Common use of The Variable Funding Note Clause in Contracts

The Variable Funding Note. (a) On the terms and conditions hereinafter set forth, on the Closing Date, the Borrower shall deliver to the Agent, at the address set forth on Annex A to this Agreement, a duly executed variable funding note (the “Variable Funding Note”), in substantially the form of Exhibit B-1, dated as of the date of this Agreement, in a face amount equal to the Conduit Lender’s Commitment as of the Closing Date and otherwise duly completed. Each Variable Funding Note evidences, and at all times on and after the date hereof shall continue to evidence each Conduit Lender’s ratable share of the security interest in the Collateral granted pursuant to Section 8.1. Interest shall accrue, and each Variable Funding Note shall be payable, as described herein. (b) During the Revolving Period, the Borrower may, at its option, request the Conduit Lender to make advances of funds (each, an “Advance”) under the Variable Funding Note, each such Funding Request to be substantially in the form of Exhibit A-1 hereto, in an aggregate amount up to the Availability as of the date of the proposed Advance. Following the receipt of a Funding Request, subject to the terms and conditions hereinafter set forth, during the Revolving Period, the Conduit Lender shall fund such Advance. Notwithstanding anything to the contrary contained herein, the Conduit Lender shall not be obligated to provide the Agent or the Borrower with aggregate funds in connection with an Advance that would exceed the lesser of (i) the Conduit Lender’s unused Commitment or (ii) the Availability, in each case on the date such Advance is to be made. (c) The Borrower may, within 60 days but not less than 45 days prior to (x) the date on which the Liquidity Purchase Agreement terminates, in the case of an extension of the Liquidity Purchase Agreement or (y) the Termination Date then in effect pursuant to clause (c) of the definition thereof, in the case of an extension of the Termination Date, request by written notice to (i) the Agent for each applicable Liquidity Bank to extend the term of the Liquidity Purchase Agreement for an additional period of 364 days and (ii) the Agent for the Conduit Lender, to extend the Termination Date then in effect pursuant to clause (c) of the definition thereof. The Agent will give prompt notice to the Liquidity Bank or the Conduit Lender, as applicable, of its receipt of such request, and each of the Liquidity Bank and the Conduit Lender shall make a determination, each in its respective sole discretion, not less than 15 days prior to the expiration of the Liquidity Purchase Agreement or the Commitment Termination Date, as applicable, as to whether or not it will agree to the extension requested. The failure of the Agent to provide timely notice of the Liquidity Bank’s and the Conduit Lender’s decision to the Borrower shall be deemed to constitute a refusal by the Liquidity Bank and the Conduit Lender to extend the Commitment Termination Date or the term of the Liquidity Purchase Agreement, as applicable. The Borrower confirms that the Liquidity Bank and the Conduit Lender, in their sole and absolute discretion, without regard to the value or performance of the Collateral or any other factor, may elect not to extend the term of such Liquidity Purchase Agreement, the date set forth in clause (c) of the definition of Termination Date or the Commitment Termination Date, as applicable.

