Common use of Selection of Discount Rates and Tranche Periods Clause in Contracts

Selection of Discount Rates and Tranche Periods. (a) All Investment shall be allocated to one or more Tranches reflecting the Discount Rates at which such Investment accrues Discount and the Tranche Periods for which such Discount Rates apply. In each request for an Incremental Purchase and three Business Days before the expiration of any Tranche Period applicable to any Purchaser’s Investment, the Seller may request the Discount Rate(s) and Tranche Period(s) to be applicable to such Investment. All Investment (i) of Windmill shall accrue Funding Charges and (ii) of the Liquidity Providers may accrue Discount at either the Eurodollar Rate or the Prime Rate, in all cases as established for each Tranche Period applicable to such Investment. Each Tranche shall be in the minimum amount of $1,000,000 and in multiples thereof or, in the case of Discount accruing at the Prime Rate, in any amount of Investment that otherwise has not been allocated to another Tranche Period. Any Investment not allocated to a Tranche Period shall be a Prime Tranche. During the pendency of a Termination Event or a Ratings Trigger Event, the Agent may reallocate any outstanding Investment of the Liquidity Providers to a Prime Tranche. All Discount accrued during a Tranche Period shall be payable by the Seller on the last day of such Tranche Period or, for a Eurodollar Tranche with a Tranche Period of more than three months, 90 days after the commencement, and on the last day, of such Tranche Period. (b) The Agent shall allocate the Investment of Windmill to Tranche Periods in its sole discretion. If, by the time required in Section 1.3(a), the Seller fails to select a Discount Rate or Tranche Period for any Investment of the Liquidity Providers, such amount of Investment shall automatically accrue Discount at the Prime Rate for a three Business Day Tranche Period. Any Investment purchased from Windmill pursuant to the Transfer Agreement shall accrue interest at the Prime Rate and have an initial Tranche Period of three Business Days. (c) If the Agent or any Liquidity Provider determines (i) that maintenance of any Eurodollar Tranche would violate any applicable law or regulation, (ii) that deposits of a type and maturity appropriate to match fund any of such Purchaser’s Eurodollar Tranches are not available or (iii) that the maintenance of any Eurodollar Tranche will not adequately and fairly reflect the cost of such Purchaser of funding Eurodollar Tranches, then the Agent, upon the direction of such Purchaser, shall suspend the availability of, and terminate any outstanding, Eurodollar Tranche so affected. All Investment allocated to any such terminated Eurodollar Tranche shall be reallocated to a Prime Rate Tranche

Selection of Discount Rates and Tranche Periods. (a) All Investment of each Purchaser shall be allocated to one or more Tranches reflecting the Discount Rates at which such Investment accrues Discount and the Tranche Periods for which such Discount Rates apply; provided that no more than ten Tranches shall be outstanding at any time. In each Except as set forth below, the Agent shall select the Tranche Periods for all Investments. Not later than (1) concurrently with any request for an Incremental Purchase and three from the Purchasers, (2) 3:00 p.m., Chicago time, one Business Days before Day prior to the expiration of any Tranche Period applicable to any Purchaser’s InvestmentInvestment of each Purchaser if the requested Tranche Period is a Prime Tranche and (3) 10:00 a.m., Chicago time, two Business Days prior to the expiration of any Tranche Period applicable to any Investment of each Purchaser if the requested Tranche Period is a Eurodollar Tranche, the Master Servicer on behalf of the Seller may request the Discount Rate(s) and Tranche Period(s) to be applicable to such Investment. All Investment (i) of Windmill shall accrue Funding Charges and (ii) of the Liquidity Providers Purchasers may accrue Discount at either the Eurodollar Rate or the Prime Rate, in all cases as established for each Tranche Period applicable to such InvestmentPeriod. Each Tranche shall be in the minimum amount of $1,000,000 and in multiples thereof or, in the case of Discount accruing at the Prime Rate, in any amount of Investment that otherwise has not been allocated to another Tranche Period. Any Investment not allocated to a Tranche Period shall be a Prime Tranche. During the pendency continuance of a Termination Event or a Ratings Trigger Event, the Agent may reallocate any outstanding Investment of the Liquidity Providers allocated to a Eurodollar Tranche to a Prime TrancheTranche at the end of its then current Tranche Period. All Discount accrued during a Tranche Period shall be payable paid by the Seller to the Agent (for the benefit of the Purchasers) on the last day of such Tranche Period or, for a Eurodollar Tranche with a Tranche Period of more than three months, 90 days after the commencement, and on the last day, of such Tranche Period. (b) The Agent shall allocate If, by the time required in Section 1.2(a), the Seller fails to select a Tranche Period for any Investment of Windmill to Tranche Periods any Purchaser, the Agent may, in its sole discretion, select such Tranche Period. If, by the time required in Section 1.3(a1.2(a), the Seller fails to and the Agent do not select a Discount Rate or Tranche Period for any Investment of the Liquidity ProvidersInvestment, such amount of Investment shall automatically accrue Discount at the Prime Rate for a three Business Day Tranche Period. Any Investment purchased from Windmill pursuant to the Transfer Agreement shall accrue interest at the Prime Rate and have an initial Tranche Period of three Business Days. (c) If the Agent or any Liquidity Provider Purchaser determines (i) that maintenance of any Eurodollar Tranche would violate any applicable law or regulation, regulation or (ii) that deposits of a type and maturity appropriate to match fund any of such Purchaser’s Eurodollar Tranches are not available or (iii) that the maintenance of any Eurodollar Tranche will not adequately and fairly reflect the cost of such Purchaser of funding Eurodollar Tranchesavailable, then the Agent, upon the direction of such Purchaser, shall suspend the availability of, and terminate any outstanding, Eurodollar Tranche so affected. All Investment allocated to any such terminated Eurodollar Tranche shall be reallocated to a Prime Rate TrancheTranche at the termination of the related Tranche Period.

