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

Selection of Tranche Periods and Tranche Rates. (a) Transferred Interest held by a Class Conduit Prior to a Termination Event. With respect to each Class, at all times hereafter, but prior to the occurrence of a Termination Event for such Class and not with respect to any portion of the Transferred Interest held by the Bank Investors for such Class (or any of them), the Transferor may, subject to the applicable Class Conduit’s approval and the limitations described below, request Tranche Periods with respect to such Class and allocate a portion of the Net Investment for such Class to each such selected Tranche Period, so that the aggregate amounts allocated to such outstanding Tranche Periods at all times shall equal the Net Investment held by such Class Conduit. The Transferor shall give the Administrative Agent irrevocable notice (which notice the Administrative Agent shall forward to the applicable Class Agent) by telephone of the new requested Tranche Period(s) and whether the requested Tranche Rate applicable thereto shall be the applicable CP Rate, the Base Rate or the Eurodollar Rate at least (i) three (3) Business Days prior to the expiration of any then existing Tranche Period if the Tranche Rate to be applicable to the new requested Tranche Period shall be the applicable Eurodollar Rate, (ii) two (2) Business Days prior to the expiration of any then existing Tranche Period if the Tranche Rate to be applicable to the new requested Tranche Period shall be the Base Rate, and (iii) two (2) Business Days prior to the expiration of any then existing Tranche Period if the Tranche Rate to be applicable to the new requested Tranche Period shall be the CP Rate; provided, however, that such Class Agent may select, in its reasonable discretion, any such new Tranche Period and the Tranche Rate if (i) the Transferor fails to provide such notice on a timely basis or (ii) such Class Agent determines, in its reasonable discretion, that the Tranche Rate or the Tranche Period requested by the Transferor is unavailable or for any reason commercially undesirable. Each Class Conduit confirms that it is its intention to allocate all or substantially all of the Net Investment held by it to one or more of its CP Tranche Periods; provided that such Class Conduit may determine from time to time, in its sole discretion, that funding such Net Investment by means of one or more of its CP Tranche Periods is not desirable for any reason. If a Liquidity Provider acquires from any Class Conduit a Purchased Interest with respect to the Receivables pursuant to the terms of the applicable Liquidity Provider Agreement, the applicable Class Agent, on behalf of such Liquidity Provider, may exercise the right of selection granted to such Class Conduit hereby. The initial Tranche Period applicable to any such Purchased Interest shall be a period of not greater than 14 days. In the case of any Tranche Period selected pursuant to this paragraph that is outstanding upon the occurrence of a Termination Event, such Tranche Period shall end on such date. Notwithstanding the foregoing, with respect to any portion of the Transferred Interest held by a Class Conduit which utilizes “pool” funding, such Class Conduit or its Class Agent shall select, in its sole discretion, all Tranche Periods and shall allocate a portion of the Net Investment for such Class to such Tranche Periods so that the aggregate amounts allocated to such outstanding Tranche Periods at all times shall equal the Net Investment held by such Class Conduit.

Selection of Tranche Periods and Tranche Rates. (a) Transferred Interest held by a Class Conduit Prior to a Termination Event. With respect to each Class, at At all times hereafter, but prior to the occurrence of a Termination Event for such Class and not with respect to any portion of the Transferred Interest held by the Bank Investors for such Class (or any of them)Event, the Transferor mayshall, subject to the applicable Class Conduit’s Company's approval and the limitations described below, request Tranche Periods with respect to such Class and allocate a portion of the Net Investment for such Class to each such selected Tranche Period, so that the aggregate amounts allocated to such outstanding Tranche Periods at all times shall equal the Net Investment held by such Class ConduitInvestment. The Transferor shall give the Administrative Agent Company irrevocable notice (which notice the Administrative Agent shall forward to the applicable Class Agent) by telephone of the new requested Tranche Period(s) and whether the requested Tranche Rate applicable thereto shall be the applicable CP Rate, the Base Rate or the Eurodollar Rate at least (i) three (3) Business Days prior to the expiration of any then existing Tranche Period if the Tranche Rate to be applicable to the new requested Tranche Period shall be the applicable Eurodollar Rate, (ii) two (2) Business Days prior to the expiration of any then existing Tranche Period if the Tranche Rate to be applicable to the new requested Tranche Period shall be the Base Rate, and (iii) two (2) Business Days prior to the expiration of any then existing Tranche Period if the Tranche Rate to be applicable to the new requested Tranche Period shall be the CP RatePeriod; provided, -------- however, that such Class Agent the Company may select, in its reasonable sole discretion, any such new ------- Tranche Period and the Tranche Rate if (i) the Transferor fails to provide such notice on a timely basis or (ii) such Class Agent the Company determines, in its reasonable sole discretion, that the Tranche Rate or the Tranche Period requested by the Transferor is unavailable or for any reason commercially undesirable. Each Class Conduit The Company confirms that it is its intention to allocate all or substantially all of the Net Investment held by it to one or more of its CP Tranche Periods; provided that such Class Conduit the Company may determine determine, from time to time, in its sole -------- discretion, that funding such Net Investment by means of one or more of its CP Tranche Periods is not desirable for any reason. If a the Liquidity Provider acquires from any Class Conduit a Purchased Transferred Interest with respect to the Receivables and related property pursuant to the terms of the applicable Liquidity Provider Agreement, the applicable Class Agent, on behalf of such Liquidity Provider, Provider may exercise the right of selection granted to such Class Conduit the Company hereby. The initial Tranche Period Rate applicable to any such Purchased Interest shall may be a period of not greater than 14 daysthe BR Rate, the CD Rate or the Eurodollar Rate, as determined by the Liquidity Provider. In the case of any Tranche Period selected pursuant to this paragraph that is outstanding upon the occurrence of a Termination EventEvent or on the date of the assignment of the Transferred Interest to the Bank Investors pursuant to Section 9.7, such Tranche Period shall end on the date of such date. Notwithstanding occurrence. (b) At all times on and after the foregoingoccurrence of a Termination Event, with respect to any portion of the Transferred Interest held by a Class Conduit which utilizes “pool” fundingCompany or the Liquidi- ty Provider, such Class Conduit or its Class Agent as applicable, shall select, in its sole discretion, select all Tranche Periods and Tranche Rates applicable thereto; provided, that if the Bank Investors are assigned the -------- Transferred Interest pursuant to Section 9.7, one Tranche Period, with a Tranche Rate determined pursuant to the letter agreement referred to in Section 9.7, with successive periods of one day, shall allocate a portion of the Net Investment for such Class to such Tranche Periods so that the aggregate amounts allocated to such outstanding Tranche Periods at all times shall equal the Net Investment held by such Class Conduitthereafter exist.

Selection of Tranche Periods and Tranche Rates. (a) Transferred Prior to the Termination Date; Pledged Interest held by a Class Conduit Prior to a Termination Eventon behalf of the Company. With respect to each Class, at At all times hereafter, but prior to the occurrence of a Termination Event for such Class Date and not with respect to any portion of the Transferred Pledged Interest held by on behalf of the Bank Investors for such Class (or any of them), the Transferor Pledgors may, subject to the applicable Class Conduit’s Company's approval and the limitations described below, request Tranche Periods with respect to such Class and allocate a portion of the Net Investment for such Class to each such selected Tranche Period, so that the aggregate amounts allocated to such outstanding Tranche Periods at all times shall equal the Net Investment held by such Class Conduiton behalf of the Company. The Transferor Pledgors shall jointly give the Administrative Agent Company irrevocable notice (which notice the Administrative Agent shall forward to the applicable Class Agent) by telephone of the new requested Tranche Period(s) and whether the requested Tranche Rate applicable thereto shall be the applicable CP Rate, the Base Rate or the Eurodollar Rate at least (i) three (3) Business Days prior to the expiration of any then existing Tranche Period if the Tranche Rate to be applicable to the new requested Tranche Period shall be the applicable Eurodollar Rate, (ii) two (2) Business Days prior to the expiration of any then existing Tranche Period if the Tranche Rate to be applicable to the new requested Tranche Period shall be the Base Rate, and (iii) two (2) Business Days prior to the expiration of any then existing Tranche Period if the Tranche Rate to be applicable to the new requested Tranche Period shall be the CP RatePeriod; provided, however, that in the event of a Tranche Period with respect to a Pledge Date, such Class Agent notice period shall not exceed the notice period pursuant to Section 2.2 that applies to the related Pledge; provided, further, that the Company may select, in its reasonable sole discretion, any such new Tranche Period and the Tranche Rate if (i) the Transferor fails Pledgors fail to provide such notice on a timely basis or (ii) such Class Agent the Company determines, in its reasonable sole discretion, that the Tranche Rate or the Tranche Period requested by the Transferor Pledgors is unavailable or for any reason commercially undesirable. Each Class Conduit The Company confirms that it is its intention to allocate all or substantially all of the Net Investment held by on behalf of it to one or more of its CP Tranche Periods; provided that such Class Conduit the Company may determine determine, from time to time, in its sole discretion, that funding such Net Investment by means of one or more of its CP Tranche Periods is not possible or is not desirable for any reason. If a the Liquidity Provider acquires from any Class Conduit the Company a Purchased Interest with respect to the Receivables pursuant to the terms of the applicable Liquidity Provider Agreement, the applicable Class AgentNationsBank, on behalf of such the Liquidity Provider, may exercise the right of selection granted to such Class Conduit the Company hereby. The initial Tranche Period applicable to any such Purchased Interest shall be a period of not greater than 14 days7 days and such Tranche shall be a BR Tranche. In Thereafter, provided that the case of any Termination Date shall not have occurred, the Tranche Period selected pursuant to this paragraph that is outstanding upon applicable thereto shall be the occurrence of a Termination EventBR Rate or the Eurodollar Rate, such Tranche Period shall end on such date. Notwithstanding the foregoing, with respect to any portion of the Transferred Interest held as determined by a Class Conduit which utilizes “pool” funding, such Class Conduit or its Class Agent shall select, in its sole discretion, all Tranche Periods and shall allocate a portion of the Net Investment for such Class to such Tranche Periods so that the aggregate amounts allocated to such outstanding Tranche Periods at all times shall equal the Net Investment held by such Class Conduit.the

