THE BASE RATE OR EURODOLLAR RATE, AS APPLICABLE, IN ACCORDANCE WITH
THE FOLLOWING SENTENCE.
EACH ADVANCE FUNDED OR MAINTAINED EITHER (A) BY A
CONDUIT INVESTOR THROUGH MEANS OTHER THAN THE ISSUANCE OF COMMERCIAL PAPER OR
(B) BY A COMMITTED NOTE PURCHASER OR A PROGRAM SUPPORT PROVIDER OR TO THE EXTENT
PROVIDED IN THE PRECEDING SENTENCE SHALL BEAR INTEREST AT (I) THE BASE RATE OR
(II) IF THE REQUIRED NOTICE HAS BEEN GIVEN PURSUANT TO SECTION 3.01(B) WITH
RESPECT TO SUCH ADVANCE FOR ANY EURODOLLAR INTEREST PERIOD, THE EURODOLLAR RATE
APPLICABLE TO SUCH EURODOLLAR INTEREST PERIOD FOR SUCH ADVANCE, IN EACH CASE
EXCEPT AS OTHERWISE PROVIDED IN THE DEFINITION OF EURODOLLAR INTEREST PERIOD OR
IN SECTION 3.03 OR 3.04.
FOR THE AVOIDANCE OF DOUBT, NO CONDUIT INVESTOR SHALL
BE OBLIGATED TO FUND OR MAINTAIN AN ADVANCE THROUGH THE ISSUANCE OF COMMERCIAL
PAPER.
BY (X) 11:00 A.M. (NEW YORK TIME) ON THE SECOND BUSINESS DAY PRECEDING
EACH ACCOUNTING DATE, EACH FUNDING AGENT SHALL NOTIFY THE CLASS A-1
ADMINISTRATIVE AGENT OF THE APPLICABLE CP RATE, IF ANY, FOR EACH ADVANCE MADE BY
ITS INVESTOR GROUP THAT BEARS INTEREST AT THE CP RATE AND IS OUTSTANDING DURING
ALL OR ANY PORTION OF THE INTEREST ACCRUAL PERIOD ENDING IMMEDIATELY PRIOR TO
SUCH ACCOUNTING DATE AND (Y) 3:00 P.M. ON SUCH DATE, THE CLASS A-1
ADMINISTRATIVE AGENT SHALL NOTIFY THE CO-ISSUERS, THE SERVICER AND THE FUNDING
AGENTS OF SUCH APPLICABLE CP RATE AND OF THE APPLICABLE INTEREST RATE FOR EACH
OTHER ADVANCE FOR SUCH INTEREST ACCRUAL PERIOD.
(B)
WITH RESPECT TO ANY ADVANCE (OTHER THAN ONE THAT BEARS INTEREST AT
THE CP RATE), SO LONG NO RAPID AMORTIZATION PERIOD OR EVENT OF DEFAULT HAS
COMMENCED AND IS CONTINUING, THE CO-ISSUERS MAY ELECT THAT SUCH ADVANCE BEAR
INTEREST AT THE EURODOLLAR RATE FOR ANY EURODOLLAR INTEREST PERIOD WHILE SUCH
ADVANCE IS OUTSTANDING TO THE EXTENT PROVIDED IN SECTION 3.01(A) BY GIVING
NOTICE THEREOF TO THE FUNDING AGENTS AND THE CLASS A-1 ADMINISTRATIVE AGENT
PRIOR TO 12:00 P.M. (NEW YORK TIME) ON THE DATE WHICH IS THREE EURODOLLAR
BUSINESS DAYS PRIOR TO THE COMMENCEMENT OF SUCH EURODOLLAR INTEREST PERIOD.
IF
SUCH NOTICE IS NOT GIVEN IN A TIMELY MANNER, SUCH ADVANCE SHALL BEAR INTEREST AT
THE BASE RATE.
EACH SUCH CONVERSION TO OR CONTINUATION OF EURODOLLAR ADVANCES
FOR A NEW EURODOLLAR INTEREST PERIOD IN ACCORDANCE WITH THIS
SECTION 3.01(B) SHALL BE IN AN AGGREGATE PRINCIPAL AMOUNT OF $1,000,000 OR AN
INTEGRAL MULTIPLE OF $500,000 IN EXCESS THEREOF.
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(C)
ANY OUTSTANDING SWINGLINE LOANS AND UNREIMBURSED L/C DRAWINGS
SHALL BEAR INTEREST AT THE BASE RATE UNLESS AND UNTIL REPAID BY A EURODOLLAR
ADVANCE OR A CP RATE ADVANCE.
BY (X) 11:00 A.M. (NEW YORK TIME) ON THE SECOND
BUSINESS DAY PRECEDING EACH ACCOUNTING DATE, THE SWINGLINE LENDER SHALL NOTIFY
THE CLASS A-1 ADMINISTRATIVE AGENT IN REASONABLE DETAIL OF THE AMOUNT OF
INTEREST ACCRUED ON ANY SWINGLINE LOANS DURING THE INTEREST ACCRUAL PERIOD
ENDING ON SUCH DATE AND THE L/C PROVIDER SHALL NOTIFY THE CLASS A-1
ADMINISTRATIVE AGENT IN