borrower Managing Agent may terminate the Fixed Periods for all Eurodollar Rate Tranches of such Purchaser then outstanding and convert such Eurodollar Rate Tranches into Base Rate Tranches. The term of any Fixed Period described in this paragraph shall, subject except in the case of a Fixed Period requested by the Seller pursuant to clause (z) above, be selected by the applicable Purchaser’s Managing Agent with the consent of the Collateral Agent. (ii) With respect to Capital to be allocated to a CP Tranche, each Managing Agent shall, promptly upon receiving each Sale Notice, following its review of the Seller’s proposal, to the extent that the Seller has not done so in such Sale Notice, select Fixed Periods for all Capital to be funded by the Purchasers in such Managing 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, Purchaser Group so that all such outstanding Loans are Capital is at all times allocated to one a Fixed Period(s) with respect to such Capital (or more any such non-allocated portion thereof) (it being understood that if the Seller does not propose a specific Fixed Periods. Subject Period for all Capital to be funded on any Receivables Purchase Date, the applicable Managing Agents, subject to the provisions of this Section 2.04(c2.02(c), the Yield Rate shall select such Fixed Period(s) with respect to apply to all Loans outstanding shall be the CP Rate. such Capital (or any such non-allocated portion thereof) in their discretion). (iii) 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 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 no Not later than 12:30 P.M. 10:00 A.M. (New York City time) on a day at least one the Business Day prior to such the 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 plus 1.00%; provided 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 that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day. Any Fixed Period 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 such Early Amortization Commencement Date. On and after 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. (b) References herein to Loans that accrue Yield at the Non-CP Rate being any Capital allocated to a Fixed Period shall mean all such Loans that are outstanding during such Fixed Period or a portion thereof. (c) So long as no Event of Default or Early Amortization Event (other than a Single Type Early Amortization Event) Period, the Seller shall have occurred and be continuing, each of the Lender and the Agent shall make reasonable efforts to allow Loans to accrue Yield at the CP Rate; provided that neither the Lender nor the Agent shall have any obligation to allow Loans to accrue Yield at the CP Rate upon the occurrence of a CP Disruption Event or upon a determination by the Lender, or the Agent on its behalf, that allowing Loans to accrue Yield at the CP Rate would materially impair its ability to issue commercial paper notes generally or would otherwise be disadvantageous to its business generally.request new Fixed Periods for such

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 (other than one solely attributable apply to a Single Type Early Amortization Event) and the Facility Maturity Date, the Borrower shall, subject 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 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, and the applicable Yield Rate shall be the CP Rate plus 1.00%; provided 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 that would otherwise end on a day 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 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 (in each case other than one solely attributable to a Single Type Early Amortization Event) shall end on such Early Amortization Commencement the Commitment Termination Date. On and after 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. (b) References herein to Loans that accrue Yield at the Non-CP Rate being allocated to a Fixed Period shall mean all such Loans that are outstanding during such Fixed Period or a portion thereof. (c) So long as no Event of Default or Early Amortization Event (other than a Single Type Early Amortization Event) shall have occurred and be continuing, each of the Lender and the Agent shall make reasonable efforts to allow Loans to accrue Yield at the CP Rate; provided that neither the Lender nor the Agent shall have any obligation to allow Loans to accrue Yield at the CP Rate upon the occurrence of a CP Disruption Event or upon a determination by the Lender, or the Agent on its behalf, that allowing Loans to accrue Yield at the CP Rate would materially impair its ability to issue commercial paper notes generally or would otherwise be disadvantageous to its business generally.