Selection of Tranche Periods and Tranche Rates. (a) Prior to the Termination Date; Transferred Interest held by a Class Conduit Prior to a Termination Eventon behalf of the Company. With respect to each Class, at At all times hereafter, but prior to the occurrence of a Termination Event for such Class Date and not with respect to any portion of the Transferred Interest held by on behalf of the Bank Investors for such Class (or any of them), the Transferor may, subject to the applicable Class Conduit’s Company's approval and the limitations described below, request Tranche Periods with respect to such Class and allocate a portion of the Net Investment for such Class to each such selected Tranche Period, so that the aggregate amounts allocated to such outstanding Tranche Periods at all times shall equal the Net Investment held by such Class Conduiton behalf of the Company. The Transferor shall give the Administrative Agent Company irrevocable notice (which notice the Administrative Agent shall forward to the applicable Class Agent) by telephone of the new requested Tranche Period(s) and whether the requested Tranche Rate applicable thereto shall be the applicable CP Rate, the Base Rate or the Eurodollar Rate at least (i) three (3) Business Days prior to the expiration of any then existing Tranche Period if the Tranche Rate to be applicable to the new requested Tranche Period shall be the applicable Eurodollar Rate, (ii) two (2) Business Days prior to the expiration of any then existing Tranche Period if the Tranche Rate to be applicable to the new requested Tranche Period shall be the Base Rate, and (iii) two (2) Business Days prior to the expiration of any then existing Tranche Period if the Tranche Rate to be applicable to the new requested Tranche Period shall be the CP RatePeriod; provided, however, that such Class Agent the Company may select, in its reasonable sole discretion, any such new Tranche Period and the Tranche Rate if (i) the Transferor fails to provide such notice on a timely basis or (ii) such Class Agent the Company determines, in its reasonable sole discretion, that the Tranche Rate or the Tranche Period requested by the Transferor is unavailable or for any reason commercially undesirable. Each Class Conduit The Company confirms that it is its intention to allocate all or substantially all of the Net Investment held by on behalf of it to one or more of its CP Tranche Periods; provided that such Class Conduit the Company may determine determine, from time to time, in its sole discretion, that funding such Net Investment by means of one or more of its CP Tranche Periods is not possible or is not desirable for any reason. If a the Liquidity Provider acquires from any Class Conduit the Company a Purchased Interest with respect to the Receivables pursuant to the terms of the applicable Liquidity Provider Agreement, the applicable Class AgentNationsBank, on behalf of such the Liquidity Provider, may exercise the right of selection granted to such Class Conduit the Company hereby. The initial Tranche Period applicable to any such Purchased Interest shall be a period of not greater than 14 daysdays and such Tranche shall be a BR Tranche. Thereafter, provided that the Termination Date shall not have occurred, the Tranche Period applicable thereto shall be the BR Rate or the Eurodollar Rate, as determined by NationsBank. In the case of any Tranche Period selected pursuant to this paragraph that is outstanding upon the occurrence of a Termination EventDate, such Tranche Period shall end on such date. Notwithstanding the foregoing, with respect to any portion of the Transferred Interest held by a Class Conduit which utilizes “pool” funding, such Class Conduit or its Class Agent shall select, in its sole discretion, all Tranche Periods and shall allocate a portion of the Net Investment for such Class to such Tranche Periods so that the aggregate amounts allocated to such outstanding Tranche Periods at all times shall equal the Net Investment held by such Class Conduit.

Selection of Tranche Periods and Tranche Rates. (a) Transferred Interest held by a Class Conduit Prior to a Termination Event. With respect to each Class, at At all times hereafter, but prior to the occurrence of a Termination Event for such Class and not with respect to any portion of the Transferred Interest held by the Bank Investors for such Class (or any of them)Event, the Transferor mayshall, subject to the applicable Class Conduit’s Company's approval and the limitations described below, request Tranche Periods with respect to such Class and allocate a portion of the Net Investment for such Class to each such selected Tranche Period, so that the aggregate amounts allocated to such outstanding Tranche Periods at all times shall equal the Net Investment held by such Class ConduitInvestment. The Transferor shall give the Administrative Agent Company irrevocable notice (which notice the Administrative Agent shall forward to the applicable Class Agent) by telephone of the new requested Tranche Period(s) and whether the requested Tranche Rate applicable thereto shall be the applicable CP Rate, the Base Rate or the Eurodollar Rate at least (i) three (3) Business Days prior to the expiration of any then existing Tranche Period if the Tranche Rate to be applicable to the new requested Tranche Period shall be the applicable Eurodollar Rate, (ii) two (2) Business Days prior to the expiration of any then existing Tranche Period if the Tranche Rate to be applicable to the new requested Tranche Period shall be the Base Rate, and (iii) two (2) Business Days prior to the expiration of any then existing Tranche Period if the Tranche Rate to be applicable to the new requested Tranche Period shall be the CP RatePeriod; provided, however, that such Class Agent the Company may select, in its reasonable sole discretion, any such new Tranche Period and the Tranche Rate if (i) the Transferor fails to provide such notice on a timely basis or (ii) such Class Agent the Company determines, in its reasonable sole discretion, that the Tranche Rate or the Tranche Period requested by the Transferor is unavailable or for any reason commercially undesirable. Each Class Conduit The Company confirms that it is its intention to allocate all or substantially all of the Net Investment held by it to one or more of its CP Tranche Periods; provided that such Class Conduit the Company may determine determine, from time to time, in its sole discretion, that funding such Net Investment by means of one or more of its CP Tranche Periods is not desirable for any reason. If a the Liquidity Provider acquires from any Class Conduit a Purchased Interest with respect to the Receivables pursuant to the terms of the applicable Liquidity Provider Agreement, the applicable Class Agent, on behalf of such Liquidity Provider, Provider may exercise the right of selection granted to such Class Conduit the Company hereby. The initial Tranche Period Rate applicable to any such Purchased Interest shall be a period selected by the Liquidity Provider and shall be any of not greater than 14 daysthe BR Rate, the CD Rate or the Eurodollar Rate (in each case as defined herein). In the case of any Tranche Period selected pursuant to this paragraph that is outstanding upon the occurrence of a Termination Event, such Tranche Period shall end on the date of such date. Notwithstanding occurrence. (b) At all times on and after the foregoingoccurrence of a Termination Event, with respect to any portion of the Transferred Interest held by a Class Conduit which utilizes “pool” fundingCompany or the Liquidity Provider, such Class Conduit or its Class Agent as applicable, shall select, in its sole discretion, select all Tranche Periods and shall allocate a portion of the Net Investment for such Class to such Tranche Periods so that the aggregate amounts allocated to such outstanding Tranche Periods at all times shall equal the Net Investment held by such Class ConduitRates applicable thereto.

Selection of Tranche Periods and Tranche Rates. (a) Transferred Interest held Held by a Class Conduit PARCO or the PARCO APA Banks Prior to a the Termination EventDate. With respect to each Class, at At all times hereafter, but prior to the occurrence of a Termination Event for such Class and not with respect to any portion of the Transferred Interest held by the Bank Investors for such Class (or any of them)Date, the Transferor may, subject to the applicable Class Conduit’s PARCO's approval and the limitations described below, request Tranche Periods with respect to such Class and allocate a portion of the PARCO Net Investment for such Class to each such selected Tranche Period, so that the aggregate amounts allocated to such outstanding Tranche Periods at all times shall equal the PARCO Net Investment held by such Class ConduitPARCO. The Transferor shall give the Administrative Agent irrevocable notice (which notice the Administrative Agent shall forward to the applicable Class Agent) by telephone of the new requested Tranche Period(s) and whether the requested Tranche Rate applicable thereto shall be the applicable CP Rate, the Base Rate or the Eurodollar Rate at least not later than 11:00 a.m. (New York time) (i) prior to the occurrence of a PARCO Wind-Down Event, if the Transferor requests a PARCO CP Tranche(s), two (2) Business Days prior to the expiration of any then existing Tranche Period(s), (ii) after the occurrence of a PARCO Wind-Down Event, if the Transferor requests a PARCO BR Tranche(s), on the day of the expiration of any then existing Tranche Period(s), and (iii) after the occurrence of a PARCO Wind-Down Event, if the Transferor requests that any portion of the PARCO Net Investment related to such Incremental Transfer is to be allocated to a PARCO Eurodollar Tranche(s), three (3) Business Days prior to the expiration of any then existing Tranche Period if the Tranche Rate to be applicable to the new requested Tranche Period shall be the applicable Eurodollar Rate, (ii) two (2) Business Days prior to the expiration of any then existing Tranche Period if the Tranche Rate to be applicable to the new requested Tranche Period shall be the Base Rate, and (iii) two (2) Business Days prior to the expiration of any then existing Tranche Period if the Tranche Rate to be applicable to the new requested Tranche Period shall be the CP RatePeriod; provided, however, that such Class Agent PARCO may select, in its reasonable sole discretion, any such new Tranche Period and the Tranche Rate if (i) the Transferor fails to provide such notice on a timely basis or (ii) such Class Agent the PARCO Funding Agent, on behalf of PARCO, determines, in its reasonable sole discretion, that the Tranche Rate or the Tranche Period requested by the Transferor is unavailable or for any reason commercially undesirable. Each Class Conduit Promptly upon receipt by the Administrative Agent of any such notice, the Administrative Agent shall deliver a copy thereof to the PARCO Funding Agent (but in no event later than 1:00 p.m. New York time on the same day). PARCO confirms that it is its intention to allocate all or substantially all of the portion of the Aggregate Net Investment held by it to one or more of its PARCO CP Tranche Periods; provided that such Class Conduit PARCO may determine determine, from time to time, in its sole discretion, that funding such portion of the Aggregate Net Investment by means of one or more of its PARCO CP Tranche Periods is not possible or is not desirable for any reason. If a Liquidity Provider acquires from any Class Conduit a Purchased Interest with respect to the Receivables pursuant to the terms of the applicable Liquidity Provider Agreement, the applicable Class Agent, on behalf of such Liquidity Provider, may exercise the right of selection granted to such Class Conduit hereby. The initial Tranche Period applicable to any such Purchased Interest shall be a period of not greater than 14 days. In the case of any Tranche Period selected pursuant to this paragraph that is outstanding upon the occurrence of a Termination Event, such Tranche Period shall end on such date. Notwithstanding the foregoing, with respect to any portion of the Transferred Interest held by a Class Conduit which utilizes “pool” funding, such Class Conduit or its Class Agent shall select, in its sole discretion, all Tranche Periods and shall allocate a portion of the Net Investment for such Class to such Tranche Periods so that the aggregate amounts allocated to such outstanding Tranche Periods at all times shall equal the Net Investment held by such Class Conduit.