The Variable Funding Note. (a) On the terms and conditions hereinafter set forth, on the Closing Date, the Borrower shall deliver (i) to the Agenteach Lender, at the applicable address set forth on Annex A to this Agreement, and (ii) on the effective date of any Assignment and Acceptance or Joinder Supplement, to each successor Lender or additional Lender, as applicable, at the address set forth in the applicable Assignment and Acceptance or Joinder Supplement, a duly executed variable funding note (the each, a “Variable Funding Note”), in substantially the form of Exhibit B-1B, dated as of the date of this Agreement, in a face amount equal to the Conduit applicable Lender’s Commitment as of the Closing Date or the effective date of any Assignment and Acceptance or Joinder Supplement, as applicable, and otherwise duly completed. The Borrower shall deliver to the Trustee and the Registrar a copy of each such Variable Funding Note issued. Each Variable Funding Note evidences, and at all times on and after the date hereof shall continue to evidence each Conduit Lender’s ratable share of the security interest in the Collateral granted pursuant to Section 8.18.1 in an amount equal, at any time, to the percentage equivalent of a fraction, (x) the numerator of which is the outstanding Advances by such Lender under the applicable Variable Funding Note on such day and (y) the denominator of which is the Advances Outstanding on such day. Interest shall accrue, and each Variable Funding Note shall be payable, as described herein. (b) During the Revolving Period, the Borrower may, at its option, request the Conduit Lender Lenders to make advances of funds (each, an “Advance”) under the Variable Funding NoteNotes, each such Funding Request to be substantially in the form of Exhibit A-1 hereto, in an aggregate amount up to the Availability as of the date proposed Funding Date of the proposed Advance. Following the receipt of a Funding Request, subject to the terms and conditions hereinafter set forth, during the Revolving Period, the Conduit Lender Lenders shall fund such Advance. Notwithstanding anything to the contrary contained herein, the Conduit no Lender shall not be obligated to provide the Agent or the Borrower with aggregate funds in connection with an Advance that would exceed the lesser least of (i) the Conduit such Lender’s unused Commitment then in effect, (ii) the aggregate unused Commitments then in effect or (iiiii) the Availability, in each case on the date proposed Funding Date of such Advance is to be madeAdvance. (c) The Borrower may, within 60 days but not less than 45 days prior to (x) the date on which the any Liquidity Purchase Agreement terminates, (in the case of an extension of the such Liquidity Purchase Agreement Agreement) or (y) the Termination Date then in effect pursuant to clause (c) of the definition thereof, (in the case of an extension of the Termination Date), request by written notice to the Agent that (i) the Agent for each applicable Liquidity Bank to extend the term of the its related Liquidity Purchase Agreement for an additional period of 364 days and (ii) the Agent for the Conduit Lender, to each Lender extend the Termination Date then in effect pursuant to clause (c) of the definition thereofthereof for an additional period of 364 days. The Agent will give prompt notice to each applicable Liquidity Bank, each applicable Lender and the Liquidity Bank or the Conduit Lender, as applicable, Trustee of its receipt of such request, and each of the such Liquidity Bank and the Conduit Lender shall make a determination, each in its respective sole discretion, not less than 15 days prior to the expiration of the Liquidity Purchase Agreement or the Commitment Termination Date, as applicable, as to whether or not it will agree to the extension requested, and shall notify the Agent thereof (who will thereupon notify the Trustee). The failure of the Agent to provide timely notice of the any Liquidity Bank’s and the Conduit or Lender’s decision to the Borrower shall be deemed to constitute a refusal by the such Liquidity Bank and the Conduit or Lender to extend the Commitment Termination Date or the term of the applicable Liquidity Purchase Agreement, as applicablerespectively. Any Lender which fails to extend the term of its Liquidity Purchase Agreement shall be a Non-Extending Lender subject to Section 2.1(d). The Borrower confirms that the each Liquidity Bank and the Conduit LenderLenders, in their sole and absolute discretion, without regard to the value or performance of the Collateral or any other factor, may elect not to extend the term of such any Liquidity Purchase Agreement, the date set forth in clause (c) of the definition of Termination Date or Date. (d) If, during the Revolving Period, a Conduit Lender that funds the Advances to be made hereunder through the issuance of Commercial Paper Notes under a 364-day facility does not extend such facility (such Conduit Lender, a “Non-Extending Lender”), the Borrower shall have the right to replace such Non-Extending Lender with a new Lender by causing the Non-Extending Lender, at any time prior to the next succeeding Payment Date, to assign its Variable Funding Note to such new Lender in accordance with Section 12.17. Upon the effective date of such assignment, the Commitment Termination of each Non-Extending Lender shall immediately terminate, and the Non-Extending Lender shall surrender its Variable Funding Note to the Registrar. If a Non-Extending Lender is not replaced prior to the next succeeding Payment Date, the Borrower shall, on such Payment Date, repay the Advances outstanding to such Non-Extending Lender in accordance with Section 2.8. The Borrower’s right to replace a Non-Extending Lender shall be exercisable by the Borrower before and after the Termination Date for such Non-Extending Lender. (e) The Borrower may, with the written consent of the Agent and each Lender, add additional Persons as applicableLenders hereunder or cause an existing Lender to increase its Commitment in connection with a corresponding increase in the Facility Amount. Each additional Lender shall become a party hereto by executing and delivering to the Agent, the Trustee and the Borrower a Joinder Supplement.

