Common use of Selection of CP Tranche Periods and Interest Periods Clause in Contracts

Selection of CP Tranche Periods and Interest Periods. (a) Except upon the occurrence and during the continuance of an Amortization Event and subject to Section 2.2(b) and 2.2(c), Borrower (or the Servicer, on Borrower’s behalf) in its Borrowing Request may request Interest Periods from time to time to apply to the LIBOR Loans; provided, however, that at any time while any Lender has LIBOR Loans outstanding, at least one Interest Period of such Lender shall mature on each Monthly Settlement Date. (b) While each of the Co-Agents will use reasonable efforts to accommodate Borrower’s or the Servicer’s requests for Interest Periods for LIBOR Loans except during the continuance of an Amortization Event, each of the Co-Agents shall have the right to subdivide any requested LIBOR Loan into one or more LIBOR Loans with different Interest Periods, or, if the requested period is not feasible, to suggest an alternative Interest Period. Notwithstanding the foregoing, not less than $1,000,000 (or such lesser amount as agreed by the applicable Lender) of principal may be allocated to any CP Tranche Period of any Conduit or Interest Period of any Loan, and no Alternate Base Rate Loan may have a principal amount of less than $1,000,000 (or such lesser amount as agreed by the applicable Lender). (c) Borrower (or the Servicer, on Borrower’s behalf) may not request an Interest Period for a LIBOR Loan unless it shall have given each of the applicable Co-Agent(s) written notice of its desire therefor not later than 1:00 p.m. (New York City time) at least three (3) Business Days prior to the first day of the desired Interest Period, and, solely in the case of the Atlantic Group, received the Atlantic Agent’s consent to the making of a LIBOR Loan. Accordingly, all Liquidity Fundings shall initially be Alternate Base Rate Loans. (d) Unless each of the Co-Agents shall have received written notice by 12:00 p.m. (New York City time) on the Business Day prior to the last day of a CP Tranche Period that Borrower intends to reduce the aggregate principal amount of the CP Rate Loans outstanding, each of the Co-Agents and the Conduits shall be entitled to assume that Borrower desires to refinance the principal and interest of each maturing CP Rate Loan on the last day of its CP Tranche Period with new CP Rate Loans having substantially similar CP Tranche Periods; provided, however, that Borrower shall remain liable to pay in cash any portion of the principal or interest on the maturing CP Rate Loan when due to the extent that the applicable Conduit cannot issue Promissory Notes or avail itself of a Liquidity Funding, in either case, in the precise amount necessary to refinance the maturing CP Rate Loan and the accrued and unpaid interest thereon. (e) Unless each of the Co-Agents shall have received written notice by 1:00 p.m. (New York City time) on the third (3rd) Business Day prior to the last day of an Interest Period with respect to a LIBOR Loan that Borrower intends to reduce the aggregate principal amount of LIBOR Loans outstanding from any Lender in such Co-Agent’s Group (or roll over its LIBOR Loans pursuant to Section 2.2(c)), each of the Atlantic Lenders shall be entitled to assume that Borrower desires to refinance its maturing LIBOR Loans on the last day of such Interest Period with Alternate Base Rate Loans, and each of the Mizuho Lenders shall be entitled to assume that Borrower desires to refinance its maturing LIBOR Loans on the last day of such Interest Period with LIBOR Loans for the same Interest Period then ending to the extent of the applicable Lenders’ ability to provide the funding without the customary three (3) Business Days notice or, otherwise, with Alternate Base Rate Loans.

Selection of CP Tranche Periods and Interest Periods. (ai) Except upon the occurrence and during the continuance of an Amortization Event and subject to Section 2.2(b) and 2.2(c), Borrower (or the Servicer, on Borrower’s behalf) in its Borrowing Request may request Interest Periods from time to time to apply to the LIBOR SOFR Loans; provided, however, that at any time while any Lender has LIBOR SOFR Loans outstanding, at least one Interest Period of such Lender shall mature on each Monthly Settlement Date. (bii) While each of the Co-Agents will use reasonable efforts to accommodate Borrower▇▇▇▇▇▇▇▇’s or the Servicer’s requests for Interest Periods for LIBOR SOFR Loans except during the continuance of an Amortization Event, each of the Co-Agents shall have the right to subdivide any requested LIBOR SOFR Loan into one or more LIBOR SOFR Loans with different Interest Periods, or, if the requested period is not feasible, to suggest an alternative Interest Period. Notwithstanding the foregoing, not less than $1,000,000 (or such lesser amount as agreed by the applicable Lender) of principal may be allocated to any CP Tranche Period of any Conduit or Interest Period of any Loan, and no Alternate Base Rate Loan may have a principal amount of less than $1,000,000 (or such lesser amount as agreed by the applicable Lender).. 46234227 1009038607v4 (ciii) Borrower (or the Servicer, on Borrower▇▇▇▇▇▇▇▇’s behalf) may not request an Interest Period for a LIBOR SOFR Loan unless it shall have given each of the applicable Co-Agent(s) written notice of its desire therefor not later than 1:00 p.m. (New York City time) at least three (3) Business Days prior to the first day of the desired Interest Period, and, solely in the case of the Atlantic Group, received the Atlantic Agent’s consent to the making of a LIBOR Loan. Accordingly, all Liquidity Fundings shall initially be Alternate Base Rate Loans. (div) Unless each of the Co-Agents shall have received written notice by 12:00 p.m. (New York City time) on the Business Day prior to the last day of a CP Tranche Period that Borrower intends to reduce the aggregate principal amount of the CP Rate Loans outstanding, each of the Co-Agents and the Conduits shall be entitled to assume that Borrower desires to refinance the principal and interest of each maturing CP Rate Loan on the last day of its CP Tranche Period with new CP Rate Loans having substantially similar CP Tranche Periods; provided, however, that Borrower shall remain liable to pay in cash any portion of the principal or interest on the maturing CP Rate Loan when due to the extent that the applicable Conduit cannot issue Promissory Notes or avail itself of a Liquidity Funding, in either case, in the precise amount necessary to refinance the maturing CP Rate Loan and the accrued and unpaid interest thereon. (ev) Unless each of the Co-Agents shall have received written notice by 1:00 p.m. (New York City time) on the third (3rd) Business Day prior to the last day of an Interest Period with respect to a LIBOR SOFR Loan that Borrower intends to reduce the aggregate principal amount of LIBOR SOFR Loans outstanding from any Lender in such Co-Agent’s Group (or roll over its LIBOR SOFR Loans pursuant to Section 2.2(c)), each of the Atlantic Regions Lenders shall be entitled to assume that Borrower desires to refinance its maturing LIBOR Loans on the last day of such Interest Period with Alternate Base Rate Loans, and each of the Mizuho Lenders shall be entitled to assume that Borrower desires to refinance its maturing LIBOR SOFR Loans on the last day of such Interest Period with LIBOR SOFR Loans for the same Interest Period then ending to the extent of the applicable Lenders’ ability to provide the funding without the customary three (3) Business Days notice or, otherwise, with Alternate Base Rate Loans.