Selection of Tranche Periods and Tranche Rates. (a) Transferred Interest held by a Class Conduit Prior to a Termination Event. With respect to each Class, at At all times hereafter, but prior to the occurrence of a Termination Event for such Class and not with respect to any portion of the Transferred Interest held by the Bank Investors for such Class (or any of them)Date, the Transferor mayServicer shall, subject to the applicable Class Conduit’s approval availability as described and the limitations described below, request Tranche Periods and allocate the Net Investment with respect to such Class and allocate a portion of the Net Investment for such Class to each such selected Tranche Period, Period so that the aggregate amounts allocated to such outstanding Tranche Periods at all times shall equal the Net Investment held by such Class ConduitInvestment. The Transferor shall give Notwithstanding the Administrative Agent irrevocable notice (which notice the Administrative Agent shall forward foregoing, prior to a PARCO Wind-Down Event, the applicable Class Agent) by telephone of the new requested Tranche Period(s) and whether the requested Tranche Rate applicable thereto shall be the applicable CP Rate; following a PARCO Wind-Down Event, the Base applicable Tranche Rate or shall be, prior to the occurrence of a Termination Event, the applicable Eurodollar Rate at least (isubject to the proviso of the definition of Tranche Period). The Servicer shall, in the case of a Tranche Rate based on a CP Rate, one (1) Business Day, and in the case of a Tranche Rate based on a Eurodollar Rate, three (3) Business Days Days, prior to the expiration allocation of any then existing a particular Tranche Period if or Tranches and in the case of a Tranche Rate to be applicable to the new requested Tranche Period shall be the applicable Eurodollar Rate, (ii) two (2) Business Days prior to the expiration of any then existing Tranche Period if the Tranche Rate to be applicable to the new requested Tranche Period shall be the based on a Corporate Base Rate, and on the day such Tranche is requested (iii) two or automatically allocated as provided in the proviso of the definition of Tranche Period), give the Funding Agent irrevocable written notice of such instructions in the form attached hereto as Exhibit A (2) Business Days prior to the expiration of any then existing each such notice, a "Tranche Period if the Tranche Rate to be applicable to the new requested Tranche Period shall be the CP RateSelection Notice"; provided, however, that such Class Agent may select, in its reasonable discretion, any such new Tranche Period and the Tranche Rate if (i) the Transferor fails to provide if no such notice on a timely basis is given when required, the Tranche Period shall be 30 days (or such lesser number of days as remain to the Termination Date), subject to the second proviso of the definition of Tranche Period, (ii) such Class Agent determines, in its reasonable discretion, that the Tranche Rate or the Tranche Period requested by the Transferor is unavailable or for any reason commercially undesirable. Each Class Conduit confirms that it is its intention to allocate all or substantially all if each of the Net Investment held by it to one or more of its CP Tranche Periods; provided that such Class Conduit may determine from time to timePurchaser and, if applicable, the related APA Bank (acting through the Funding Agent), determines, in its sole discretion, that funding the Tranche Period requested by the Servicer is unavailable or uneconomical, the Purchaser and, if applicable, the related APA Bank (acting through the Funding Agent) may select any other Tranche Period. After its receipt of any such Tranche Selection Notice, the Funding Agent shall promptly confirm to the Servicer the Tranche Rate(s), the Tranche Period(s) and the amount of the Net Investment by means of one or more of its CP Tranche Periods is not desirable for any reasonallocated to each such Tranche. If a Liquidity Provider acquires from any Class Conduit a Purchased Interest with respect to the Receivables pursuant to the terms of the applicable Liquidity Provider Agreement, the applicable Class Agent, on behalf of such Liquidity Provider, may exercise the right of selection granted to such Class Conduit hereby. The initial Each Tranche Period applicable to any such Purchased Interest requested by the Servicer and approved by the Funding Agent shall be end on a period of not greater than 14 daysBusiness Day. In the case of any Tranche Period selected outstanding at the time of the Funding Agent's notice of termination of all outstanding Tranche Periods allocated to the Purchaser given pursuant to this paragraph that is outstanding upon the occurrence of a Termination EventSection 7.2, such Tranche Period shall end on the date of such date. Notwithstanding notice. (b) Upon the foregoingoccurrence and continuation of a Termination Event, with respect to any portion of the Transferred Interest held by a Class Conduit which utilizes “pool” funding, such Class Conduit or its Class Funding Agent shall selectmay, in its sole discretion, all at any time or from time to time, by written notice to the Servicer, declare any outstanding Tranche Period with respect to a Tranche to be terminated and allocate the amount of Net Investment allocated to the Tranche for such Tranche Period to one or more other Tranches and Tranche Periods as the Funding Agent (in its sole discretion) shall select. In the case of any Tranche Period scheduled to end after the Termination Date, such Tranche Period shall end instead on the Termination Date and, thereafter, all such Tranche Periods shall be a period selected by the Funding Agent, in its sole discretion. An Owner shall be entitled to indemnification from the Transferor and NFC in accordance with Article VIII in the event that a Tranche Period is ended before its scheduled final day due to the occurrence of a Termination Event. (c) Notwithstanding any provision herein to the contrary, at all times on and after the Termination Date occurring for the reason set forth in clause (i) of the definition of such term (regardless of whether or not a PARCO Wind-Down Event shall allocate a portion of have occurred), the Funding Agent, in its sole discretion, may declare the Tranche Rates applicable to the Net Investment for such Class to such Tranche Periods so that be equal to the aggregate amounts allocated to such outstanding Tranche Periods at all times shall equal the Net Investment held by such Class ConduitCorporate Base Rate plus 1%.

Selection of Tranche Periods and Tranche Rates. (a) Transferred Interest held by a Class Conduit Prior to a Termination Event. With respect to each Class, at At all times hereafter, but prior to the occurrence of a Termination Event for such Class and not with respect to any portion of the Transferred transferred Interest held by the Bank Investors for such Class (or any of them), the Transferor may, subject to the applicable Class Conduit’s Company's approval and the limitations described below, request Tranche Periods with respect to such Class and allocate a portion of the Net Investment for such Class to each such selected Tranche Period, so that the aggregate amounts allocated to such outstanding Tranche Periods at all times shall equal the Net Investment held by such Class Conduitthe Company. The Transferor shall give the Administrative Agent Company irrevocable notice (which notice the Administrative Agent shall forward to the applicable Class Agent) by telephone of the new requested Tranche Period(s) and whether the requested Tranche Rate applicable thereto shall be the applicable CP Rate, the Base BR Rate, the CD Rate or the Eurodollar Rate at least (i) three (3) Business Days prior to the expiration of any then existing Tranche Period if the Tranche Rate to be applicable to the new requested Tranche Period shall be the applicable Eurodollar Rate, (ii) two (2) Business Days prior to the expiration of any then existing Tranche Period if the Tranche Rate to be applicable to the new requested Tranche Period shall be the Base BR Rate or the CD Rate, and (iii) two one (21) Business Days Day prior to the expiration of any then existing Tranche Period if the Tranche Rate to be applicable to the new requested Tranche Period shall be the CP Rate; provided, however, that such Class Agent the Company may select, in its reasonable discretion, any such new Tranche Period and the Tranche Rate if (i) the Transferor fails to provide such notice on a timely basis or (ii) such Class Agent the Company determines, in its reasonable discretion, that the Tranche Rate or the Tranche Period requested by the Transferor is unavailable or for any reason commercially undesirable. Each Class Conduit The Company confirms that it is its intention to allocate all or substantially all of the Net Investment held by it to one or more of its CP Tranche Periods; provided that such Class Conduit the Company may determine from time to time, in its sole discretion, that funding such Net Investment by means of one or more of its CP Tranche Periods is not desirable for any reason. If a the Liquidity Provider acquires from any Class Conduit the Company a Purchased Interest with respect to the Receivables pursuant to the terms of the applicable Liquidity Provider Agreement, the applicable Class AgentNationsBank, on behalf of such the Liquidity Provider, may exercise the right of selection granted to such Class Conduit the Company hereby. The initial Tranche Period applicable to any such Purchased Interest shall be a period of not greater than 14 days. In the case of any Tranche Period selected pursuant to this paragraph that is outstanding upon the occurrence of a Termination Event, such Tranche Period shall end on such date. Notwithstanding the foregoing, with respect to any portion of the Transferred Interest held by . (b) After a Class Conduit which utilizes “pool” funding, such Class Conduit or its Class Agent shall select, in its sole discretion, all Tranche Periods and shall allocate a portion of the Net Investment for such Class to such Tranche Periods so that the aggregate amounts allocated to such outstanding Tranche Periods at all times shall equal the Net Investment held by such Class Conduit.Termination Event; Trans-