The Variable Funding Note. (a) On the terms and conditions hereinafter set forth, on the Closing Date, the Borrower shall deliver on the Effective Date, to the Administrative Agent, at on behalf of the address set forth on Annex A to this AgreementLenders, a duly executed variable funding note in substantially the form of Exhibit B (the “Variable Funding Note” or “VFN”), in substantially the form of Exhibit B-1, dated as of the date of this Agreement, in a face amount equal to the Conduit Lender’s Commitment as of the Closing Date and otherwise duly completed. Each The face amount of the Variable Funding Note evidences, and at all times on and after shall be $175,000,000; the date hereof maximum principal balance of the Variable Funding Note shall continue to evidence each Conduit be the Maximum Facility Amount. Each Committed Lender’s ratable share of Commitment shall be allocated ratably to the security interest Variable Funding Note in the Collateral granted pursuant to Section 8.1accordance with its Pro Rata Share. Interest shall accrue, and each Variable Funding Note the VFN shall be payable, as described herein. (b) During the Revolving Period, the Borrower may, at its option, request the Conduit Lender Lenders to make advances of funds (each, an “Advance”) under the Variable Funding Note, each such Funding Request VFN pursuant to be substantially in the form of Exhibit A-1 hereto, in an aggregate amount up a Borrowing Notice delivered to the Availability as Administrative Agent and each of the date of the proposed AdvanceLenders. Following the receipt of a Funding Request, Borrowing Notice and subject to the terms and conditions hereinafter set forth, during the Revolving Period, the Conduit Lender Lenders shall fund such Advance. Notwithstanding anything to the contrary contained herein, the Conduit no Committed Lender shall not be obligated to provide the Agent or the Borrower with aggregate funds in connection with an Advance that would exceed the lesser of (i) the Conduit such Committed Lender’s unused Commitment or (ii) the Availability, then in each case on the date such Advance is to be madeeffect. (c) The Borrower may, within 60 90 days but not less than 45 60 days prior to (x) the date on which the Liquidity Purchase Agreement terminates, in the case of an extension of the Liquidity Purchase Agreement or (y) the Termination Date then in effect pursuant to clause (c) of the definition thereof, in the case of an extension of the Facility Termination Date, request by written notice to (i) the Agent Administrative Agent, make a request for each applicable Liquidity Bank Lender to extend the term of the Liquidity Purchase Agreement Facility Termination Date for an additional period of 364 days and (ii) the Agent for the Conduit Lender, to extend the Termination Date then in effect pursuant to clause (c) of the definition thereofdays. The Administrative Agent will give prompt notice to the Liquidity Bank or the Conduit Lender, as applicable, shall promptly notify each Lender of its receipt of such request, notice. The Administrative Agent and each of the Liquidity Bank and the Conduit Lender shall make a determination, each in its respective their sole discretion, not less than 15 within 30 days prior to the expiration of the Liquidity Purchase Agreement or date of the Commitment Termination Date, as applicableBorrower’s request for such extension, as to whether or not it will agree to the applicable extension requested. The failure of the Administrative Agent and each Lender to provide timely notice of the Liquidity Bank’s and the Conduit Lender’s its decision to the Borrower shall be deemed to constitute a refusal by the Liquidity Bank Administrative Agent and the Conduit each Lender to extend the Commitment Termination Date or the term of the Liquidity Purchase Agreement, as applicableapplicable date. The Borrower confirms that the Liquidity Bank Administrative Agent and the Conduit each Lender, in their sole and absolute discretion, without regard to the value or performance of the