Selection of Discount Rates and Tranche Periods. (a1) The provisions of this subsection (a)(1) shall apply to all Investment of Amsterdam funded with commercial paper issued on or before the Agent makes the election described in clause (a)(2) below: All such Investment shall be allocated to one or more Tranches reflecting the Discount Rates at which such Investment accrues Discount and the Tranche Periods for which such Discount Rates apply. All such Investment of Amsterdam shall accrue Discount at the CP Rate. Each CP Tranche shall be in the minimum amount of $1,000,000 and in multiples thereof. All Discount accrued at the CP Rate during a Tranche Period shall be payable by the Seller on the last day of such Tranche Period; (2) At the Agent's option, the Agent may notify the Seller that the provisions of this subsection (a)(2) shall apply to all Investment of Amsterdam funded with Pooled Commercial Paper issued after the Agent delivers a notice to the Seller that it elects to have the provisions of this clause (a)(2) to be applicable to the Investment of Amsterdam: The Seller shall pay Funding Charges with respect to Amsterdam's Purchase Interest for each day that any Investment in respect of such Purchase Interest is outstanding. Each such Purchase Interest will accrue Funding Charges each day based on the Pooled Allocation. On each Settlement Date the Seller shall pay to the Agent (for the benefit of Amsterdam) an aggregate amount equal to all accrued and unpaid Funding Charges in respect of such Purchase Interest for the immediately preceding Discount Period; (3) All Investment of the Committed Purchasers shall be allocated to one or more Tranches reflecting the Discount Rates at which such Investment accrues Discount and the Tranche Periods for which such Discount Rates apply. In each request for an Incremental Purchase from a Committed Purchaser and three Business Days before the expiration of any Tranche Period applicable to any Committed Purchaser’s 's Investment, the Seller may request the Discount Rate(s) and Tranche Period(s) to be applicable to such InvestmentInvestment and the Discount Rate(s) applicable thereto. All Investment (i) of Windmill shall accrue Funding Charges and (ii) of the Liquidity Providers Committed Purchasers may accrue Discount at either the Eurodollar Rate or the Prime Rate, in all cases as established for each Tranche Period applicable to such Investment. Each Tranche shall be in the minimum amount of $1,000,000 and in multiples thereof or, in the case of Discount accruing at the Prime Rate, in any amount of Investment that otherwise has not been allocated to another Tranche Period. Any Investment of the Committed Purchasers not allocated to a Tranche Period shall be a Prime Tranche. During the pendency of a Termination Event or a Ratings Trigger Event, the Agent may reallocate any outstanding Investment of the Liquidity Providers Committed Purchasers to a Prime Tranche. All Discount accrued on the Investment of the Committed Purchasers during a Tranche Period shall be payable by the Seller on the last day of such Tranche Period or, for a Eurodollar Tranche with a Tranche Period of more than three months, 90 days after the commencement, and on the last day, of such Tranche Period. (b) The Agent shall allocate the Investment of Windmill Amsterdam to Tranche Periods in its sole discretion. If, by the time required in Section 1.3(a), the Seller fails to select a Discount Rate or Tranche Period for any Investment of the Liquidity ProvidersCommitted Purchasers, such amount of Investment shall automatically accrue Discount at the Prime Rate for a three Business Day Tranche Period. Any Investment purchased from Windmill Amsterdam pursuant to the Transfer Agreement shall accrue interest Discount at the Prime Rate and have an initial Tranche Period of three Business Days. (c) If the Agent or any Liquidity Provider Committed Purchaser determines (i) that maintenance of any Eurodollar Tranche would violate any applicable law or regulation, (ii) that deposits of a type and maturity appropriate to match fund any of such Purchaser’s 's Eurodollar Tranches are not available or (iii) that the maintenance of any Eurodollar Tranche will not adequately and fairly reflect the cost of such Purchaser of funding Eurodollar Tranches, then the Agent, upon the direction of such Purchaser, shall suspend the availability of, and terminate any outstanding, Eurodollar Tranche so affected. All Investment allocated to any such terminated Eurodollar Tranche shall be reallocated to a Prime Rate Tranche.

Selection of Discount Rates and Tranche Periods. (a) The Seller shall pay Funding Charges with respect to each Conduit Purchaser's Purchase Interest for each day that any Investment in respect of such Purchase Interest is outstanding. Each such Purchase Interest will accrue Funding Charges each day based on the Pooled Allocation. On each Settlement Date the Seller shall pay to the applicable Purchaser Agent (for the benefit of its Conduit Purchaser) an aggregate amount equal to all accrued and unpaid Funding Charges in respect of such Purchase Interest for the immediately preceding Discount Period. All Investment of the Related Bank Purchasers shall be allocated to one or more Tranches reflecting the Discount Rates at which such Investment accrues Discount and the Tranche Periods for which such Discount Rates apply. In each request for an Incremental Purchase from a Related Bank Purchaser and three Business Days before the expiration of any Tranche Period applicable to any Related Bank Purchaser’s 's Investment, the Seller may request the Discount Rate(s) and Tranche Period(s) to be applicable to such InvestmentInvestment and the Discount Rate(s) applicable thereto. All Investment (i) of Windmill shall accrue Funding Charges and (ii) of the Liquidity Providers Related Bank Purchasers may accrue Discount at either the Eurodollar Rate or the Prime Rate, in all cases as established for each Tranche Period applicable to such Investment. Each Tranche shall be in the minimum amount of $1,000,000 and in multiples thereof or, in the case of Discount accruing at the Prime Rate, in any amount of Investment that otherwise has not been allocated to another Tranche Period. Any Investment of the Conduit Purchasers not allocated to a Tranche Period shall be a Prime Tranche. During the pendency of a Termination Event or a Ratings Trigger Event, the applicable Purchaser Agent may reallocate any outstanding Investment of the Liquidity Providers Related Bank Purchasers to a Prime Tranche. All Discount accrued on the Investment of the Related Bank Purchasers during a Tranche Period shall be payable by the Seller on the last day of such Tranche Period or, for a Eurodollar Tranche with a Tranche Period of more than three months, 90 days after the commencement, and on the last day, of such Tranche Period. (b) The Each Purchaser Agent shall allocate the Investment of Windmill its Conduit Purchaser to Tranche Periods in its sole discretion. If, by the time required in Section 1.3(a), the Seller fails to select a Discount Rate or Tranche Period for any Investment of the Liquidity Providersany Related Bank Purchaser, such amount of Investment shall automatically accrue Discount at the Prime Rate for a three Business Day Tranche Period. Any Investment purchased from Windmill a Conduit Purchaser pursuant to the a Transfer Agreement shall accrue interest at the Prime Rate and have an initial Tranche Period of three Business Days. (c) If the a Purchaser Agent or any Liquidity Provider Related Bank Purchaser determines (i) that maintenance of any Eurodollar Tranche would violate any applicable law or regulation, (ii) that deposits of a type and maturity appropriate to match fund any of such Related Bank Purchaser’s 's Eurodollar Tranches are not available or (iii) that the maintenance of any Eurodollar Tranche will not adequately and fairly reflect the cost of such Related Bank Purchaser of funding Eurodollar Tranches, then the such Purchaser Agent, upon the direction of such Purchaser, shall suspend the availability of, and terminate any outstanding, Eurodollar Tranche so affected. All Investment allocated to any such terminated Eurodollar Tranche shall be reallocated to a Prime Rate Tranche.

Selection of Discount Rates and Tranche Periods. (a) All Investment shall be allocated to one or more Tranches reflecting the Discount Rates at which such Investment accrues Discount and the Tranche Periods for which such Discount Rates apply. In each request for an Incremental Purchase and three Business Days before the expiration of any Tranche Period applicable to any Purchaser’s 's Investment, the Seller may request the Discount Rate(s) and Tranche Period(s) to be applicable to such Investment. All Investment (i) of Windmill shall accrue Funding Charges Discount at the CP Rate and (ii) of the Liquidity Providers Committed Purchasers may accrue Discount at either the Eurodollar Rate or the Prime Rate, in all cases as established for each Tranche Period applicable to such Investment. Each Tranche shall be in the minimum amount of $1,000,000 and in multiples thereof or, in the case of Discount accruing at the Prime Rate, in any amount of Investment that otherwise has not been allocated to another Tranche Period. Any Investment not allocated to a Tranche Period shall be a Prime Tranche. During the pendency of a Termination Event or a Ratings Trigger Event, the Agent may reallocate any outstanding Investment of the Liquidity Providers Committed Purchasers to a Prime Tranche. All Discount accrued during a Tranche Period shall be payable by the Seller on the last day of such Tranche Period or, for a Eurodollar Tranche with a Tranche Period of more than three months, 90 days after the commencement, and on the last day, of such Tranche Period. (b) The Agent shall allocate If, by the time required in Section 1.3(a), the Seller fails to select a Tranche Period for any Investment of Windmill to Tranche Periods Windmill, the Agent may, in its sole discretion, select such Tranche Period. If, by the time required in Section 1.3(a), the Seller fails to select a Discount Rate or Tranche Period for any Investment of the Liquidity ProvidersCommitted Purchasers, such amount of Investment shall automatically accrue Discount at the Prime Rate for a three Business Day Tranche Period. Any Investment purchased from Windmill pursuant to the Transfer Agreement Section 2.1 shall accrue interest at the have a Prime Rate and have an initial Tranche Period of three Business Days. (c) If the Agent or any Liquidity Provider Committed Purchaser determines (i) that maintenance of any Eurodollar Tranche would violate any applicable law or regulation, regulation or (ii) that deposits of a type and maturity appropriate to match fund any of such Purchaser’s 's Eurodollar Tranches are not available or (iii) that the maintenance of any Eurodollar Tranche will not adequately and fairly reflect the cost of such Purchaser of funding Eurodollar Tranchesavailable, then the Agent, upon the direction of such Purchaser, shall suspend the availability of, and terminate any outstanding, Eurodollar Tranche so affected. All Investment allocated to any such terminated Eurodollar Tranche shall be reallocated to a Prime Rate Tranche.