Selection of Tranche Periods and Tranche Rates. (a) Transferred Interest held by a Class Conduit Prior to a Termination EventPRIOR TO THE TERMINATION DATE; TRANSFERRED INTEREST HELD ON BEHALF OF A CONDUIT INVESTOR. With respect to each Class, at At all times hereafter, but prior to the occurrence of a Termination Event for such Class and not Date with respect to any portion of the Transferred Interest held by the Bank Investors for such Class (or any on behalf of them)a Conduit Investor, the Transferor may, subject to the applicable Class Conduit’s such Conduit Investor's approval and the limitations described below, request Tranche Periods with respect to such Class and allocate a portion of the Net Investment for held by such Class Conduit Investor to each such selected Tranche Period, so that the aggregate amounts allocated to such outstanding Tranche Periods with respect to such Conduit Investor at all times shall equal the Net Investment held by on behalf of such Class ConduitConduit Investor. The Transferor shall give the Administrative Agent each Conduit Investor irrevocable notice (which notice the Administrative Agent shall forward to the applicable Class Agent) by telephone of the new requested Tranche Period(s) and whether the requested Tranche Rate applicable thereto shall be the applicable CP Rate, the Base Rate or the Eurodollar Rate to such Conduit Investor at least (i) three (3) Business Days prior to the expiration of any then existing Tranche Period if the Tranche Rate with respect to be applicable to the new requested Tranche Period shall be the applicable Eurodollar Ratesuch Conduit Investor; PROVIDED, (ii) two (2) Business Days prior to the expiration of any then existing Tranche Period if the Tranche Rate to be applicable to the new requested Tranche Period shall be the Base Rate, and (iii) two (2) Business Days prior to the expiration of any then existing Tranche Period if the Tranche Rate to be applicable to the new requested Tranche Period shall be the CP Rate; provided, howeverHOWEVER, that such Class Agent each Conduit Investor may select, in its reasonable sole discretion, any such new Tranche Period and the Tranche Rate if (i) the Transferor fails to provide such notice on a timely basis or (ii) such Class Agent Conduit Investor determines, in its reasonable sole discretion, that the Tranche Rate or the Tranche Period requested by the Transferor is unavailable or for any reason commercially undesirable. Each Class Conduit Investor confirms that it is its intention to allocate all or substantially all of the Net Investment held by on behalf of it to one or more of its CP Tranche Periods; , provided that such Class Conduit Investor may determine determine, from time to time, in its sole discretion, that funding such Net Investment by means of one or more of its CP Tranche Periods is not possible or is not desirable for any reason. If a any Liquidity Provider acquires from any Class a Conduit Investor a Purchased Interest with respect to the Receivables pursuant to the terms of the applicable a Liquidity Provider Agreement, then the applicable Class AgentAdministrative Agent for such Conduit Investor, on behalf of such the applicable Liquidity Provider, may exercise the right of selection granted to such Class Conduit Investor hereby. The initial Tranche Period applicable to any such Purchased Interest shall be a period of not greater than 14 daysdays and such Tranche shall be a BR Tranche. Thereafter, provided that the Termination Date shall not have occurred, the Tranche Period applicable thereto shall be the BR Rate or the Eurodollar Rate, as determined by the applicable Administrative Agent. In the case of any Tranche Period selected pursuant to this paragraph that is outstanding upon the occurrence of a Termination EventDate, such Tranche Period shall end on such date. (b) AFTER THE TERMINATION DATE; TRANSFERRED INTEREST HELD ON BEHALF OF A CONDUIT INVESTOR. Notwithstanding At all times on and after the foregoingTermination Date, with respect to any portion of the Transferred Interest which shall be held by the Agent on behalf of a Conduit Investor, such Conduit Investor or its Administrative Agent, as applicable, shall select all Tranche Periods and Tranche Rates applicable thereto. (c) PRIOR TO THE TERMINATION DATE; TRANSFERRED INTEREST HELD ON BEHALF OF CLASS A BANK INVESTOR OR CLASS B INVESTOR. At all times with respect to any portion of the Transferred Interest held by the Agent on behalf of the Class A Bank Investors or the Class B Investors in any Related Group, but prior to the Termination Date, the initial Tranche Period applicable to such portion of the Net Investment allocable thereto shall be a period of not greater than 14 days and such Tranche shall be a BR Tranche; PROVIDED that if so requested by the Transferor in the relevant notice delivered pursuant to Section 2.2 not less than three Business Days prior to the applicable Transfer Date, the initial Tranche Period for any portion of the Net Investment held by the Class B Investors may be a period of one month and such Tranche may be a Eurodollar Tranche. Thereafter, with respect to such portion, and with respect to any other portion of the Transferred Interest held on behalf of the Class A Bank Investors or the Class B Investors (or any of them) in any Related Group, provided that the Termination Date shall not have occurred, the Tranche Period applicable thereto shall be, at the Transferor's option, either a BR Tranche or a Eurodollar Tranche. The Transferor shall give the Administrative Agent for each Related Group irrevocable notice by telephone of the new requested Tranche Period applicable to the Class A Bank Investors or the Class B Investors in such Related Group (as applicable) at least three (3) Business Days prior to the expiration of any then existing Tranche Period applicable to such Related Group and, if the Transferor shall fail to provide such notice, the applicable Administrative Agent on behalf of the Class A Bank Investors or the Class B Investors in such Related Group (as applicable) may, in its sole discretion, select the new Tranche Period in respect of the applicable Tranche. In the case of any Tranche Period outstanding upon the occurrence of the Termination Date, such Tranche Period shall end on the date of such occurrence. (d) AFTER THE TERMINATION DATE; TRANSFERRED INTEREST HELD ON BEHALF OF CLASS A BANK INVESTOR OR CLASS B INVESTOR. At all times on and after the Termination Date, with respect to any portion of the Transferred Interest held by a the Agent on behalf of the Class Conduit which utilizes “pool” fundingA Bank Investors or the Class B Investors in any Related Group, the Administrative Agent for such Class Conduit or its Class Agent Related Group shall select, in its sole discretion, select all Tranche Periods and shall allocate a portion of the Net Investment for such Class to such Tranche Periods so that the aggregate amounts allocated to such outstanding Tranche Periods at all times shall equal the Net Investment held by such Class ConduitRates applicable thereto.

Selection of Tranche Periods and Tranche Rates. (a) Transferred Interest held Held by a Class CP Conduit Purchasers Prior to a CP Conduit Purchaser's Termination Event. With respect to each Class, at At all times hereafter, but prior to the occurrence of a Termination Event for such Class Date and not with respect to any portion of the Transferred Interest held by the Bank Investors for such Class (or any of them)the Committed Purchasers, the Transferor may, subject to the applicable Class Conduit’s each Match Funding CP Conduit Purchaser's approval and the limitations described below, request Tranche Periods with respect to such Class and allocate a portion of the Net Investment for such Class to each such selected Tranche Period, so that the aggregate amounts allocated to such outstanding Tranche Periods at all times shall equal the portion of the Net Investment held by the Match Funding CP Conduit Purchasers. Each Related Group's portion of each applicable Tranche will be allocated to such Class ConduitRelated Group's Facility A and Facility B according to such Related Group's applicable Facility Pro Rata Share; provided, however, that if allocating such portion of such Tranche according to the applicable Facility Pro Rata Share would result in a Tranche Period that extends beyond the Facility A Commitment Expiry Date being allocated to Facility A of such Related Group, such Tranche Period, to the extent it applies to Facility A of such Related Group, will be deemed to end on the Facility A Commitment Expiry Date. The Transferor shall give may, by delivery of a Transfer/Tranche Period Request by telecopy to the Administrative Agent irrevocable notice (which notice and the Administrative Funding Agent shall forward with respect to the applicable Class Agent) by telephone of the new requested Tranche Period(s) and whether the requested Tranche Rate applicable thereto shall be the applicable any Match Funding CP Rate, the Base Rate or the Eurodollar Rate Conduit Purchaser at least (i) three (3) Business Days prior to the expiration of any then existing Tranche Period if the Tranche Rate to be applicable to the new requested Tranche Period shall be the applicable Eurodollar Rate, (ii) two (2) Business Days prior to the expiration of any then existing Tranche Period if the Period, request new Tranche Rate to be applicable Period(s) with respect to the new requested Tranche Period shall be the Base Rate, and (iii) two (2) Business Days prior to the expiration of any then existing Tranche Period if the Tranche Rate to be applicable to the new requested Tranche Period shall be the relevant Match Funding CP RateConduit Purchaser; provided, however, that such Class Agent each Match Funding CP Conduit Purchaser may select, in its reasonable sole discretion, any such new Tranche Period and the Tranche Rate if (i) the Transferor fails to provide such notice on a timely basis or (ii) the Funding Agent with respect to such Class Agent Match Funding CP Conduit Purchaser, on behalf of such Match Funding CP Conduit Purchaser, determines, in its reasonable sole discretion, that the Tranche Rate or the Tranche Period requested by the Transferor is unavailable or for any reason commercially undesirable. Each Class Match Funding CP Conduit Purchaser confirms that it is its intention to allocate all or substantially all of the portion of the Net Investment held by it to one or more of its CP Tranche Periods; provided that such Class each Match Funding CP Conduit Purchaser may determine determine, from time to time, in its sole discretion, that funding such portion of the Net Investment by means of one or more of its CP Tranche Periods is not possible or is not desirable for any reason. If On any Business Day, a Liquidity Provider acquires from any Class Match Funding CP Conduit a Purchased Interest Purchaser may elect that the Transferor no longer be permitted to select CP Tranches in accordance with the preceding paragraph in respect of the CP Conduit Funded Amount with respect to such Match Funding CP Conduit Purchaser by giving the Receivables pursuant Transferor and the Administrative Agent irrevocable written notice thereof, which notice must be received by the Transferor and the Administrative Agent at least one Business Day prior to such election becoming effective. On any Business Day, a Pooled Funding CP Conduit Purchaser may elect thereafter to allow the terms Transferor to select CP Tranches in accordance with the preceding paragraph in respect of the applicable Liquidity Provider CP Conduit Funded Amount with respect to such Pooled Funding CP Conduit Purchaser by giving the Transferor and the Administrative Agent irrevocable written notice thereof, which notice must be received by the Transferor and the Administrative Agent at least two (2) Business Days prior to such Business Day. Any CP Conduit Purchaser making an election to change the manner in which its funding costs are allocated will be both a Match Funding CP Conduit Purchaser and a Pooled Funding CP Conduit Purchaser during the period that its CP Conduit Funded Amount is funded on both a "pooled" and "match funded" basis and its accrued and unpaid Discount will be calculated accordingly. For all purposes of this Agreement, the applicable Class Agent, on behalf of such Liquidity Provider, may exercise the right of selection granted to such Class Conduit hereby. The initial Tranche Period applicable to any such Purchased Interest shall be a period of not greater than 14 days. In the case of any Tranche Period selected pursuant to this paragraph that is outstanding upon the occurrence of a Termination Event, such Tranche Period shall end on such date. Notwithstanding the foregoing, "CP Tranche" with respect to any portion of the Transferred Interest held by a Class Pooled Funding CP Conduit which utilizes “pool” funding, such Class Conduit or its Class Agent Purchaser shall select, in its sole discretion, all Tranche Periods and shall allocate a portion of the Net Investment for such Class be equal to such Tranche Periods so that the aggregate amounts allocated to such outstanding amount of its CP Conduit Funded Amount funded on a pooled basis during the related CP Tranche Periods at all times shall equal the Net Investment held by such Class ConduitPeriod.