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 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 Notice of Borrowing 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, however, that if such Commercial Paper Remittance Report was not received by the Agent no 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, and the applicable Yield Rate shall be the CP Rate plus 1.00%; provided that, notwithstanding . 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, 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 that which would otherwise end on a day that which is not a Business Day shall be extended to the next succeeding Business Day. Any Fixed Period that which 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 such the Early Amortization Commencement Date. On and after such an 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 and the Borrower of the applicable Yield Rate for such Loans. (b) References herein to Loans that which accrue Yield at the Non-CP Rate being allocated to a Fixed Period shall mean all such Loans that are outstanding during such Fixed Period or a any portion thereof. (c) So long as no Event of Default or Early Amortization Event (other than a Single Type Early Amortization Event) shall have occurred and be continuing, each of the Lender and the Agent shall make reasonable efforts to allow Loans to accrue Yield at the CP Rate; provided that neither the Lender nor the Agent shall have any obligation to allow Loans to accrue Yield at the CP Rate upon the occurrence of a CP Disruption Event or upon a determination by the Lender, or the Agent on its behalf, that allowing Loans to accrue Yield at the CP Rate would materially impair its ability to issue commercial paper notes generally or would otherwise be disadvantageous to its business generally.

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 (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 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; providedPurchasers, that such Commercial Paper Remittance Report was received by the Agent 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, and the applicable Yield Rate shall be the CP Rate plus 1.00%; provided 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 that which would otherwise end on a day that 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 that which commences before the Early Amortization Commencement Termination Date and would otherwise end on a date occurring after the Early Amortization Commencement Termination Date (in each case other than one solely attributable to a Single Type Early Amortization Event) shall end on such Early Amortization Commencement the Termination Date. On and or after such an Early Amortization Commencement the 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 and the Borrower of the Yield Rate for such Loans. (b) References herein to Loans that accrue Yield at the Non-CP Rate being Capital allocated to a Fixed Period shall mean all such Loans that are outstanding during such Fixed Period Period. The initial Yield Rate for any Asset Interest transferred to the Investors pursuant to Section 2.1 or a portion thereof2.2 shall be the Base Rate. (c) So long as no Event of Default or Early Amortization Event (other than a Single Type Early Amortization Event) shall have occurred and be continuing, each of the Lender and the Agent shall make reasonable efforts to allow Loans to accrue Yield at the CP Rate; provided that neither the Lender nor the Agent shall have any obligation to allow Loans to accrue Yield at the CP Rate upon the occurrence of a CP Disruption Event or upon a determination by the Lender, or the Agent on its behalf, that allowing Loans to accrue Yield at the CP Rate would materially impair its ability to issue commercial paper notes generally or would otherwise be disadvantageous to its business generally.

Selection of Fixed Periods. (a) At all times hereafter 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 Termination Date, the Borrower Seller shall, subject to the Agent’s 's and the Lender’s Purchaser'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 no (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, day and the applicable Yield Rate shall be the CP Rate plus 1.00%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 on and after the occurrence and during the continuance of any Event of DefaultTermination (unless waived in accordance with the terms and conditions hereof), the Lender Purchaser shall cease to issue commercial paper notes to fund and maintain Loans hereunder, 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 that which would otherwise end on a day that which is not a Business Day shall be extended to the next succeeding Business Day. Any Fixed Period that which commences before the Early Amortization Commencement Termination Date and would otherwise end on a date occurring after the Early Amortization Commencement Termination Date (in each case other than one solely attributable to a Single Type Early Amortization Event) shall end on such Early Amortization Commencement the Termination Date. On and or after such an Early Amortization Commencement the 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 and the Borrower of the Yield Rate for such Loans. (b) References herein to Loans that accrue Yield at the Non-CP Rate being Capital allocated to a Fixed Period shall mean all such Loans that are outstanding during such Fixed Period or a portion thereofPeriod. (c) So long as no Event of Default or Early Amortization Event (other than a Single Type Early Amortization Event) shall have occurred and be continuing, each of the Lender and the Agent shall make reasonable efforts to allow Loans to accrue Yield at the CP Rate; provided that neither the Lender nor the Agent shall have any obligation to allow Loans to accrue Yield at the CP Rate upon the occurrence of a CP Disruption Event or upon a determination by the Lender, or the Agent on its behalf, that allowing Loans to accrue Yield at the CP Rate would materially impair its ability to issue commercial paper notes generally or would otherwise be disadvantageous to its business generally.