Collateral or any other factor, may elect not to extend the term Facility Termination Date. The Administrative Agent shall give prompt notice to the Backup Servicer and the Trustee as to whether or not the Facility Termination Date has been extended. (d) The Borrower may, with the written consent of the Administrative Agent, add additional Persons as Lenders or, subject to compliance with the terms of Section 2.17 and with the written consent of the Administrative Agent (which consent shall not be unreasonably withheld) and the applicable Committed Lender (such Liquidity Purchase Agreementconsent in its sole discretion), cause an existing Committed Lender to increase its Commitment in connection with a corresponding increase in the date Maximum Facility Amount (subject to the limitations set forth in clause (c) of the definition of Termination Date “Maximum Facility Amount”); provided that any proposed increase in Commitments shall be offered to each Committed Lender on a pro rata basis based upon each Committed Lender’s Commitment; provided further that no electing Committed Lender shall be required, without its consent, to accept more than its pro rata share of the total increase in Maximum Facility Amount offered to all Committed Lenders. If the addition of any Lender or the increase of any Committed Lender’s Commitment Termination Datehereunder would cause the aggregate Commitments of the Committed Lenders to exceed the Maximum Facility Amount, as applicablesuch addition or increase may only be effected upon 90 days written notice and with the prior written consent of the Administrative Agent and each Lender and any such increase in the Maximum Facility Amount shall be allocated pro rata among the Committed Lenders that elect to increase their respective Commitments. Each additional Lender shall become a party hereto by executing and delivering to the Administrative Agent and the Borrower a Joinder Supplement.

The Variable Funding Note. (a) On the terms and conditions hereinafter set forth, on the Closing Date, the Borrower shall deliver to the Agent, at the address set forth on Annex A to this Agreement, a duly executed variable funding note (the “Variable Funding Note” or “VFN”), in substantially the form of Exhibit B-1B, dated as of on the date of Closing Date, to the Lender at its address set forth on Annex A to this Agreement, in a face amount equal to the Conduit Lender’s Commitment as of the Closing Date and otherwise duly completed. Each The Variable Funding Note evidences, and at all times on and after shall evidence the date hereof shall continue to evidence each Conduit Lender’s ratable share of the security interest in the Collateral granted pursuant to Section 8.1Advances hereunder. Interest shall accrue, and each Variable Funding Note the VFN shall be payable, as described herein. The VFN shall be in the name of “MMP-7 Funding, LLC” and shall be in the maximum principal amount of up to $50,000,000 and otherwise duly completed. (b) During On the Revolving Periodterms and conditions hereinafter set forth, from the Closing Date to, but excluding the Termination Date, the Borrower may, at its option, request the Conduit Lender to make advances of funds under the VFN (each, an “Advance”) under and the Variable Funding Note, each Lender shall make such Funding Request to be substantially in the form of Exhibit A-1 hereto, Advance in an amount equal to such requested Advance; provided, that in no event shall the Lender make any Advance if, after giving effect to such Advance the aggregate amount up to Advances Outstanding hereunder would exceed the Availability as lesser of (i) the date of Facility Amount or (ii) the proposed Advance. Following the receipt of a Funding Request, subject to the terms and conditions hereinafter set forth, during the Revolving Period, the Conduit Lender shall fund such AdvanceMaximum Availability. Notwithstanding anything contained in this Section 2.1 or elsewhere in this Agreement to the contrary contained hereincontrary, the Conduit Lender shall not be