Selection of Tranche Periods and Tranche Rates. (a) Transferred Interest held by a Class Conduit Prior to a Termination EventPRIOR TO A TERMINATION EVENT; TRANSFERRED INTEREST HELD ON BEHALF OF THE COMPANY. With respect to each Class, at At all times hereafter, but prior to the occurrence of a Termination Event for such Class and not with respect to any portion of the Transferred Interest held by the Bank Investors for such Class (or any Agent on behalf of them)the Company, the Transferor may, subject to the applicable Class Conduit’s Company's approval and the limitations described below, request Tranche Periods with respect to such Class and allocate a portion of the Net Investment for such Class to each such selected Tranche Period, so that the aggregate amounts allocated to such outstanding Tranche Periods at all times shall equal the Net Investment held by such Class Conduiton behalf of the Company. The Transferor shall give the Administrative Agent Company irrevocable notice (which notice the Administrative Agent shall forward to the applicable Class Agent) by telephone of the new requested Tranche Period(s) and whether the requested Tranche Rate applicable thereto shall be the applicable CP Rate, the Base Rate or the Eurodollar Rate at least (i) three (3) Business Days prior to the expiration of any then existing Tranche Period if the Tranche Rate to be applicable to the new requested Tranche Period shall be the applicable Eurodollar RatePeriod; PROVIDED, (ii) two (2) Business Days prior to the expiration of any then existing Tranche Period if the Tranche Rate to be applicable to the new requested Tranche Period shall be the Base Rate, and (iii) two (2) Business Days prior to the expiration of any then existing Tranche Period if the Tranche Rate to be applicable to the new requested Tranche Period shall be the CP Rate; provided, howeverHOWEVER, that such Class Agent the Company may select, in its reasonable sole discretion, any such new Tranche Period and the Tranche Rate if (i) the Transferor fails to provide such notice on a timely basis or (ii) such Class Agent the Company determines, in its reasonable sole discretion, that the Tranche Rate or the Tranche Period requested by the Transferor is unavailable or for any reason commercially undesirable. Each Class Conduit The Company confirms that it is its intention to allocate all or substantially all of the Net Investment held by on behalf of it to one or more of its CP Tranche Periods; provided that such Class Conduit the Company may determine determine, from time to time, in its sole discretion, that funding such Net Investment by means of one or more of its CP Tranche Periods is not desirable for any reason. If a the Liquidity Provider acquires from any Class Conduit the Company a Purchased Interest with respect to the Receivables pursuant to the terms of the applicable Liquidity Provider Agreement, the applicable Class AgentBank of America, on behalf of such the Liquidity Provider, Provider may exercise the right of selection granted to such Class Conduit the Company hereby. The initial Tranche Period Rate applicable to any such Purchased Interest shall may be a period the BR Rate, the CD Rate or the Eurodollar Rate, as determined by Bank of not greater than 14 daysAmerica on behalf of the Liquidity Provider. In the case of any Tranche Period selected pursuant to this paragraph that is outstanding upon the occurrence of a Termination Event, such Tranche Period shall end on the date of such dateoccurrence. (b) ON AND AFTER A TERMINATION EVENT; TRANSFERRED INTEREST HELD ON BEHALF OF THE COMPANY. Notwithstanding At all times on and after the foregoingTermination Date, with respect to any portion of the Transferred Interest which shall be held by the Agent on behalf of the Company, the Agent shall select all Tranche Periods and Tranche Rates applicable thereto. (c) PRIOR TO A TERMINATION EVENT; TRANSFERRED INTEREST HELD ON BEHALF OF THE BANK INVESTORS. At all times hereafter, but prior to a Termination Event, with respect to any portion of the Transferred Interest held by a Class Conduit which utilizes “pool” fundingthe Agent on behalf of the Bank Investors, the initial Tranche Period applicable to such Class Conduit or its Class Agent shall select, in its sole discretion, all Tranche Periods and shall allocate a portion of the Net Investment for allocable thereto shall be a period of not greater than fourteen (14) Business Days or such Class shorter period as shall be necessary to obtain a Eurodollar Tranche and such Transfer shall be a BR Tranche. Thereafter, with respect to such portion, and with respect to any other portion of the Transferred Interest held on behalf of the Bank Investors (or any of them), PROVIDED that a Termination Event shall not have occurred, the Tranche Rate applicable thereto shall be the CD Rate, the Eurodollar Rate or the Base Rate, as selected by the Transferor in accordance with Section 2.2. The Transferor shall give the Agent irrevocable notice by telephone of the new requested Tranche Period at least three (3) Business Days prior to the expiration of any then existing Tranche Period. In the case of any Tranche Period outstanding upon the occurrence of the Termination Date, such Tranche Period shall end on the date of such occurrence. (d) ON AND AFTER A TERMINATION EVENT; TRANSFERRED INTEREST HELD ON BEHALF OF THE BANK INVESTORS. At all times on and after a Termination Event, with respect to any portion of the Transferred Interest held by the Agent on behalf of the Bank Investors, the Agent shall select all Tranche Periods so that the aggregate amounts allocated to such outstanding and Tranche Periods at all times shall equal the Net Investment held by such Class ConduitRates applicable thereto.

Selection of Tranche Periods and Tranche Rates. (a) Transferred Interest held by a Class Conduit Prior to a Termination EventPRIOR TO THE TERMINATION DATE; TRANSFERRED INTEREST HELD ON BEHALF OF THE COMPANY. With respect to each Class, at At all times hereafter, but prior to the occurrence of a Termination Event for such Class Date and not with respect to any portion of the Transferred Interest held by the Bank Investors for such Class (or any Agent on behalf of them)the Company, the Transferor may, subject to the applicable Class Conduit’s Company's approval and the limitations described below, request Tranche Periods with respect to such Class and allocate a portion of the Net Investment for such Class to each such selected Tranche Period, so that the aggregate amounts allocated to such outstanding Tranche Periods at all times shall equal the Net Investment held by such Class Conduiton behalf of the Company. The Transferor shall give the Administrative Agent Company irrevocable notice (which notice the Administrative Agent shall forward to the applicable Class Agent) by telephone of the new requested Tranche Period(s) and whether the requested Tranche Rate applicable thereto shall be the applicable CP Rate, the Base Rate or the Eurodollar Rate at least (i) three (3) Business Days prior to the expiration of any then existing Tranche Period if the Tranche Rate to be applicable to the new requested Tranche Period shall be the applicable Eurodollar Rate, (ii) two (2) Business Days prior to the expiration of any then existing Tranche Period if the Tranche Rate to be applicable to the new requested Tranche Period shall be the Base Rate, and (iii) two (2) Business Days prior to Transfer Date or the expiration of any then existing Tranche Period if the Tranche Rate to be applicable to the new requested Tranche Period shall be the CP RatePeriod; providedPROVIDED, howeverHOWEVER, that such Class Agent the Company may select, in its reasonable sole discretion, any such new Tranche Period and the Tranche Rate if (i) the Transferor fails to provide such notice on a timely basis or (ii) such Class Agent the Company determines, in its reasonable sole discretion, that the Tranche Rate or the Tranche Period requested by the Transferor is unavailable or for any reason commercially undesirableundesirable to any party. Each Class Conduit The Company confirms that it is its intention to allocate all or substantially all of the Net Investment held by on behalf of it to one or more of its CP Tranche Periods; provided PROVIDED that such Class Conduit the Company may determine determine, from time to time, in its sole discretion, that funding such Net Investment by means of one or more of its CP Tranche Periods is not possible or is not desirable for any reason. If a the Liquidity Provider acquires from any Class Conduit the Company a Purchased Interest with respect to the Receivables pursuant to the terms of the applicable Liquidity Provider Agreement, the applicable Class AgentNationsBank, on behalf of such the Liquidity Provider, may exercise the right of selection granted to such Class Conduit the Company hereby. The initial Tranche Period applicable to any such Purchased Interest shall be a period of not greater than 14 daysseven (7) Business Days or such shorter period as shall be necessary to obtain a Eurodollar Tranche and such Tranche shall be a BR Tranche. In Thereafter, the case of any Tranche Period selected pursuant applicable thereto shall be a Eurodollar Tranche Period and, if the Eurodollar Rate is not available, a BR Tranche Period. (b) ON AND AFTER THE TERMINATION DATE; TRANSFERRED INTEREST HELD ON BEHALF OF THE COMPANY. At all times on and after the Termination Date, with respect to this paragraph that is outstanding upon any portion of the Transferred Interest which shall be held by the Agent on behalf of the Company, the Agent shall select all Tranche Periods and Tranche Rates applicable thereto. At all times after the Termination Date but prior to the occurrence of a Termination Event, Discount shall be determined by reference to the CP Rate; after the occurrence of a Termination Date caused by a Termination Event (other than a Conduit Termination Event), Discount shall be determined as set forth in Section 7.2(b) hereof. If the Liquidity Provider acquires from the Company a Purchased Interest with respect to the Receivables pursuant to the terms of the Liquidity Provider Agreement, NationsBank, on behalf of the Liquidity Provider, may exercise the right of selection granted to the Company hereby. The initial Tranche Period applicable to any such Purchased Interest shall be a period of not greater than seven (7) Business Days or such shorter period as shall be necessary to obtain a Eurodollar Tranche and such Tranche Period shall end on such datebe a BR Tranche. (c) PRIOR TO THE TERMINATION DATE; TRANSFERRED INTEREST HELD ON BEHALF OF THE BANK INVESTORS. Notwithstanding the foregoing, At all times with respect to any portion of the Transferred Interest held by a Class Conduit which utilizes “pool” fundingthe Agent on behalf of the Bank Investors, but prior to the Termination Date, the initial Tranche Period applicable to such Class Conduit or its Class Agent shall select, in its sole discretion, all Tranche Periods and shall allocate a portion of the Net Investment for allocable thereto shall be a period of not greater than seven (7) Business Days or such Class shorter period as shall be necessary to obtain a Eurodollar Tranche and such Transfer shall be a BR Tranche. Thereafter, with respect to such Tranche Periods so portion, and with respect to any other portion of the Transferred Interest held on behalf of the Bank Investors (or any of them), PROVIDED that the aggregate amounts allocated to such outstanding Termination Date caused by a Termination Event (other than a Conduit Termination Event) shall not have occurred, the Tranche Periods at all times Rate applicable thereto shall equal be the Net Investment held by such Class Conduit.Eurodollar Rate and, if the Eurodollar Rate is not available, the