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 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 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, and the applicable Yield Rate shall be the CP Rate plus 1.00%; provided 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 that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day. Any Fixed Period 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 such the Early Amortization Commencement Date. On and after such an 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. (b) References herein to Loans that accrue Yield at the Non-CP Rate being allocated to a Fixed Period shall mean all such Loans that are outstanding during such Fixed Period or a portion thereof. (c) So long as no Event of Default or Early Amortization Event (other than a Single Type Early Amortization Event) shall have occurred and be continuing, each of the Lender and the Agent shall make reasonable efforts to allow Loans to accrue Yield at the CP Rate; provided that neither the Lender nor the Agent shall have any obligation to allow Loans to accrue Yield at the CP Rate upon the occurrence of a CP Disruption Event or upon a determination by the Lender, or the Agent on its behalf, that allowing Loans to accrue Yield at the CP Rate would materially impair its ability to issue commercial paper notes generally or would otherwise be disadvantageous to its business generally.

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 no 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 Rate plus 1.00%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, 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 that (other than a Fixed Period with respect to Loans which accrue Yield at the Non-CP Rate) which would otherwise end on a day that which is not a Business Day shall be extended to the next succeeding Business Day. Any Fixed Period that which 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 such the Early Amortization Commencement Date. On and after such an 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. (b) References herein to Loans that accrue Yield at the Non-CP Rate being allocated to a Fixed Period shall mean all such Loans that are outstanding during such Fixed Period or a portion thereof. (c) So long as no Event of Default or Early Amortization Event (other than a Single Type Early Amortization Event) shall have occurred and be continuing, each of the Lender and the Agent shall make reasonable efforts to allow Loans to accrue Yield at the CP Rate; provided that neither the Lender nor the Agent shall have any obligation to allow Loans to accrue Yield at the CP Rate upon the occurrence of a CP Disruption Event or upon a determination by the Lender, or the Agent on its behalf, that allowing Loans to accrue Yield at the CP Rate would materially impair its ability to issue commercial paper notes generally or would otherwise be disadvantageous to its business generally.

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 (other than one solely attributable to a Single Type Early Amortization Event) 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 no 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 plus 1.00%; provided 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 that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business DayCapital during such Fixed Period. Any Fixed Period that commences before the Early Amortization Commencement Termination Date and would otherwise end on a date occurring after the Early Amortization Commencement Termination Date (in each case other than one solely attributable to a Single Type Early Amortization Event) shall end on such Early Amortization Commencement Date. On the Termination Date and the duration of any Fixed Period that commences on or after such an 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, on the first day of each Fixed Period with respect to Loans which accrue Yield at the if a CP Rate, notify the Agent and the Borrower of the Yield Rate for such Loans. (b) References herein to Loans that accrue Yield at the Non-CP Rate being allocated to a Fixed Period shall mean all such Loans that are outstanding during such Fixed Period or a portion thereof. (c) So long as no Event of Default or Early Amortization Event (other than a Single Type Early Amortization Event) Disruption shall have occurred and be continuing, each of the Lender and the Agent shall make reasonable efforts to allow Loans to accrue Yield at the CP Rate; provided that neither the Lender nor the Agent shall have any obligation to allow Loans to accrue Yield at the CP Rate upon the occurrence of a CP Disruption Event or upon a determination by the LenderTriple-A, or the Administrative Agent on its behalf, that allowing Loans may, upon notice to accrue Yield the Originator and the Seller, terminate any Fixed Period then in effect if Triple-A has funded the Capital allocated to such Fixed Period by issuing Commercial Paper. All outstanding Capital shall be assigned a Fixed Period at all times, which Fixed Periods will be limited as set forth in the CP Rate would materially impair its ability to issue commercial paper notes generally or would otherwise be disadvantageous to its business generallydefinition thereof.