Selection of Discount Rates and Tranche Periods. (a) All Investment of each Purchaser shall be allocated to one or more Tranches reflecting the Discount Rates at which such Investment accrues Discount and the Tranche Periods for which such Discount Rates apply; provided that no more than ten Tranches shall be outstanding at any time. In each Except as set forth below, the Agent shall select the Tranche Periods for all Investments. Not later than (1) concurrently with any request for an Incremental Purchase and three from the Purchasers, (2) 3:00 p.m., Chicago time, one Business Days before Day prior to the expiration of any Tranche Period applicable to any Purchaser’s InvestmentInvestment of each Purchaser if the requested Tranche Period is a Prime Tranche and (3) 10:00 a.m., Chicago time, two Business Days prior to the expiration of any Tranche Period applicable to any Investment of each Purchaser if the requested Tranche Period is a Eurodollar Tranche, the Master Servicer on behalf of the Seller may request the Discount Rate(s) and Tranche Period(s) to be applicable to such Investment. All Investment (i) of Windmill shall accrue Funding Charges and (ii) of the Liquidity Providers Purchasers may accrue Discount at either the Eurodollar Rate or the Prime Rate, in all cases as established for each Tranche Period applicable to such Investment. Each Tranche shall be in the minimum amount of $1,000,000 and in multiples thereof or, in the case of Discount accruing at the Prime Rate, in any amount of Investment that otherwise has not been allocated to another Tranche Period. Any Investment not allocated to a Tranche Period shall be a Prime Tranche. During the pendency continuance of a Termination Event or a Ratings Trigger Event, the Agent may reallocate any outstanding Investment of the Liquidity Providers allocated to a Eurodollar Tranche to a Prime TrancheTranche at the end of its then current Tranche Period. All Discount accrued during a Tranche Period shall be payable paid by the Seller to the Agent (for the benefit of the Purchasers) on the last day of such Tranche Period or, for a Eurodollar Tranche with a Tranche Period of more than three months, 90 days after the commencement, and on the last day, of such Tranche Period. (b) The Agent shall allocate If, by the time required in Section 1.2(a), the Seller fails to select a Tranche Period for any Investment of Windmill to Tranche Periods any Purchaser, the Agent may, in its sole discretion, select such Tranche Period. If, by the time required in Section 1.3(a1.2(a), the Seller fails to and the Agent do not select a Discount Rate or Tranche Period for any Investment of the Liquidity ProvidersInvestment, such amount of Investment shall automatically accrue Discount at the Prime Rate for a three Business Day Tranche Period. Any Investment purchased from Windmill pursuant to the Transfer Agreement shall accrue interest at the Prime Rate and have an initial Tranche Period of three Business Days. (c) If the Agent or any Liquidity Provider Purchaser determines (i) that maintenance of any Eurodollar Tranche would violate any applicable law or regulation, regulation or (ii) that deposits of a type and maturity appropriate to match fund any of such Purchaser’s Eurodollar Tranches are not available or (iii) that the maintenance of any Eurodollar Tranche will not adequately and fairly reflect the cost of such Purchaser of funding Eurodollar Tranchesavailable, then the Agent, upon the direction of such Purchaser, shall suspend the availability of, and terminate any outstanding, Eurodollar Tranche so affected. All Investment allocated to any such terminated Eurodollar Tranche shall be reallocated to a Prime Rate TrancheTranche at the termination of the related Tranche Period.

Selection of Discount Rates and Tranche Periods. (a) All Investment shall be allocated to one or more Tranches reflecting the Discount Rates at which such Investment accrues Discount and the Tranche Periods for which such Discount Rates apply. In each request for an Incremental Purchase and three two Business Days before the expiration of any Tranche Period applicable to any Purchaser’s 's Investment, the Seller may request the Discount Rate(s) and Tranche Period(s) to be applicable to such Investment. All Investment (i) of Windmill shall accrue Funding Charges Discount at the CP Rate and (ii) of the Liquidity Providers Committed Purchasers may accrue Discount at either the Eurodollar Rate, the Prime Rate (in the case of the Liquidity Providers) or the Prime RateBase Rate (in the case of the Enhancer), in all cases as established for each Tranche Period applicable to such Investment. Each Tranche shall be in the minimum amount of $1,000,000 and in multiples thereof or, in the case of Discount accruing at the Prime Rate or the Base Rate, in any amount of Investment that otherwise has not been allocated to another Tranche Period. Any Investment of the Committed Purchasers not allocated to a Tranche Period shall be a accrue Discount at the Prime TrancheRate. During the pendency of a Termination Event or a Ratings Trigger Event, the Agent may reallocate any outstanding Investment of the Liquidity Providers Committed Purchasers to a Prime Tranche. All Discount accrued during a Tranche Period shall be payable by the Seller on the last day of such Tranche Period or, for a Eurodollar Tranche with a Tranche Period of more than three months, 90 days after the commencement, and on the last day, of such Tranche Period. (b) The Agent shall allocate If, by the time required in Section 1.3(a), the Seller fails to select a Tranche Period for any Investment of Windmill to Tranche Periods Windmill, the Agent may, in its sole discretion, select such Tranche Period; provided that any such Tranche Period shall be between 25 and 45 days in length. If, by the time required in Section 1.3(a), the Seller fails to select a Discount Rate or Tranche Period for any Investment of the Liquidity ProvidersCommitted Purchasers, such amount of Investment shall automatically accrue Discount at the Prime Rate (in the case of the Liquidity Providers) and the Base Rate (in the case of the Enhancer) for a three Business Day Tranche Period. Any Investment purchased from Windmill pursuant to the Transfer Agreement Section 2.1 shall accrue interest at the Prime Rate and have an initial Prime Tranche Period of three Business Days. (c) If the Agent or any Liquidity Provider Committed Purchaser determines in good faith (i) that maintenance of any Eurodollar Tranche would violate any applicable law or regulation, regulation or (ii) that deposits of a type and maturity appropriate to match fund any of such Purchaser’s 's Eurodollar Tranches are not available or (iii) that the maintenance of any Eurodollar Tranche will not adequately and fairly reflect the cost of such Purchaser of funding Eurodollar Tranchesavailable, then the Agent, upon the direction of such Purchaser, shall suspend the availability of, and terminate any outstanding, Eurodollar Tranche so affected. All Investment allocated to any such terminated Eurodollar Tranche shall be reallocated to a Prime Rate Tranche.