Selection of Tranche Periods and Tranche Rates. (a) Prior to the Termination Date; Transferred Interest held by on behalf of a Class Conduit Prior to a Termination EventInvestor. With respect to each Class, at At all times hereafter, but prior to the occurrence of a Termination Event for such Class and not Date with respect to any portion of the Transferred Interest held by the Bank Investors for such Class (or any on behalf of them)a Conduit Investor, the Transferor may, subject to the applicable Class Conduit’s such Conduit Investor's approval and the limitations described below, request Tranche Periods with respect to such Class and allocate a portion of the Net Investment for held by such Class Conduit Investor to each such selected Tranche Period, so that the aggregate amounts allocated to such outstanding Tranche Periods with respect to such Conduit Investor at all times shall equal the Net Investment held by on behalf of such Class ConduitConduit Investor. The Transferor shall give the Administrative Agent each Conduit Investor irrevocable notice (which notice the Administrative Agent shall forward to the applicable Class Agent) by telephone of the new requested Tranche Period(s) and whether the requested Tranche Rate applicable thereto shall be the applicable CP Rate, the Base Rate or the Eurodollar Rate to such Conduit Investor at least (i) three (3) Business Days prior to the expiration of any then existing Tranche Period if the Tranche Rate with respect to be applicable to the new requested Tranche Period shall be the applicable Eurodollar Rate, (ii) two (2) Business Days prior to the expiration of any then existing Tranche Period if the Tranche Rate to be applicable to the new requested Tranche Period shall be the Base Rate, and (iii) two (2) Business Days prior to the expiration of any then existing Tranche Period if the Tranche Rate to be applicable to the new requested Tranche Period shall be the CP Ratesuch Conduit Investor; provided, however, that such Class Agent each Conduit Investor may select, in its reasonable sole discretion, any such new Tranche Period and the Tranche Rate if (i) the Transferor fails to provide such notice on a timely basis or (ii) such Class Agent Conduit Investor determines, in its reasonable sole discretion, that the Tranche Rate or the Tranche Period requested by the Transferor is unavailable or for any reason commercially undesirable. Each Class Conduit Investor confirms that it is its intention to allocate all or substantially all of the Net Investment held by on behalf of it to one or more of its CP Tranche Periods; , provided that such Class Conduit Investor may determine determine, from time to time, in its sole discretion, that funding such Net Investment by means of one or more of its CP Tranche Periods is not possible or is not desirable for any reason. If a any Liquidity Provider acquires from any Class a Conduit Investor a Purchased Interest with respect to the Receivables pursuant to the terms of the applicable a Liquidity Provider Agreement, then the applicable Class AgentAdministrative Agent for such Conduit Investor, on behalf of such the applicable Liquidity Provider, may exercise the right of selection granted to such Class Conduit Investor hereby. The initial Tranche Period applicable to any such Purchased Interest shall be a period of not greater than 14 daysdays and such Tranche shall be a BR Tranche. In Thereafter, provided that the case of any Termination Date shall not have occurred, the Tranche Period selected pursuant to this paragraph that is outstanding upon applicable thereto shall be the occurrence of a Termination Event, such Tranche Period shall end on such date. Notwithstanding BR Rate or the foregoing, with respect to any portion of the Transferred Interest held by a Class Conduit which utilizes “pool” funding, such Class Conduit or its Class Agent shall select, in its sole discretion, all Tranche Periods and shall allocate a portion of the Net Investment for such Class to such Tranche Periods so that the aggregate amounts allocated to such outstanding Tranche Periods at all times shall equal the Net Investment held by such Class Conduit.Eurodollar

Selection of Tranche Periods and Tranche Rates. (a) Transferred Prior to the Termination Date; Pledged Interest held by a Class Conduit Prior to a Termination Eventon behalf of the Company. With respect to each Class, at At all times hereafter, but prior to the occurrence of a Termination Event for such Class Date and not with respect to any portion of the Transferred Pledged Interest held by on behalf of the Bank Investors for such Class (or any of them), the Transferor Borrower may, subject to the applicable Class Conduit’s Company's approval and the limitations described below, request Tranche Periods with respect to such Class and allocate a portion of the Net Investment for such Class to each such selected Tranche Period, so that the aggregate amounts allocated to such outstanding Tranche Periods at all times shall equal the Net Investment held by such Class Conduiton behalf of the Company. The Transferor Borrower shall give the Administrative Agent Company irrevocable notice (which notice the Administrative Agent shall forward to the applicable Class Agent) by telephone of the new requested Tranche Period(s) and whether the requested Tranche Rate applicable thereto shall be the applicable CP Rate, the Base Rate or the Eurodollar Rate at least (i) three (3) Business Days prior to the expiration of any then existing Tranche Period if the Tranche Rate to be applicable to the new requested Tranche Period shall be the applicable Eurodollar Rate, (ii) two (2) Business Days prior to the expiration of any then existing Tranche Period if the Tranche Rate to be applicable to the new requested Tranche Period shall be the Base Rate, and (iii) two (2) Business Days prior to the expiration of any then existing Tranche Period if the Tranche Rate to be applicable to the new requested Tranche Period shall be the CP RatePeriod; provided, however, that in the event of a Tranche Period with respect to a Borrowing Date, such Class Agent notice period shall not exceed the notice period pursuant to Section 2.2 that applies to the related Advance; provided, further, that the Company may select, in its reasonable sole discretion, any such new Tranche Period and the Tranche Rate if (i) the Transferor Borrower fails to provide such notice on a timely basis or (ii) such Class Agent the Company determines, in its reasonable sole discretion, that the Tranche Rate or the Tranche Period requested by the Transferor Borrower is unavailable or for any reason commercially undesirable. Each Class Conduit The Company confirms that it is its intention to allocate all or substantially all of the Net Investment held by on behalf of it to one or more of its CP Tranche Periods; provided that such Class Conduit the Company may determine determine, from time to time, in its sole discretion, that funding such Net Investment by means of one or more of its CP Tranche Periods is not possible or is not desirable for any reason. If a the Liquidity Provider acquires from any Class Conduit the Company a Purchased Interest with respect to the Receivables pursuant to the terms of the applicable Liquidity Provider Agreement, the applicable Class AgentNationsBank, on behalf of such the Liquidity Provider, may exercise the right of selection granted to such Class Conduit the Company hereby. The initial Tranche Period applicable to any such Purchased Interest shall be a period of not greater than 14 days7 days and such Tranche shall be a BR Tranche. Thereafter, provided that the Termination Date shall not have occurred, the Tranche Period applicable thereto shall be the BR Rate or the Eurodollar Rate, as determined by the Borrower. In the case of any Tranche Period selected pursuant to this paragraph that is outstanding upon the occurrence of a Termination EventDate, such Tranche Period shall end on such date. (b) After the Termination Date; Pledged Interest Held on behalf of the Company. Notwithstanding At all times on and after the foregoingTermination Date, with respect to any portion of the Transferred Pledged Interest which shall be held by a Class Conduit which utilizes “pool” fundingthe Agent on behalf of the Company, such Class Conduit the Company or its Class Agent NationsBank, as applicable, shall select, in its sole discretion, select all Tranche Periods and shall allocate a Tranche Rates applicable thereto. (c) Prior to the Termination Date; Pledged Interest Held on Behalf of Bank Investors. At all times with respect to any portion of the Pledged Interest held by the Agent on behalf of the Bank Investors, but prior to the Termination Date, the initial Tranche Period applicable to such portion of the Net Investment for allocable thereto shall be a period of not greater than 3 days and such Class Tranche shall be a BR Tranche. Thereafter, with respect to such portion, and with respect to any other portion of the Pledged Interest held on behalf of the Bank Investors (or any of them), provided that the Termination Date shall not have occurred, the Tranche Period applicable thereto shall be, at the Borrower's 38 44 option, either a BR Tranche or a Eurodollar Tranche. The Borrower shall give the Agent irrevocable notice by telephone of the new requested Tranche Period at least three (3) Business Days prior to the expiration of any then existing Tranche Period. In the case of any Tranche Period outstanding upon the occurrence of the Termination Date, such Tranche Period shall end on the date of such occurrence. (d) After the Termination Date; Pledged Interest Held on behalf of Bank Investors. At all times on and after the Termination Date, with respect to any portion of the Pledged Interest held by the Agent on behalf of the Bank Investors, the Agent shall select all Tranche Periods so that the aggregate amounts allocated to such outstanding and Tranche Periods at all times shall equal the Net Investment held by such Class ConduitRates applicable thereto.

