(A)
WITH CONSULTATION FROM (AND APPROVAL BY) THE AGENT, SELLER SHALL
FROM TIME TO TIME REQUEST TRANCHE PERIODS FOR THE PURCHASER INTERESTS OF THE
FINANCIAL INSTITUTIONS, PROVIDED THAT, IF AT ANY TIME THE FINANCIAL INSTITUTIONS
SHALL HAVE A PURCHASER INTEREST, SELLER SHALL ALWAYS REQUEST TRANCHE PERIODS
SUCH THAT AT LEAST ONE TRANCHE PERIOD SHALL END ON EACH DATE A MONTHLY REPORT IS
REQUIRED TO BE DELIVERED TO THE AGENT IN ACCORDANCE WITH SECTION 8.5
(B)
SELLER MAY, WITH THE CONSENT OF THE AGENT OBTAINED AT LEAST THREE
(3) BUSINESS DAYS PRIOR TO THE END OF A TRANCHE PERIOD FOR ANY PURCHASER
INTEREST (AND THE AGENT MAY, ON NOTICE GIVEN TO THE SELLER AT LEAST THREE (3)
BUSINESS DAYS PRIOR TO THE END OF A TRANCHE PERIOD) (THE "TERMINATING TRANCHE"),
EFFECTIVE ON THE LAST DAY OF THE TERMINATING TRANCHE:
(I) DIVIDE ANY SUCH
PURCHASER INTEREST INTO MULTIPLE PURCHASER INTERESTS, (II) COMBINE ANY SUCH
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Purchaser Interest with one or more other Purchaser Interests that have a
Terminating Tranche ending on the same day as such Terminating Tranche or (iii)
combine any such Purchaser Interest with a new Purchaser Interests to be
purchased on the day such Terminating Tranche ends, provided, that in no event
may a Purchaser Interest of Company be combined with a Purchaser Interest of the
Financial Institutions.
SECTION 4.4
FINANCIAL INSTITUTION DISCOUNT RATES.
SELLER MAY SELECT
THE LIBO RATE OR THE BASE RATE FOR EACH PURCHASER INTEREST OF THE FINANCIAL
INSTITUTIONS.
SELLER SHALL BY 12:00 NOON (CHICAGO TIME): (I) AT LEAST THREE (3)
BUSINESS DAYS, (OR, TWO (2) BUSINESS DAYS IF REASONABLY PRACTICABLE IN THE
JUDGMENT OF THE AGENT TO GIVE EFFECT THERETO WITHIN SUCH SHORTER PERIOD), PRIOR
TO THE EXPIRATION OF ANY TERMINATING TRANCHE WITH RESPECT TO WHICH THE LIBO RATE
IS BEING REQUESTED AS A NEW DISCOUNT RATE AND (II) AT LEAST ONE (1) BUSINESS DAY
PRIOR TO THE EXPIRATION OF ANY TERMINATING TRANCHE WITH RESPECT TO WHICH THE
BASE RATE IS BEING REQUESTED AS A NEW DISCOUNT RATE, GIVE THE AGENT IRREVOCABLE
NOTICE OF THE NEW DISCOUNT RATE FOR THE PURCHASER INTEREST ASSOCIATED WITH SUCH
TERMINATING TRANCHE.
UNTIL SELLER GIVES NOTICE TO THE AGENT OF ANOTHER DISCOUNT
RATE, THE INITIAL DISCOUNT RATE FOR ANY PURCHASER INTEREST TRANSFERRED TO THE
FINANCIAL INSTITUTIONS PURSUANT TO THE TERMS AND CONDITIONS HEREOF OR ANY
LIQUIDITY AGREEMENT SHALL BE THE BASE RATE.
SECTION 4.5
SUSPENSION OF THE LIBO RATE.
(A)
IF ANY FINANCIAL
INSTITUTION NOTIFIES THE AGENT THAT IT HAS DETERMINED THAT FUNDING ITS PRO RATA
SHARE OF THE PURCHASER INTERESTS OF THE FINANCIAL INSTITUTIONS AT A LIBO RATE
WOULD VIOLATE ANY APPLICABLE LAW, RULE, REGULATION, OR DIRECTIVE OF ANY
GOVERNMENTAL OR REGULATORY AUTHORITY, WHETHER OR NOT HAVING THE FORCE OF LAW, OR
THAT (I) DEPOSITS OF A TYPE AND MATURITY APPROPRIATE TO MATCH FUND ITS PURCHASER
INTERESTS AT SUCH LIBO RATE ARE NOT AVAILABLE OR (II) SUCH LIBO RATE DOES NOT
ACCURATELY REFLECT THE COST OF ACQUIRING OR MAINTAINING A PURCHASER INTEREST AT
SUCH LIBO RATE, THEN THE