Selection of Discount Rates and Tranche Periods. (a) All Investment of each Purchaser shall be allocated to one or more Tranches reflecting the Discount Rates at which such Investment accrues Discount and the Tranche Periods for which such Discount Rates apply. In each Except as set forth below, the Agent shall select the Tranche Periods for all Investments. Not later than (1) concurrently with any request for an Incremental Purchase and three from the Purchasers, (2) 3:00 p.m., Chicago time, one Business Days before Day prior to the expiration of any Tranche Period applicable to any Purchaser’s InvestmentInvestment of each Purchaser if the requested Tranche Period is a Prime Tranche and (3) 10:00 a.m., Chicago time, two Business Days prior to the expiration of any Tranche Period applicable to any Investment of each Purchaser if the requested Tranche Period is a Eurodollar Tranche, the Initial Servicer on behalf of the Seller may request the Discount Rate(s) and Tranche Period(s) to be applicable to such Investment. All Investment (i) of Windmill shall accrue Funding Charges and (ii) of the Liquidity Providers Purchasers may accrue Discount at either the Eurodollar Rate or the Prime Rate, in all cases as established for each Tranche Period applicable to such Investment. Each Tranche shall be in the minimum amount of $1,000,000 and in multiples thereof or, in the case of Discount accruing at the Prime Rate, in any amount of Investment that otherwise has not been allocated to another Tranche Period. Any Investment not allocated to a Tranche Period shall be a Prime Tranche. During the pendency continuance of a Termination Event or a Ratings Trigger Event, the Agent may reallocate any outstanding Investment of the Liquidity Providers allocated to a Eurodollar Tranche to a Prime TrancheTranche at the end of its then current Tranche Period. All Discount accrued during a Tranche Period shall be payable paid by the Seller to the Agent (for the benefit of the Purchasers) on the last day of such Tranche Period or, for a Eurodollar Tranche with a Tranche Period of more than three months, 90 days after the commencement, and on the last day, of such Tranche Period. (b) The Agent shall allocate If, by the time required in Section 1.2(a), the Seller fails to select a Tranche Period for any Investment of Windmill to Tranche Periods any Purchaser, the Agent may, in its sole discretion, select such Tranche Period. If, by the time required in Section 1.3(a1.2(a), the Seller fails to and the Agent do not select a Discount Rate or Tranche Period for any Investment of the Liquidity ProvidersInvestment, such amount of Investment shall automatically accrue Discount at the Prime Rate for a three Business Day Tranche Period. Any Investment purchased from Windmill pursuant to the Transfer Agreement shall accrue interest at the Prime Rate and have an initial Tranche Period of three Business Days. (c) If the Agent or any Liquidity Provider Purchaser determines (i) that maintenance of any Eurodollar Tranche would violate any applicable law or regulation, regulation or (ii) that deposits of a type and maturity appropriate to match fund any of such Purchaser’s Eurodollar Tranches are not available or (iii) that the maintenance of any Eurodollar Tranche will not adequately and fairly reflect the cost of such Purchaser of funding Eurodollar Tranchesavailable, then the Agent, upon the direction of such Purchaser, shall suspend the availability of, and terminate any outstanding, Eurodollar Tranche so affected. All Investment allocated to any such terminated Eurodollar Tranche shall be reallocated to a Prime Rate TrancheTranche at the termination of the related Tranche Period.

Selection of Discount Rates and Tranche Periods. (a) The Seller shall pay CP Funding Costs with respect to each Conduit Purchaser’s Investment for each day that any Investment in respect of such Purchase Interest is outstanding. On each Settlement Date the Seller shall pay to the applicable Purchaser Agent (for the benefit of its Conduit Purchaser) an aggregate amount equal to all accrued and unpaid CP Funding Costs in respect of such Investment for the immediately preceding Discount Period. All Investment of the Related Liquidity Providers shall be allocated to one or more Tranches reflecting the Discount Rates at which such Investment accrues Discount and the Tranche Periods for which such Discount Rates apply. In each request for an Incremental Purchase from a Related Liquidity Provider and three Business Days before the expiration of any Tranche Period applicable to any PurchaserRelated Liquidity Provider’s Investment, the Seller may request the Discount Rate(s) and Tranche Period(s) to be applicable to such InvestmentInvestment and the Discount Rate(s) applicable thereto. All Investment (i) of Windmill shall accrue Funding Charges and (ii) of the Related Liquidity Providers may accrue Discount at either the Eurodollar Rate or the Prime Rate, in all cases as established for each Tranche Period applicable to such Investment. Each Tranche shall be in the minimum amount of $1,000,000 and in multiples thereof or, in the case of Discount accruing at the Prime Rate, in any amount of Investment that otherwise has not been allocated to another Tranche Period. Any Investment of the Related Liquidity Providers not allocated to a Tranche Period shall be a Prime Tranche. During the pendency of a Termination Event or a Ratings Trigger Event, the applicable Purchaser Agent may reallocate any outstanding Investment of the Related Liquidity Providers to a Prime Tranche. All Discount accrued on the Investment of the Related Liquidity Providers during a Tranche Period shall be payable by the Seller on the last day of such Tranche Period or, for a Eurodollar Tranche with a Tranche Period of more than three months, 90 days after the commencement, and on the last day, of such Tranche Period. (b) The Each Purchaser Agent shall allocate the Investment of Windmill its Conduit Purchaser to Tranche Periods in its sole discretion. If, by the time required in Section 1.3(a), the Seller fails to select a Discount Rate or Tranche Period for any Investment of the any Related Liquidity ProvidersProvider, such amount of Investment shall automatically accrue Discount at the Prime Rate for a three Business Day Tranche Period. Any Investment purchased from Windmill a Conduit Purchaser pursuant to the Transfer a Liquidity Agreement shall accrue interest at the Prime Rate and have an initial Tranche Period of three Business Days. (c) If the a Purchaser Agent or any Related Liquidity Provider determines (i) that maintenance of any Eurodollar Tranche would violate any applicable law or regulation, (ii) that deposits of a type and maturity appropriate to match fund any of such PurchaserRelated Liquidity Provider’s Eurodollar Tranches are not available or (iii) that the maintenance of any Eurodollar Tranche will not adequately and fairly reflect the cost of such Purchaser Related Liquidity Provider of funding Eurodollar Tranches, then the such Purchaser Agent, upon the direction of such Purchaser, shall suspend the availability of, and terminate any outstanding, Eurodollar Tranche so affected. All Investment allocated to any such terminated Eurodollar Tranche shall be reallocated to a Prime Rate Tranche.

Selection of Discount Rates and Tranche Periods. (a) All Investment of each Purchaser Group shall be allocated to one or more Tranches reflecting the Discount Rates at which such Investment accrues Discount and the Tranche Periods for which such Discount Rates apply. In each Not later than (1) concurrently with any request for an Incremental Purchase from the Related Bank Purchasers and three USF Assurance, (2) 3:00 p.m., Chicago time, one Business Days before Day prior to the expiration of any Tranche Period applicable to any Purchaser’s InvestmentInvestment of each Related Bank Purchaser or USF Assurance if the requested Tranche Period is a Prime Tranche and (3) 10:00 a.m., Chicago time, two Business Days prior to the expiration of any Tranche Period applicable to any Investment of each Related Bank Purchaser if the requested Tranche Period is a Eurodollar Tranche, the Seller may request select the Discount Rate(s) and Tranche Period(s) to be applicable to such Investment. All Investment (i) of Windmill shall each Conduit Purchaser shall, and USF Assurance may, accrue Funding Charges Discount at the CP Rate and (ii) of the Liquidity Providers Related Bank Purchasers and USF Assurance may accrue Discount at either the Eurodollar Rate or the Prime Rate, in all cases as established for each Tranche Period applicable to such Investment. Each Tranche shall be in the minimum amount of $1,000,000 100,000 and in multiples thereof or, in the case of Discount accruing at the Prime Rate, in any amount of Investment that otherwise has not been allocated to another Tranche Period. Any Investment of each Purchaser Group not allocated to a Tranche Period shall be a accrue Discount at the Prime TrancheRate. During the pendency continuance of a Termination Event or a Ratings Trigger Event, the Agent may reallocate any outstanding Investment of any Purchaser Group shall accrue Discount at the Liquidity Providers greater of the Eurodollar Rate and the Prime Rate. On each Settlement Date, the Seller shall pay to a Prime Tranchethe Agent (for the benefit of each Conduit Purchaser and, if USF Assurance’s Investment is accruing Discount at the CP Rate, USF Assurance) an aggregate amount equal to all accrued and unpaid Discount in respect of the Investment of such Purchaser for the immediately preceding Discount Period. All Discount accrued during a Tranche Period for a Related Bank Purchaser or USF Assurance shall be payable paid by the Seller to the Agent (for the benefit of the Related Bank Purchasers and USF Assurance) on the last day of such Tranche Period or, for a Eurodollar Tranche with a Tranche Period of more than three months, 90 days after the commencement, and on the last day, of such Tranche Period. (b) The Agent shall allocate If, by the time required in Section 1.3(a), the Seller fails to select a Tranche Period for any Investment of Windmill to Tranche Periods any Purchaser Group, the related Purchaser Agent may, in its sole discretion, select such Tranche Period. If, by the time required in Section 1.3(a), the Seller fails to select a Discount Rate or Tranche Period for any Investment of the Liquidity ProvidersRelated Bank Purchasers, such amount of Investment shall automatically accrue Discount at the Prime Rate for a three Business Day Tranche Period. Any Investment purchased from Windmill a Conduit Purchaser pursuant to the Transfer Agreement Section 2.1 shall accrue interest at the Prime Rate and have an initial a Tranche Period of three Business DaysDays and shall accrue Discount at the Prime Rate. (c) If the Agent or any Liquidity Provider Related Bank Purchaser determines (i) that maintenance of any Eurodollar Tranche would violate any applicable law or regulation, regulation or (ii) that deposits of a type and maturity appropriate to match fund any of such Related Bank Purchaser’s Eurodollar Tranches are not available or (iii) that the maintenance of any Eurodollar Tranche will not adequately and fairly reflect the cost of such Purchaser of funding Eurodollar Tranchesavailable, then the Agent, upon the direction of such Related Bank Purchaser, shall suspend the availability of, and terminate any outstanding, Eurodollar Tranche so affected. All Investment allocated to any such terminated Eurodollar Tranche shall be reallocated to a Prime Rate Tranche.

