CAPITAL
TO BE FUNDED BY THE PURCHASERS IN SUCH MANAGING AGENT'S PURCHASER GROUP SO THAT
ALL OUTSTANDING CAPITAL IS AT ALL TIMES ALLOCATED TO A FIXED PERIOD(S) WITH
RESPECT TO SUCH CAPITAL (OR ANY SUCH NON-ALLOCATED PORTION THEREOF) (IT BEING
UNDERSTOOD THAT IF THE SELLER DOES NOT PROPOSE A SPECIFIC FIXED PERIOD FOR ALL
CAPITAL TO BE FUNDED ON ANY RECEIVABLES PURCHASE DATE, THE APPLICABLE MANAGING
AGENTS, SUBJECT TO THE PROVISIONS OF THIS SECTION 2.02(C), SHALL SELECT SUCH
FIXED PERIOD(S) WITH RESPECT TO SUCH CAPITAL (OR ANY SUCH NON-ALLOCATED PORTION
THEREOF) IN THEIR DISCRETION).
(III)
THE INITIAL FIXED PERIOD FOR ANY CAPITAL
SHALL BE SPECIFIED IN THE SALE NOTICE DESCRIBED IN SUBSECTION (A) HEREOF.
NOT
LATER THAN 10:00 A.M. (NEW YORK CITY TIME) ON THE BUSINESS DAY PRIOR TO THE LAST
DAY OF EACH FIXED PERIOD FOR ANY CAPITAL ALLOCATED TO SUCH FIXED PERIOD, THE
SELLER SHALL REQUEST NEW FIXED PERIODS FOR SUCH
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CAPITAL.
SUBJECT TO THE FOREGOING PROVISIONS OF THIS SECTION 2.02(C) AND
SECTION 2.07, EACH MANAGING AGENT SHALL, SO LONG AS ANY CAPITAL RELATED TO ANY
RECEIVABLES PURCHASE IS OUTSTANDING, ON THE FIRST DAY OF EACH SUCCESSIVE FIXED
PERIOD FOR SUCH CAPITAL, NOTIFY THE COLLATERAL AGENT AND THE SELLER OF THE
DURATION OF THE RELEVANT FIXED PERIOD AND THE YIELD WHICH WILL BE APPLICABLE TO
THE CAPITAL DURING SUCH FIXED PERIOD.
ANY FIXED PERIOD FOR ANY CP TRANCHES OR
BASE RATE TRANCHES WHICH FIXED PERIOD COMMENCES BEFORE THE TERMINATION DATE AND
WOULD OTHERWISE END ON A DATE OCCURRING AFTER THE TERMINATION DATE SHALL END ON
THE TERMINATION DATE AND THE DURATION OF ANY FIXED PERIOD THAT COMMENCES ON OR
AFTER THE TERMINATION DATE SHALL BE OF SUCH DURATION AS SHALL BE SELECTED BY THE
APPLICABLE MANAGING AGENT.
IN ADDITION, IF A CP DISRUPTION SHALL HAVE OCCURRED
AND BE CONTINUING, ANY AFFECTED CONDUIT PURCHASER OR THE APPLICABLE MANAGING
AGENT ON ITS BEHALF, MAY, UPON NOTICE TO THE ORIGINATOR AND THE SELLER,
TERMINATE ANY FIXED PERIOD THEN IN EFFECT FOR ANY CP TRANCHE.
ALL OUTSTANDING
CAPITAL SHALL BE ASSIGNED A FIXED PERIOD AT ALL TIMES, WHICH FIXED PERIODS WILL
BE LIMITED AS SET FORTH ABOVE AND IN THE DEFINITION THEREOF.
(D)
FUNDING.
EACH PURCHASER SHALL, BEFORE 3:00
P.M. (NEW YORK CITY TIME) ON THE PROPOSED RECEIVABLES PURCHASE DATE OF EACH
RECEIVABLES PURCHASE, SUBJECT TO THE APPLICABLE CONDITIONS SET FORTH IN ARTICLE
IV, MAKE A WIRE TRANSFER OF FUNDS IN THE AMOUNT OF SUCH PURCHASER'S PRO RATA
SHARE OF THE PURCHASE PRICE FOR SUCH RECEIVABLES PURCHASE TO THE SELLER IN
ACCORDANCE WITH THE SELLER'S WRITTEN WIRE TRANSFER INSTRUCTIONS.
ING SHALL, IF
APPLICABLE, FUND THE PURCHASE OF ITS INTEREST IN ANY RECEIVABLES PURCHASE
PURSUANT TO THE TERMS OF THE ING PURCHASE AGREEMENT.
(E)
ING RECEIVABLES INTERESTS.
THE PARTIES
HEREBY ACKNOWLEDGE THAT ANY ING RECEIVABLES INTEREST SHALL BE TRANSFERRED TO ING
PURSUANT TO THE TERMS OF THE ING PURCHASE AGREEMENT WITHOUT ANY REPRESENTATION
OR WARRANTY OF ANY KIND FROM ANY PURCHASER.
ANY ING CAPITAL RECEIVED PURSUANT
TO THE ING PURCHASE AGREEMENT