Selection of Tranche Periods and Tranche Rates. (a) Transferred Prior to the Termination Date; Pledged Interest held by a Class Conduit Prior to a Termination Eventon behalf of the Company. With respect to each Class, at At all times hereafter, but prior to the occurrence of a Termination Event for such Class Date and not with respect to any portion of the Transferred Pledged Interest held by on behalf of the Bank Investors for such Class (or any of them), the Transferor Pledgors may, subject to the applicable Class Conduit’s Company's approval and the limitations described below, request Tranche Periods with respect to such Class and allocate a portion of the Net Investment for such Class to each such selected Tranche Period, so that the aggregate amounts allocated to such outstanding Tranche Periods at all times shall equal the Net Investment held by such Class Conduiton behalf of the Company. The Transferor Pledgors shall jointly give the Administrative Agent Company irrevocable notice (which notice the Administrative Agent shall forward to the applicable Class Agent) by telephone of the new requested Tranche Period(s) and whether the requested Tranche Rate applicable thereto shall be the applicable CP Rate, the Base Rate or the Eurodollar Rate at least (i) three (3) Business Days prior to the expiration of any then existing Tranche Period if the Tranche Rate to be applicable to the new requested Tranche Period shall be the applicable Eurodollar Rate, (ii) two (2) Business Days prior to the expiration of any then existing Tranche Period if the Tranche Rate to be applicable to the new requested Tranche Period shall be the Base Rate, and (iii) two (2) Business Days prior to the expiration of any then existing Tranche Period if the Tranche Rate to be applicable to the new requested Tranche Period shall be the CP RatePeriod; provided, however, that in the event of a Tranche Period with respect to a Pledge Date, such Class Agent notice period shall not exceed the notice period pursuant to Section 2.2 that applies to the related Pledge; provided, further, that the Company may select, in its reasonable sole discretion, any such new Tranche Period and the Tranche Rate if (i) the Transferor fails Pledgors fail to provide such notice on a timely basis or (ii) such Class Agent the Company determines, in its reasonable sole discretion, that the Tranche Rate or the Tranche Period requested by the Transferor Pledgors is unavailable or for any reason commercially undesirable. Each Class Conduit The Company confirms that it is its intention to allocate all or substantially all of the Net Investment held by on behalf of it to one or more of its CP Tranche Periods; provided that such Class Conduit the Company may determine determine, from time to time, in its sole discretion, that funding such Net Investment by means of one or more of its CP Tranche Periods is not possible or is not desirable for any reason. If a the Liquidity Provider acquires from any Class Conduit the Company a Purchased Interest with respect to the Receivables pursuant to the terms of the applicable Liquidity Provider Agreement, the applicable Class AgentBank of America, on behalf of such the Liquidity Provider, may exercise the right of selection granted to such Class Conduit the Company hereby. The initial Tranche Period applicable to any such Purchased Interest shall be a period of not greater than 14 days7 days and such Tranche shall be a BR Tranche. Thereafter, provided that the Termination Date shall not have occurred, the Tranche Period applicable thereto shall be the BR Rate or the Eurodollar Rate, as determined by the Pledgors. In the case of any Tranche Period selected pursuant to this paragraph that is outstanding upon the occurrence of a Termination EventDate, such Tranche Period shall end on such date. (b) After the Termination Date; Pledged Interest Held on behalf of the Company. Notwithstanding At all times on and after the foregoingTermination Date, with respect to any portion of the Transferred Pledged Interest which shall be held by a Class Conduit which utilizes “pool” fundingthe Agent on behalf of the Company, such Class Conduit the Company or its Class Agent Bank of America, as applicable, shall select, in its sole discretion, select all Tranche Periods and shall allocate a Tranche Rates applicable thereto. (c) Prior to the Termination Date; Pledged Interest Held on Behalf of Bank Investors. At all times with respect to any portion of the Pledged Interest held by the Agent on behalf of the Bank Investors, but prior to the Termination Date, the initial Tranche Period applicable to such portion of the Net Investment for allocable thereto shall be a period of not greater than 3 days and such Class Tranche shall be a BR Tranche. Thereafter, with respect to such portion, and with respect to any other portion of the Pledged Interest held on behalf of the Bank Investors (or any of them), provided that the Termination Date shall not have occurred, the Tranche Period applicable thereto shall be, at the Pledgor's option, either a BR Tranche or a Eurodollar Tranche. The Pledgor shall give the Agent irrevocable notice by telephone of the new requested Tranche Period at least three (3) Business Days prior to the expiration of any then existing Tranche Period. In the case of any Tranche Period outstanding upon the occurrence of the Termination Date, such Tranche Period shall end on the date of such occurrence. (d) After the Termination Date; Pledged Interest Held on behalf of Bank Investors. At all times on and after the Termination Date, with respect to any portion of the Pledged Interest held by the Agent on behalf of the Bank Investors, the Agent shall select all Tranche Periods so that the aggregate amounts allocated to such outstanding and Tranche Periods at all times shall equal the Net Investment held by such Class ConduitRates applicable thereto.

Selection of Tranche Periods and Tranche Rates. (a) Transferred Interest held by a Class Conduit Prior to a Termination Event. With respect to each Class, at At all times hereafter, but prior to the occurrence of a Termination Event for such Class and not with respect to any portion of the Transferred Interest held by the Bank Investors for such Class (or any of them)Event, the Transferor mayshall, subject to availability and the applicable Class Conduit’s Company's approval as provided in Sections 2.1 and 2.2 and the limitations described below, request Tranche Periods with respect to such Class and Tranche Rates applicable thereto and allocate a portion of the Net Investment for such Class each Transfer to each such selected Tranche Period, so that the aggregate amounts allocated to such outstanding Tranche Periods at all times shall equal the Aggregate Net Investment held by such Class ConduitInvestment. The In the Tranche Selection Notice, the Transferor shall give the Administrative Agent Company irrevocable notice (which notice the Administrative Agent shall forward to the applicable Class Agent) by telephone of the each new requested Tranche Period(s) and whether the requested Tranche Rate applicable thereto shall be the applicable CP Rate, the Base Rate or the Eurodollar Rate at least Period (i) with respect to a BR Tranche, by 12:00 P.M. (Eastern Time) on the day of expiration of any then existing Tranche Period, (ii) with respect to a Eurodollar Tranche, by 12:00 P.M. Eastern Time) on a Business Day not less than three (3) Business Days prior to the expiration of any then existing Tranche Period if Period, and (iii) with respect to a CP Tranche, by the Tranche Rate to be applicable to the new requested Tranche Period shall be the applicable Eurodollar Rateclose of business in Atlanta, (ii) two (2) Georgia not less than three Business Days prior to the expiration of any then existing Tranche Period if the Tranche Rate to be applicable to the new requested Tranche Period shall be the Base Rate, and (iii) two (2) Business Days prior to the expiration of any then existing Tranche Period if the Tranche Rate to be applicable to the new requested Tranche Period shall be the CP RatePeriod; provided, however, that such Class Agent the Company may select, in its reasonable sole discretion, any such new Tranche Period and the Tranche Rate if (i) the Transferor fails to provide such notice on a timely basis or (ii) such Class Agent the Company determines, in its reasonable sole discretion, that the Tranche Rate or the Tranche Period requested selected by the Transferor is unavailable or for unavailable; and provided further, however, that any reason commercially undesirable. Each Class Conduit confirms that it is its intention to allocate all or substantially all of such Tranche Period chosen by the Net Investment held by it to one or more of its CP Tranche Periods; provided that such Class Conduit may determine from time to timeCompany, in its sole discretion, that funding such Net Investment by means shall be for a term of one day. Subject to the provisions of this Agreement, including Section 2.1, and without changing the limitations on the Company's obligations hereunder, in the event the Transferor does not specify a Tranche Rate or more of its Tranche Period, the Tranche Period and Tranche Rate shall be the CP Rate for a CP Tranche Periods is Period of 30 days or the actual number of days until the next Settlement Date. In the event that the Company after exercising all reasonable efforts, cannot desirable for any reason. If a Liquidity Provider acquires from any Class Conduit a Purchased Interest with respect sell or cause to be sold the Receivables Commercial Paper pursuant to the terms of preceding sentence, then for the applicable Liquidity Provider Agreement, next two Business Days the applicable Class Agent, on behalf of such Liquidity Provider, may exercise the right of selection granted to such Class Conduit hereby. The initial Tranche Period applicable to any such Purchased Interest tranche shall be a period of not greater than 14 daysBR Tranche, and thereafter the tranche shall be a Eurodollar Tranche for a Eurodollar Tranche Period and the Tranche Rate shall be the corresponding Eurodollar Rate. The Company shall promptly confirm to the Transferor each Tranche Rate and each Tranche Period. In the case of any Tranche Period selected outstanding at the time of the Company's notice of termination of all outstanding Tranche Periods given pursuant to this paragraph that is outstanding upon Section 7.2, such Tranche Period shall end on the date of such notice. (b) Notwithstanding anything to the contrary contained herein, at all times on and after the occurrence of a Termination Event, such Tranche Period (i) the Company shall end on such date. Notwithstanding the foregoing, with respect to any portion of the Transferred Interest held by a Class Conduit which utilizes “pool” funding, such Class Conduit or its Class Agent shall select, in its sole discretion, all Tranche Periods and shall allocate a portion of the Net Investment for such Class to such Tranche Periods so that the aggregate amounts allocated to such outstanding Tranche Periods at all times shall equal the Net Investment held by such Class Conduit.select all