Selection of Discount Rates and Tranche Periods. (a) The Seller shall pay CP Funding Costs with respect to each Conduit Purchaser’s Investment for each day that any Investment in respect of such Purchase Interest is outstanding. On each Settlement Date the Seller shall pay to the applicable Purchaser Agent (for the benefit of its Conduit Purchaser) an aggregate amount equal to all accrued and unpaid CP Funding Costs in respect of such Investment for the immediately preceding Discount Period. All Investment of the Related Liquidity Providers shall be allocated to one or more Tranches reflecting the Discount Rates at which such Investment accrues Discount and the Tranche Periods for which such Discount Rates apply. In each request for an Incremental Purchase from a Related Liquidity Provider and three Business Days before the expiration of any Tranche Period applicable to any PurchaserRelated Liquidity Provider’s Investment, the Seller may request the Discount Rate(s) and Tranche Period(s) to be applicable to such InvestmentInvestment and the Discount Rate(s) applicable thereto. All Investment (i) of Windmill shall accrue Funding Charges and (ii) of the Related Liquidity Providers may accrue Discount at either the Eurodollar Rate or the Prime Rate, in all cases as established for each Tranche Period applicable to such Investment. Each Tranche shall be in the minimum amount of $1,000,000 and in multiples thereof or, in the case of Discount accruing at the Prime Rate, in any amount of Investment that otherwise has not been allocated to another Tranche Period. Any Investment of the Related Liquidity Providers not allocated to a Tranche Period shall be a Prime Tranche. During the pendency of a Termination Event or a Ratings Trigger Event, the applicable Purchaser Agent may reallocate any outstanding Investment of the Related Liquidity Providers to a Prime Tranche. All Discount accrued during a Tranche Period shall be payable by the Seller on the last day of such Tranche Period or, for a Eurodollar Tranche with a Tranche Period of more than three months, 90 days after the commencement, and on the last day, of such Tranche Period. (b) The Agent shall allocate the Investment of Windmill to Tranche Periods in its sole discretion. If, by the time required in Section 1.3(a), the Seller fails to select a Discount Rate or Tranche Period for any Investment of the Liquidity Providers, such amount of Investment shall automatically accrue Discount at the Prime Rate for a three Business Day Tranche Period. Any Investment purchased from Windmill pursuant to the Transfer Agreement shall accrue interest at the Prime Rate and have an initial Tranche Period of three Business Days. (c) If the Agent or any Liquidity Provider determines (i) that maintenance of any Eurodollar Tranche would violate any applicable law or regulation, (ii) that deposits of a type and maturity appropriate to match fund any of such Purchaser’s Eurodollar Tranches are not available or (iii) that the maintenance of any Eurodollar Tranche will not adequately and fairly reflect the cost of such Purchaser of funding Eurodollar Tranches, then the Agent, upon the direction of such Purchaser, shall suspend the availability of, and terminate any outstanding, Eurodollar Tranche so affected. All Investment allocated to any such terminated Eurodollar Tranche shall be reallocated to a Prime Rate Trancheto

Selection of Discount Rates and Tranche Periods. (a) All Investment of each Purchaser shall be allocated to one or more Tranches reflecting the Discount Rates at which such Investment accrues Discount and the Tranche Periods for which such Discount Rates apply; provided that no more than ten Tranches shall be outstanding at any time with respect to the Class A Investments and no more than five Tranches shall be outstanding at any time with respect to the Class B Investments. In each Except as set forth below, the Agent shall select the Tranche Periods for all Investments. Not later than (1) concurrently with any request for an Incremental Purchase and three from the Purchasers, (2) 3:00 p.m., Chicago time, one Business Days before Day prior to the expiration of any Tranche Period applicable to any Purchaser’s InvestmentInvestment of each Purchaser if the requested Tranche Period is a Prime Tranche and (3) 10:00 a.m., Chicago time, two Business Days prior to the expiration of any Tranche Period applicable to any Investment of each Purchaser if the requested Tranche Period is a Eurodollar Tranche, the Master Servicer on behalf of the Seller may request the Discount Rate(s) and Tranche Period(s) to be applicable to such Investment. All Investment (i) of Windmill shall accrue Funding Charges and (ii) of the Liquidity Providers Purchasers may accrue Discount at either the Eurodollar Rate or the Prime Rate, in all cases as established for each Tranche Period applicable to such InvestmentClass A Investments or Class B Investments, as the case may be. Each Tranche shall be in the minimum amount of $1,000,000 and in multiples thereof or, in the case of Discount accruing at the Prime Rate, in any amount of Investment that otherwise has not been allocated to another Tranche Period. Any Investment not allocated to a Tranche Period shall be a Prime Tranche. During the pendency continuance of a Termination Event or a Ratings Trigger Event, the Agent may reallocate any outstanding Investment of the Liquidity Providers allocated to a Eurodollar Tranche to a Prime TrancheTranche at the end of its then current Tranche Period. All Discount accrued during a Tranche Period shall be payable paid by the Seller to the Agent (for the benefit of the Purchasers) on the last day of such Tranche Period or, for a Eurodollar Tranche with a Tranche Period of more than three months, 90 days after the commencement, and on the last day, of such Tranche Period. (ba) The Agent shall allocate If, by the time required in Section 1.2(a), the Seller fails to select a Tranche Period for any Investment of Windmill to Tranche Periods any Purchaser, the Agent may, in its sole discretion, select such Tranche Period. If, by the time required in Section 1.3(a1.2(a), the Seller fails to and the Agent do not select a Discount Rate or Tranche Period for any Investment of the Liquidity ProvidersInvestment, such amount of Investment shall automatically accrue Discount at the Prime Rate for a three Business Day Tranche Period. Any Investment purchased from Windmill pursuant to the Transfer Agreement shall accrue interest at the Prime Rate and have an initial Tranche Period of three Business Days. (cb) If the Agent or any Liquidity Provider Purchaser determines (i) that maintenance of any Eurodollar Tranche would violate any applicable law or regulation, regulation or (ii) that deposits of a type and maturity appropriate to match fund any of such Purchaser’s Eurodollar Tranches are not available or (iii) that the maintenance of any Eurodollar Tranche will not adequately and fairly reflect the cost of such Purchaser of funding Eurodollar Tranchesavailable, then the Agent, upon the direction of such Purchaser, shall suspend the availability of, and terminate any outstanding, Eurodollar Tranche so affected. All Investment allocated to any such terminated Eurodollar Tranche shall be reallocated to a Prime Rate TrancheTranche at the termination of the related Tranche Period.