obligated to provide the Administrative Agent or the Borrower with aggregate funds in connection with an Advance that would exceed the lesser of (i) the Conduit Lender’s unused Commitment or (ii) the Availability, then in each case on the date such Advance is to be madeeffect. (c) [Reserved]. (d) The Borrower may, within 60 days but not less than 45 days prior to (x) the date on which expiration of the Liquidity Purchase Agreement terminates, in the case of an extension of the Liquidity Purchase Agreement or (y) the Termination Date then date set forth in effect pursuant to clause (c) of the definition thereof, of Termination Date in the case of an extension of this Agreement (the Termination Date“Extension Notice Period”), request by written notice to the Administrative Agent, make a request (i) for the Agent for each applicable Liquidity Bank which has a Liquidity Agreement with a scheduled termination date within the next 364 days following the Extension Notice Period to extend the term of the such Liquidity Purchase Agreement for an additional period of 364 days and (ii) the Agent for the Conduit Lender, Administrative Agent to extend the Termination Date then date set forth in effect pursuant to clause (c) of the definition thereofof Termination Date for an additional period of 364 days. The Administrative Agent will give prompt notice to the Lender and the Liquidity Bank or the Conduit Lender, as applicable, of its receipt of such request, and each of the Lender and the Liquidity Bank and the Conduit Lender shall make a determination, each in its respective their sole discretion, not less than 15 days prior to the expiration of the Liquidity Purchase Agreement date set forth in clause (c) of the definition of Termination Date or the Commitment Termination Date, expiration of the Liquidity Agreement (as applicable, ) as to whether or not it will agree to the applicable extension requested. The failure of the Administrative Agent or of the Liquidity Bank, as applicable, to provide timely notice of the Liquidity Bank’s and the Conduit Lender’s its decision to the Borrower shall be deemed to constitute a refusal by the Lender or the Liquidity Bank and the Conduit Lender (as applicable) to extend the Commitment date set forth in clause (c) of the definition of Termination Date or the term of the Liquidity Purchase Agreement, as applicable. In the event that the term of any such Liquidity Agreement or the date set forth in clause (c) of the definition of Termination Date is not extended for a period of up to 364 days, the Termination Date shall be extended with the consent of the Administrative Agent (such consent not to be unreasonably withheld) for a period of 90 days and notice of such termination shall be provided by the Administrative Agent to the Trustee, the Originator, the Borrower and the Servicer. Only one such 90 day extension of the Termination Date, as described in this Section 2.1(d), may occur. The Borrower confirms that the Liquidity Bank and the Conduit Lender, in their sole and absolute discretion, without regard to the value or performance of the Collateral Loans or any other factor, may elect not to extend the term of such Liquidity Purchase Agreement, Agreement or the date set forth in clause (c) of the definition of Termination Date Date. (e) Notwithstanding anything contained in this Section 2.1 or contained herein, on and after May 22, 2009, the Commitment Termination DateBorrower shall be prohibited from and shall cease acquiring ABS Direct Loans, as applicableReal Estate Loans (including, without limitation, Senior Secured Real Estate Loans, B-Note Loans or Mezzanine Loans) or Middle Market Loans that are DIP Loans, Second Lien Loans or Subordinated Loans. ABS Direct Loans, Real Estate Loans (including, without limitation, Senior Secured Real Estate Loans, B-Note Loans or Mezzanine Loans) or Middle Market Loans that are DIP Loans, Second Lien Loans or Subordinated Loans shall be prohibited from becoming part of the Collateral without the consent of the Administrative Agent.