Selection of Discount Rates and Tranche Periods. (a) All Investment shall be allocated to one or more Tranches reflecting the Discount Rates at which such Investment accrues Discount and the Tranche Periods for which such Discount Rates apply. In each request for an Incremental Purchase and three Business Days before the expiration of any Tranche Period applicable to any Purchaser’s 's Investment, the Seller may request the Discount Rate(s) and Tranche Period(s) to be applicable to such Investment. All Investment (i) of Windmill shall accrue Funding Charges Discount at the CP Rate and (ii) of the Liquidity Providers may accrue Discount at either the Eurodollar Rate or the Prime Rate, in all cases as established for each Tranche Period applicable to such Investment. Each Tranche shall be in the minimum amount of $1,000,000 and in multiples thereof or, in the case of Discount accruing at the Prime Rate, in any amount of Investment that otherwise has not been allocated to another Tranche Period. Any Investment not allocated to a Tranche Period shall be a Prime Tranche. During the pendency of a Termination Event or a Ratings Trigger Event, the Agent may reallocate any outstanding Investment of the Liquidity Providers to a Prime Tranche. All Discount accrued during a Tranche Period shall be payable by the Seller on the last day of such Tranche Period or, for a Eurodollar Tranche with a Tranche Period of more than three months, 90 days after the commencement, and on the last day, of such Tranche Period. (b) The Agent shall allocate the Investment of Windmill to Tranche Periods in its sole discretion. If, by the time required in Section 1.3(a), the Seller fails to select a Discount Rate or Tranche Period for any Investment of the Liquidity Providers, such amount of Investment shall automatically accrue Discount at the Prime Rate for a three Business Day Tranche Period. Any Investment purchased from Windmill pursuant to the Transfer Agreement shall accrue interest at the Prime Rate and have an initial Tranche Period of three Business Days. (c) If the Agent or any Liquidity Provider determines (i) that maintenance of any Eurodollar Tranche would violate any applicable law or regulation, (ii) that deposits of a type and maturity appropriate to match fund any of such Purchaser’s 's Eurodollar Tranches are not available or (iii) that the maintenance of any Eurodollar Tranche will not adequately and fairly reflect the cost of such Purchaser of funding Eurodollar Tranches, then the Agent, upon the direction of such Purchaser, shall suspend the availability of, and terminate any outstanding, Eurodollar Tranche so affected. All Investment allocated to any such terminated Eurodollar Tranche shall be reallocated to a Prime Rate Tranche

Selection of Discount Rates and Tranche Periods. (a) All The Investment of each Purchaser Group shall be allocated to one or more Tranches reflecting the Discount Rates at which such Investment accrues Discount and the Tranche Periods for which such Discount Rates apply. In The Purchaser Agent for each request Conduit Purchaser shall select the Tranche Periods for an Incremental Purchase and three Business Days before all Investments of such Conduit Purchaser. With respect to the expiration Investment of any Tranche Period applicable to any Purchaser’s InvestmentBank Purchasers, the Seller may request the Discount Rate(s) and Tranche Period(s) to be applicable to such InvestmentInvestment not later than (1) concurrently with any request for an Incremental Purchase, (2) 3:00 p.m. (New York time), one Business Day prior to the expiration of any Tranche Period applicable to any Investment of each Bank Purchaser if the requested Tranche Period is a Prime Tranche and (3) 1:00 p.m., New York City time, three Business Days prior to the expiration of any Tranche Period applicable to any Investment of each Bank Purchaser if the requested Tranche Period is a Eurodollar Tranche. All Unless otherwise agreed by the Bank Purchasers, with respect to the Investment of Bank Purchasers, each Tranche shall be a Eurodollar Tranche and each Tranche Period shall be one month. The Investment of each Conduit Purchaser funded by the issuance of commercial paper notes shall accrue Discount at the CP Rate. The Investment of (i) each Conduit Purchaser that is not funded by the issuance of Windmill shall accrue Funding Charges commercial paper notes and (ii) of the Bank Purchasers and any Liquidity Providers Providers, in each case, may accrue Discount at either the Eurodollar Rate or the Prime Rate, in all cases as established for each Tranche Period applicable to such Investment. Each Tranche shall be in the minimum amount of $1,000,000 100,000 and in multiples thereof or, in the case of Discount accruing at the Prime Rate, in any amount of Investment that otherwise has not been allocated to another Tranche Period. Any Investment of each Purchaser Group not allocated to a Tranche Period shall be a accrue Discount at the Prime TrancheRate. During the pendency of a Termination Event or a Ratings Trigger Event, the each Purchaser Agent may reallocate any outstanding Investment of the Liquidity Providers its respective Purchaser Group to a Prime Tranche. All Discount accrued during a Tranche Period shall be payable by On each Settlement Date, the Seller on shall pay to the last day Agent (for the benefit of such Tranche Period or, for a Eurodollar Tranche with a Tranche Period of more than three months, 90 days after the commencement, each Purchaser) an aggregate amount equal to all accrued and on the last day, of such Tranche Periodunpaid Discount. (b) The Agent shall allocate If, by the time required in Section 1.3(a), the Seller fails to select a Tranche Period for any Investment of Windmill to Tranche Periods any Purchaser Group, the related Purchaser Agent may, in its sole discretion, select such Tranche Period. If, by the time required in Section 1.3(a), the Seller fails to select a Discount Rate or Tranche Period for any Investment of the Liquidity ProvidersBank Purchasers, such amount of Investment shall automatically accrue Discount at the Prime Rate for a three Business Day Tranche Period. Any Investment purchased from Windmill a Conduit Purchaser pursuant to the Transfer Agreement Section 2.1 shall accrue interest Discount at the Prime Rate and have an initial a Tranche Period of three Business Days. (c) If the Agent or any Liquidity Provider determines (i) that maintenance of any Eurodollar Tranche would violate any applicable law or regulation, (ii) that deposits of a type and maturity appropriate to match fund any of such Purchaser’s Eurodollar Tranches are not available or (iii) that the maintenance of any Eurodollar Tranche will not adequately and fairly reflect the cost of such Purchaser of funding Eurodollar Tranches, then the Agent, upon the direction of such Purchaser, shall suspend the availability of, and terminate any outstanding, Eurodollar Tranche so affected. All Investment allocated to any such terminated Eurodollar Tranche shall be reallocated to a Prime Rate Tranche