The Variable Funding Note. (a) On the terms and conditions hereinafter set forth, on the Closing Date, the Borrower shall deliver to the Agent, at the address set forth on Annex A to the signature pages of this Agreement, a duly executed variable funding note (the “Variable Funding Note”), in substantially the form of Exhibit B-1, dated as of the date of this Agreement, in a face amount equal to the Conduit Lender’s Commitment as of the Closing Date and otherwise duly completed. Each The Variable Funding Note evidences, and at all times on and after issued to the date hereof Conduit Lender shall continue to evidence each Conduit Lender’s ratable share of the security interest be in the Collateral granted pursuant name of “Xxxxxx Xxxxxxx Corp., as the Agent” and shall be in the face amount equal to Section 8.1$125,000,000. Interest shall accrue, and each The Variable Funding Note shall be payableevidence an undivided ownership interest (and the Borrower does hereby sell, as described hereintransfer, assign and convey such undivided ownership interest to the Conduit Lender) in the Collateral purchased by the Conduit Lender. (b) During On the terms and conditions hereinafter set forth, during the Revolving Period, the Borrower may, at its option, request the Conduit Lender to make advances of funds (each, an “Advance”) under the Variable Funding Note, each such Funding Request to be substantially in the form of Exhibit A-1 hereto, Note in an aggregate amount up to the Availability as of the date of the proposed Advancesuch request. Following the receipt of a Funding Request, subject to the terms and conditions hereinafter set forth, during the Revolving Period, the Conduit Lender shall fund such Advance. Notwithstanding anything in this Section 2.1 or elsewhere in this Agreement to the contrary contained hereincontrary, the Conduit Lender shall not be obligated to provide the Agent or the Borrower with aggregate funds in connection with an Advance that would exceed the lesser of (i) the Conduit Lender’s unused Commitment or (ii) the Availability, then in each case on the date such Advance is to be madeeffect. (c) On the terms and conditions hereinafter set forth, during the Revolving Period, the Borrower may, at its option, request the Conduit Lender advance funds to the Borrower on an expedited basis, each such Expedited Funding Request to be on the terms and conditions set forth herein and substantially in the form of Exhibit A-1-X hereto, and the Conduit Lender shall advance to the Borrower the amount requested under an Expedited Funding Request (each, an “Expedited Advance”). Notwithstanding anything in this Section 2.1 or elsewhere in this Agreement to the contrary, the Conduit Lender shall not be obligated to make more than two Expedited Advances to the Borrower in the same week. (d) The Borrower may, within 60 sixty (60) days but not less than 45 forty-five (45) days prior to (x) the date on which expiration of the Liquidity Purchase Agreement terminates, in the case of an extension of the Liquidity Purchase Agreement or (y) the Commitment Termination Date then in effect pursuant to clause (c) of the definition thereof, in the case of an extension of the Termination Datethis Agreement, request by written notice make a request to (i) the Agent for each applicable Liquidity Bank to extend the term of the Liquidity Purchase Agreement for an additional period of 364 days and (ii) the Agent for the Conduit Lender, to extend the Commitment Termination Date then in effect pursuant for an additional period of 364 days, it being understood that the Borrower and the Agent will work with S&P, Xxxxx’x or, at the Agent’s discretion, another Rating Agency to clause (c) obtain a reconfirmation of the definition thereofrating as provided in Section 3.1(e) as a Condition Precedent to the extension of the Commitment Termination Date. The Agent will give prompt notice to the Liquidity Bank or the Conduit Lender, as applicable, of its receipt of such request, and each of the Liquidity Bank and the Conduit Lender shall make a determination, each in its respective sole discretion, not less than 15 fifteen (15) days prior to the expiration of the Liquidity Purchase Agreement or the Commitment Termination Date, as applicable, as to whether or not it will agree to the extension requested. The failure of the Agent to provide timely notice of the Liquidity Bank’s and the Conduit Lender’s decision to the Borrower shall be deemed to constitute a refusal by the Liquidity Bank and the Conduit Lender to extend the Commitment Termination Date or the term of the Liquidity Purchase Agreement or this Agreement, as applicable. The Borrower confirms that the Liquidity Bank and the Conduit Lender, in their sole and absolute discretion, without regard to the value or performance of the Collateral or any other factor, may elect not to extend the term of such Liquidity Purchase Agreement or this Agreement, the date set forth in clause (c) of the definition of Termination Date or the Commitment Termination Date, as applicable.