Selection of Discount Rates and Tranche Periods. (a) All Investment of each Purchaser shall be allocated to one or more Tranches reflecting the Discount Rates at which such Investment accrues Discount and the Tranche Periods for which such Discount Rates apply; provided that no more than ten Tranches shall be outstanding at any time with respect to the Class A Investments and no more than five Tranches shall be outstanding at any time with respect to the Class B Investments. In each Except as set forth below, the Agent shall select the Tranche Periods for all Investments. Not later than (1) concurrently with any request for an Incremental Purchase and three from the Purchasers, (2) 3:00 p.m., Chicago time, one Business Days before Day prior to the expiration of any Tranche Period applicable to any Purchaser’s InvestmentInvestment of each Purchaser if the requested Tranche Period is a Prime Tranche and (3) 10:00 a.m., Chicago time, two Business Days prior to the expiration of any Tranche Period applicable to any Investment of each Purchaser if the requested Tranche Period is a Eurodollar Tranche, the Master Servicer on behalf of the Seller may request the Discount Rate(s) and Tranche Period(s) to be applicable to such Investment. All Investment (i) of Windmill shall accrue Funding Charges and (ii) of the Liquidity Providers Purchasers may accrue Discount at either the Eurodollar Rate or the Prime Rate, in all cases as established for each Tranche Period applicable to such InvestmentClass A Investments or Class B Investments, as the case may be. Each Tranche shall be in the minimum amount of $1,000,000 and in multiples thereof or, in the case of Discount accruing at the Prime Rate, in any amount of Investment that otherwise has not been allocated to another Tranche Period. Any Investment not allocated to a Tranche Period shall be a Prime Tranche. During the pendency continuance of a Termination Event or a Ratings Trigger Event, the Agent may reallocate any outstanding Investment of the Liquidity Providers allocated to a Eurodollar Tranche to a Prime TrancheTranche at the end of its then current Tranche Period. All Discount accrued during a Tranche Period shall be payable paid by the Seller to the Agent (for the benefit of the Purchasers) on the last day of such Tranche Period or, for a Eurodollar Tranche with a Tranche Period of more than three months, 90 days after the commencement, and on the last day, of such Tranche Period. (b) The Agent shall allocate If, by the time required in Section 1.2(a), the Seller fails to select a Tranche Period for any Investment of Windmill to Tranche Periods any Purchaser, the Agent may, in its sole discretion, select such Tranche Period. If, by the time required in Section 1.3(a1.2(a), the Seller fails to and the Agent do not select a Discount Rate or Tranche Period for any Investment of the Liquidity ProvidersInvestment, such amount of Investment shall automatically accrue Discount at the Prime Rate for a three Business Day Tranche Period. Any Investment purchased from Windmill pursuant to the Transfer Agreement shall accrue interest at the Prime Rate and have an initial Tranche Period of three Business Days. (c) If the Agent or any Liquidity Provider Purchaser determines (i) that maintenance of any Eurodollar Tranche would violate any applicable law or regulation, regulation or (ii) that deposits of a type and maturity appropriate to match fund any of such Purchaser’s Eurodollar Tranches are not available or (iii) that the maintenance of any Eurodollar Tranche will not adequately and fairly reflect the cost of such Purchaser of funding Eurodollar Tranchesavailable, then the Agent, upon the direction of such Purchaser, shall suspend the availability of, and terminate any outstanding, Eurodollar Tranche so affected. All Investment allocated to any such terminated Eurodollar Tranche shall be reallocated to a Prime Rate TrancheTranche at the termination of the related Tranche Period.

Selection of Discount Rates and Tranche Periods. (a) All Investment shall be allocated to one or more Tranches reflecting the Discount Rates at which such Investment accrues Discount and the Tranche Periods for which such Discount Rates apply. In each request for an Incremental Purchase and three Business Days before the expiration of any Tranche Period applicable to any Purchaser’s 's Investment, the Seller may request the Discount Rate(s) and Tranche Period(s) to be applicable to such Investment. All Investment (i) of Windmill shall accrue Funding Charges Discount at the CP Rate and (ii) of the Liquidity Providers Committed Purchasers may accrue Discount at either the Eurodollar Rate or the Prime Rate, in all cases as established for each Tranche Period applicable to such Investment. Each Tranche shall be in the minimum amount of $1,000,000 and in multiples thereof or, in the case of Discount accruing at the Prime Rate, in any amount of Investment that otherwise has not been allocated to another Tranche Period. Any Investment not allocated to a Tranche Period shall be a Prime Tranche. During the pendency of a Termination Event or a Ratings Trigger Event, the Agent may reallocate any outstanding Investment of the Liquidity Providers Committed Purchasers to a Prime Tranche. All Discount accrued during a Tranche Period shall be payable by the Seller on the last day of such Tranche Period or, for a Eurodollar Tranche with a Tranche Period of more than three months, 90 days after the commencement, and on the last day, of such Tranche Period. (b) The Agent shall allocate If, by the time required in Section 1.3(a), the Seller fails to select a Tranche Period for any Investment of Windmill to Tranche Periods Windmill, the Agent may, in its sole discretion, select such Tranche Period. If, by the time required in Section 1.3(a), the Seller fails to select a Discount Rate or Tranche Period for any Investment of the Liquidity ProvidersCommitted Purchasers, such amount of Investment shall automatically accrue Discount at the Prime Rate for a three Business Day Tranche Period. Any Investment purchased from Windmill pursuant to the Transfer Agreement Section 2.1 shall accrue interest at the have a Prime Rate and have an initial Tranche Period of three Business Days. (c) If the Agent or any Liquidity Provider Committed Purchaser determines (i) that maintenance of any Eurodollar Tranche would violate any applicable law or regulation, regulation or (ii) by reason of circumstances affecting the interbank eurodollar market that deposits of a type and maturity appropriate to match fund any of such Purchaser’s 's Eurodollar Tranches are not available or (iii) that the maintenance of any Eurodollar Tranche will not adequately and fairly reflect the cost of such Purchaser of funding Eurodollar Tranchesavailable, then the Agent, upon the direction of such Purchaser, shall suspend the availability of, and terminate any outstanding, Eurodollar Tranche so affected. All Investment allocated to any such terminated Eurodollar Tranche shall be reallocated to a Prime Rate Tranche.

Selection of Discount Rates and Tranche Periods. (a1) The provisions of this subsection (a)(1) shall apply to all Investment of Windmill funded with commercial paper issued on or before the Agent makes the election described in clause (a)(2) below: All such Investment shall be allocated to one or more Tranches reflecting the Discount Rates at which such Investment accrues Discount and the Tranche Periods for which such Discount Rates apply. All such Investment of Windmill shall accrue Discount at the CP Rate. Each CP Tranche shall be in the minimum amount of $1,000,000 and in multiples thereof. All Discount accrued at the CP Rate during a Tranche Period shall be payable by the Seller on the last day of such Tranche Period; (2) At the Agent's option, the Agent may notify the Seller that the provisions of this subsection (a)(2) shall apply to all Investment of Windmill funded with Pooled Commercial Paper issued after the Agent delivers a notice to the Seller that it elects to have the provisions of this clause (a)(2) to be applicable to the Investment of Windmill: The Seller shall pay Funding Charges with respect to Windmill's Purchase Interest for each day that any Investment in respect of such Purchase Interest is outstanding. Each such Purchase Interest will accrue Funding Charges each day based on the Pooled Allocation. On each Settlement Date the Seller shall pay to the Agent (for the benefit of Windmill) an aggregate amount equal to all accrued and unpaid Funding Charges in respect of such Purchase Interest for the immediately preceding Discount Period; (3) All Investment of the Committed Purchasers shall be allocated to one or more Tranches reflecting the Discount Rates at which such Investment accrues Discount and the Tranche Periods for which such Discount Rates apply. In each request for an Incremental Purchase from a Committed Purchaser and three Business Days before the expiration of any Tranche Period applicable to any Committed Purchaser’s 's Investment, the Seller may request the Discount Rate(s) and Tranche Period(s) to be applicable to such InvestmentInvestment and the Discount Rate(s) applicable thereto. All Investment (i) of Windmill shall accrue Funding Charges and (ii) of the Liquidity Providers Committed Purchasers may accrue Discount at either the Eurodollar Rate or the Prime Rate, in all cases as established for each Tranche Period applicable to such Investment. Each Tranche shall be in the minimum amount of $1,000,000 and in multiples thereof or, in the case of Discount accruing at the Prime Rate, in any amount of Investment that otherwise has not been allocated to another Tranche Period. Any Investment of the Committed Purchasers not allocated to a Tranche Period shall be a Prime Tranche. During the pendency of a Termination Event or a Ratings Trigger Event, the Agent may reallocate any outstanding Investment of the Liquidity Providers Committed Purchasers to a Prime Tranche. All Discount accrued on the Investment of the Committed Purchasers during a Tranche Period shall be payable by the Seller on the last day of such Tranche Period or, for a Eurodollar Tranche with a Tranche Period of more than three months, 90 days after the commencement, and on the last day, of such Tranche Period. (b) The Agent shall allocate the Investment of Windmill to Tranche Periods in its sole discretion. If, by the time required in Section 1.3(a), the Seller fails to select a Discount Rate or Tranche Period for any Investment of the Liquidity ProvidersCommitted Purchasers, such amount of Investment shall automatically accrue Discount at the Prime Rate for a three Business Day Tranche Period. Any Investment purchased from Windmill pursuant to the Transfer Agreement shall accrue interest at the Prime Rate and have an initial Tranche Period of three Business Days. (c) If the Agent or any Liquidity Provider Committed Purchaser determines (i) that maintenance of any Eurodollar Tranche would violate any applicable law or regulation, (ii) that deposits of a type and maturity appropriate to match fund any of such Purchaser’s 's Eurodollar Tranches are not available or (iii) that the maintenance of any Eurodollar Tranche will not adequately and fairly reflect the cost of such Purchaser of funding Eurodollar Tranches, then the Agent, upon the direction of such Purchaser, shall suspend the availability of, and terminate any outstanding, Eurodollar Tranche so affected. All Investment allocated to any such terminated Eurodollar Tranche shall be reallocated to a Prime Rate Tranche (e) The defined term "Federal Funds Rate" appearing in Schedule I to the Sale Agreement is hereby deleted and replaced with the following:

Selection of Discount Rates and Tranche Periods. (a1) The Seller shall pay Funding Charges with respect to Windmill's Purchase Interest for each day that any Investment in respect of such Purchase Interest is outstanding. Each such Purchase Interest will accrue Funding Charges each day based on the Pooled Allocation. On each Settlement Date the Seller shall pay to the Agent (for the benefit of Windmill) an aggregate amount equal to all accrued and unpaid Funding Charges in respect of such Purchase Interest for the immediately preceding Discount Period; (2) All Investment of the Committed Purchasers shall be allocated to one or more Tranches reflecting the Discount Rates at which such Investment accrues Discount and the Tranche Periods for which such Discount Rates apply. In each request for an Incremental Purchase from a Committed Purchaser and three Business Days before the expiration of any Tranche Period applicable to any Committed Purchaser’s 's Investment, the Seller may request the Discount Rate(s) and Tranche Period(s) to be applicable to such InvestmentInvestment and the Discount Rate(s) applicable thereto. All Investment (i) of Windmill shall accrue Funding Charges and (ii) of the Liquidity Providers Committed Purchasers may accrue Discount at either the Eurodollar Rate or the Prime Rate, in all cases as established for each Tranche Period applicable to such Investment. Each Tranche shall be in the minimum amount of $1,000,000 and in multiples thereof or, in the case of Discount accruing at the Prime Rate, in any amount of Investment that otherwise has not been allocated to another Tranche Period. Any Investment of the Committed Purchasers not allocated to a Tranche Period shall be a Prime Tranche. During the pendency of a Termination Event or a Ratings Trigger Event, the Agent may reallocate any outstanding Investment of the Liquidity Providers Committed Purchasers to a Prime Tranche. All Discount accrued on the Investment of the Committed Purchasers during a Tranche Period shall be payable by the Seller on the last day of such Tranche Period or, for a Eurodollar Tranche with a Tranche Period of more than three months, 90 days after the commencement, and on the last day, of such Tranche Period. (b) The Agent shall allocate the Investment of Windmill to Tranche Periods in its sole discretion. If, by the time required in Section 1.3(a), the Seller fails to select a Discount Rate or Tranche Period for any Investment of the Liquidity ProvidersCommitted Purchasers, such amount of Investment shall automatically accrue Discount at the Prime Rate for a three Business Day Tranche Period. Any Investment purchased from Windmill pursuant to the Transfer Agreement shall accrue interest at the Prime Rate and have an initial Tranche Period of three Business Days. (c) If the Agent or any Liquidity Provider Committed Purchaser determines (i) that maintenance of any Eurodollar Tranche would violate any applicable law or regulation, (ii) that deposits of a type and maturity appropriate to match fund any of such Purchaser’s 's Eurodollar Tranches are not available or (iii) that the maintenance of any Eurodollar Tranche will not adequately and fairly reflect the cost of such Purchaser of funding Eurodollar Tranches, then the Agent, upon the direction of such Purchaser, shall suspend the availability of, and terminate any outstanding, Eurodollar Tranche so affected. All Investment allocated to any such terminated Eurodollar Tranche shall be reallocated to a Prime Rate Tranche. (d) The defined term "Federal Funds Rate" appearing in Schedule I to the Sale Agreement is hereby deleted and replaced with the following:

Selection of Discount Rates and Tranche Periods. (a1) The provisions of this subsection (a)(1) shall apply to all Investment of Amsterdam funded with commercial paper issued on or before February 1, 2000: All such Investment shall be allocated to one or more Tranches reflecting the Discount Rates at which such Investment accrues Discount and the Tranche Periods for which such Discount Rates apply. All such Investment of Amsterdam shall accrue Discount at the CP Rate. All CP Discount accrued during a Tranche Period shall be payable by the Seller on the last day of such Tranche Period; (2) The provisions of this subsection (a)(2) shall apply to all Investment of Amsterdam funded with commercial paper issued after February 1, 2000: The Seller shall pay Funding Charges with respect to Amsterdam's Purchase Interest for each day that any Investment in respect of such Purchase Interest is outstanding. Each such Purchase Interest will accrue Funding Charges each day based on the Pooled Allocation. On each Settlement Date the Seller shall pay to the Agent (for the benefit of Amsterdam) an aggregate amount equal to all accrued and unpaid Funding Charges in respect of such Purchase Interest for the immediately preceding Discount Period; (3) All Investment of the Committed Purchasers shall be allocated to one or more Tranches reflecting the Discount Rates at which such Investment accrues Discount and the Tranche Periods for which such Discount Rates apply. In each request for an Incremental Purchase from a Committed Purchaser and three Business Days before the expiration of any Tranche Period applicable to any Committed Purchaser’s 's Investment, the Seller may request the Discount Rate(s) and Tranche Period(s) to be applicable to such InvestmentInvestment and the Discount Rate(s) applicable thereto. All Investment (i) of Windmill shall accrue Funding Charges and (ii) of the Liquidity Providers Committed Purchasers may accrue Discount at either the Eurodollar Rate or the Prime Rate, in all cases as established for each Tranche Period applicable to such Investment. Each Tranche shall be in the minimum amount of $1,000,000 and in multiples thereof or, in the case of Discount accruing at the Prime Rate, in any amount of Investment that otherwise has not been allocated to another Tranche Period. Any Investment of the Committed Purchasers not allocated to a Tranche Period shall be a Prime Tranche. During the pendency of a Termination Event or a Ratings Trigger Event, the Agent may reallocate any outstanding Investment of the Liquidity Providers Committed Purchasers to a Prime Tranche. All Discount accrued on the Investment of the Committed Purchasers during a Tranche Period shall be payable by the Seller on the last day of such Tranche Period or, for a Eurodollar Tranche with a Tranche Period of more than three months, 90 days after the commencement, and on the last day, of such Tranche Period. (b) The Agent shall allocate the Investment of Windmill Amsterdam to Tranche Periods in its sole discretion. If, by the time required in Section 1.3(a), the Seller fails to select a Discount Rate or Tranche Period for any Investment of the Liquidity ProvidersCommitted Purchasers, such amount of Investment shall automatically accrue Discount at the Prime Rate for a three Business Day Tranche Period. Any Investment purchased from Windmill Amsterdam pursuant to the Transfer Agreement shall accrue interest at the Prime Rate and have an initial Tranche Period of three Business Days. (c) If the Agent or any Liquidity Provider Committed Purchaser determines (i) that maintenance of any Eurodollar Tranche would violate any applicable law or regulation, (ii) that deposits of a type and maturity appropriate to match fund any of such Purchaser’s 's Eurodollar Tranches are not available or (iii) that the maintenance of any Eurodollar Tranche will not adequately and fairly reflect the cost of such Purchaser of funding Eurodollar Tranches, then the Agent, upon the direction of such Purchaser, shall suspend the availability of, and terminate any outstanding, Eurodollar Tranche so affected. All Investment allocated to any such terminated Eurodollar Tranche shall be reallocated to a Prime Rate Tranche.