The Variable Funding Note. (a) On the terms and conditions hereinafter set forth, on the Closing Date, the Borrower shall deliver to the Agent, at the address set forth on Annex A to this Agreement, a duly executed variable funding note (the “Variable Funding Note” or “VFN”), in substantially the form of Exhibit B-1B, dated as of on the date of Closing Date, to the Lender at its address set forth on Annex A to this Agreement, in a face amount equal to the Conduit Lender’s Commitment as of the Closing Date and otherwise duly completed. Each The Variable Funding Note evidences, and at all times on and after shall evidence the date hereof shall continue to evidence each Conduit Lender’s ratable share of the security interest in the Collateral granted pursuant to Section 8.1Advances hereunder. Interest shall accrue, and each Variable Funding Note the VFN shall be payable, as described herein. The VFN shall be in the name of “MMP-5 Funding, LLC” and shall be in the maximum principal amount of up to $50,000,000 and otherwise duly completed. (b) During On the Revolving Periodterms and conditions hereinafter set forth, from the Closing Date to, but excluding the Termination Date, the Borrower may, at its option, request the Conduit Lender to make advances of funds under the VFN (each, an “Advance”) under and the Variable Funding Note, each Lender shall make such Funding Request to be substantially in the form of Exhibit A-1 hereto, Advance in an amount equal to such requested Advance; provided, that in no event shall the Lender make any Advance if, after giving effect to such Advance the aggregate amount up to Advances Outstanding hereunder would exceed the Availability as lesser of (i) the date of Facility Amount or (ii) the proposed Advance. Following the receipt of a Funding Request, subject to the terms and conditions hereinafter set forth, during the Revolving Period, the Conduit Lender shall fund such AdvanceMaximum Availability. Notwithstanding anything contained in this Section 2.1 or elsewhere in this Agreement to the contrary contained hereincontrary, the Conduit Lender shall not be obligated to provide the Administrative Agent or the Borrower with aggregate funds in connection with an Advance that would exceed the lesser of (i) the Conduit Lender’s unused Commitment or (ii) the Availability, then in each case on the date such Advance is to be madeeffect. (c) [Reserved]. (d) The Borrower may, within 60 days but not less than 45 days prior to (x) the date on which expiration of the Liquidity Purchase Agreement terminates, in the case of an extension of the Liquidity Purchase Agreement or (y) the Termination Date then date set forth in effect pursuant to clause (c) of the definition thereof, of Termination Date in the case of an extension of this Agreement (the Termination Date“Extension Notice Period”), request by written notice to the Administrative Agent, make a request (i) for the Agent for each applicable Liquidity Bank which has a Liquidity Agreement with a scheduled termination date within the next 364 days following the Extension Notice Period to extend the term of the such Liquidity Purchase Agreement for an additional period of 364 days and (ii) the Agent for the Conduit Lender, Administrative Agent to extend the Termination Date then date set forth in effect pursuant to clause (c) of the definition thereofof Termination Date for an additional period of 364 days. The Administrative Agent will give prompt notice to the Lender and the Liquidity Bank or the Conduit Lender, as applicable, of its receipt of such request, and each of the Lender and the Liquidity Bank and the Conduit Lender shall make a determination, each in its respective their sole discretion, not less than 15 days prior to the expiration of the Liquidity Purchase Agreement date set forth in clause (c) of the definition of Termination Date or the Commitment Termination Date, expiration of the Liquidity Agreement (as applicable, ) as to whether or not it will agree to the applicable extension requested. The failure of the Administrative Agent or of the Liquidity Bank, as applicable, to provide timely notice of the Liquidity Bank’s and the Conduit Lender’s its decision to the Borrower shall be deemed to constitute a refusal by the Lender or the Liquidity Bank and the Conduit Lender (as applicable) to extend the Commitment date set forth in clause (c) of the definition of Termination Date or the term of the Liquidity Purchase Agreement, as applicable. In the event that the term of any such Liquidity Agreement or the date set forth in clause (c) of the definition of Termination Date is not extended for a period of up to 364 days, the Termination Date shall be extended with the consent of the Administrative Agent (such consent not to be unreasonably withheld) for a period of 90 days and notice of such termination shall be provided by the Administrative Agent to the Trustee, the Originator, the Borrower and the Servicer. Only one such 90 day extension of the Termination Date, as described in this Section 2.1(d), may occur. The Borrower confirms that the Liquidity Bank and the Conduit Lender, in their sole and absolute discretion, without regard to the value or performance of the Collateral Loans or any other factor, may elect not to extend the term of such Liquidity Purchase Agreement, Agreement or the date set forth in clause (c) of the definition of Termination Date or the Commitment Termination Date, as applicable.