Selection of Tranche Periods and Tranche Rates. (a) Transferred Interest held by a Class Conduit Prior to a Termination Event. With respect to each Class, at At all times hereafter, but prior to the occurrence of a Termination Event for such Class and not with respect to any portion of the Transferred Interest held by the Bank Investors for such Class (or any of them)Event, the Transferor mayshall, subject to the applicable Class Conduit’s Company's approval and the limitations described below, request Tranche Periods with respect to such Class and allocate a portion of the Net Investment for such Class to each such selected Tranche Period, so that the aggregate amounts allocated to such outstanding Tranche Periods at all times shall equal the Net Investment held by such Class ConduitInvestment. The Transferor shall give the Administrative Agent Company irrevocable notice (which notice the Administrative Agent shall forward to the applicable Class Agent) by telephone of the new requested Tranche Period(s) and whether the requested Tranche Rate applicable thereto shall be the applicable CP Rate, the Base Rate or the Eurodollar Rate at least (i) three (3) Business Days prior to the expiration of any then existing Tranche Period if the Tranche Rate to be applicable to the new requested Tranche Period shall be the applicable Eurodollar Rate, (ii) two (2) Business Days prior to the expiration of any then existing Tranche Period if the Tranche Rate to be applicable to the new requested Tranche Period shall be the Base Rate, and (iii) two (2) Business Days prior to the expiration of any then existing Tranche Period if the Tranche Rate to be applicable to the new requested Tranche Period shall be the CP RatePeriod; provided, however, that such Class Agent the Company may select, in its reasonable discretion, any such new Tranche Period and the Tranche Rate if (i) the Transferor fails to provide such notice on a timely basis or (ii) such Class Agent the Company determines, in its reasonable discretion, that the Tranche Rate or the Tranche Period requested by the Transferor is unavailable or for any reason commercially undesirableimpracticable. Each Class Conduit The Company confirms that it is its intention to allocate all or substantially all of the Net Investment held by it to one or more of its CP Tranche Periods; provided that such Class Conduit the Company may determine determine, from time to time, in its sole reasonable discretion, that funding such Net Investment by means of one or more of its CP Tranche Periods is not desirable impracticable for any reason. If a the Liquidity Provider acquires from any Class Conduit a Purchased Interest with respect to the Receivables pursuant to the terms of the applicable Liquidity Provider Agreement, the applicable Class Agent, on behalf of such Liquidity Provider, Provider may exercise the right of selection granted to such Class Conduit the Company hereby. The initial Tranche Period Rate applicable to any such Purchased Interest shall be a period selected by the Liquidity Provider and shall be any of not greater than 14 daysthe BR Rate, the CD Rate or the Eurodollar Rate (in each case as defined herein). In the case of any Tranche Period selected pursuant to this paragraph that is outstanding upon the occurrence of a Termination Event, such Tranche Period shall end on the date of such date. Notwithstanding occurrence. (b) At all times on and after the foregoingoccurrence of a Termination Event, with respect to any portion of the Transferred Interest held by a Class Conduit which utilizes “pool” fundingCompany or the Liquidity Provider, such Class Conduit or its Class Agent as applicable, shall select, in its sole discretion, select all Tranche Periods and shall allocate a portion of the Net Investment for such Class to such Tranche Periods so that the aggregate amounts allocated to such outstanding Tranche Periods at all times shall equal the Net Investment held by such Class ConduitRates applicable thereto.

Selection of Tranche Periods and Tranche Rates. (a) Transferred Interest held Held by a Class CP Conduit Purchasers Prior to a CP Conduit Purchaser’s Termination Event. With respect to each Class, at At all times hereafter, but prior to the occurrence of a Termination Event for such Class Date and not with respect to any portion of the Transferred Interest held by the Bank Investors for such Class (or any of them)the Committed Purchasers, the Transferor may, subject to the applicable Class Conduiteach Match Funding CP Conduit Purchaser’s approval and the limitations described below, request Tranche Periods with respect to such Class and allocate a portion of the Net Investment for such Class to each such selected Tranche Period, so that the aggregate amounts allocated to such outstanding Tranche Periods at all times shall equal the portion of the Net Investment held by the Match Funding CP Conduit Purchasers. Each Related Group’s portion of each applicable Tranche will be allocated to such Class ConduitRelated Group’s Facility A and Facility B according to such Related Group’s applicable Facility Pro Rata Share; provided, however, that if allocating such portion of such Tranche according to the applicable Facility Pro Rata Share would result in a Tranche Period that extends beyond the Facility A Commitment Expiry Date being allocated to Facility A of such Related Group, such Tranche Period, to the extent it applies to Facility A of such Related Group, will be deemed to end on the Facility A Commitment Expiry Date. The Transferor shall give may, by delivery of a Transfer/Tranche Period Request by telecopy to the Administrative Agent irrevocable notice (which notice and the Administrative Funding Agent shall forward with respect to the applicable Class Agent) by telephone of the new requested Tranche Period(s) and whether the requested Tranche Rate applicable thereto shall be the applicable any Match Funding CP Rate, the Base Rate or the Eurodollar Rate Conduit Purchaser at least (i) three (3) Business Days prior to the expiration of any then existing Tranche Period if the Tranche Rate to be applicable to the new requested Tranche Period shall be the applicable Eurodollar Rate, (ii) two (2) Business Days prior to the expiration of any then existing Tranche Period if the Period, request new Tranche Rate to be applicable Period(s) with respect to the new requested Tranche Period shall be the Base Rate, and (iii) two (2) Business Days prior to the expiration of any then existing Tranche Period if the Tranche Rate to be applicable to the new requested Tranche Period shall be the relevant Match Funding CP RateConduit Purchaser; provided, however, that such Class Agent each Match Funding CP Conduit Purchaser may select, in its reasonable sole discretion, any such new Tranche Period and the Tranche Rate if (i) the Transferor fails to provide such notice on a timely basis or (ii) the Funding Agent with respect to such Class Agent Match Funding CP Conduit Purchaser, on behalf of such Match Funding CP Conduit Purchaser, determines, in its reasonable sole discretion, that the Tranche Rate or the Tranche Period requested by the Transferor is unavailable or for any reason commercially undesirable. Each Class Match Funding CP Conduit Purchaser confirms that it is its intention to allocate all or substantially all of the portion of the Net Investment held by it to one or more of its CP Tranche Periods; provided that such Class each Match Funding CP Conduit Purchaser may determine determine, from time to time, in its sole discretion, that funding such portion of the Net Investment by means of one or more of its CP Tranche Periods is not possible or is not desirable for any reason. If On any Business Day, a Liquidity Provider acquires from any Class Match Funding CP Conduit a Purchased Interest Purchaser may elect that the Transferor no longer be permitted to select CP Tranches in accordance with the preceding paragraph in respect of the CP Conduit Funded Amount with respect to such Match Funding CP Conduit Purchaser by giving the Receivables pursuant Transferor and the Administrative Agent irrevocable written notice thereof, which notice must be received by the Transferor and the Administrative Agent at least one Business Day prior to such election becoming effective. On any Business Day, a Pooled Funding CP Conduit Purchaser may elect thereafter to allow the terms Transferor to select CP Tranches in accordance with the preceding paragraph in respect of the applicable Liquidity Provider CP Conduit Funded Amount with respect to such Pooled Funding CP Conduit Purchaser by giving the Transferor and the Administrative Agent irrevocable written notice thereof, which notice must be received by the Transferor and the Administrative Agent at least two (2) Business Days prior to such Business Day. Any CP Conduit Purchaser making an election to change the manner in which its funding costs are allocated will be both a Match Funding CP Conduit Purchaser and a Pooled Funding CP Conduit Purchaser during the period that its CP Conduit Funded Amount is funded on both a “pooled” and “match funded” basis and its accrued and unpaid Discount will be calculated accordingly. For all purposes of this Agreement, the applicable Class Agent, on behalf of such Liquidity Provider, may exercise the right of selection granted to such Class Conduit hereby. The initial Tranche Period applicable to any such Purchased Interest shall be a period of not greater than 14 days. In the case of any Tranche Period selected pursuant to this paragraph that is outstanding upon the occurrence of a Termination Event, such Tranche Period shall end on such date. Notwithstanding the foregoing, “CP Tranche” with respect to any portion of the Transferred Interest held by a Class Pooled Funding CP Conduit which utilizes “pool” funding, such Class Conduit or its Class Agent Purchaser shall select, in its sole discretion, all Tranche Periods and shall allocate a portion of the Net Investment for such Class be equal to such Tranche Periods so that the aggregate amounts allocated to such outstanding amount of its CP Conduit Funded Amount funded on a pooled basis during the related CP Tranche Periods at all times shall equal the Net Investment held by such Class ConduitPeriod.

Selection of Tranche Periods and Tranche Rates. (a) Transferred Interest held by a Class Conduit Prior to a Termination Event. With respect to each Class, at At all times hereafter, but prior to the occurrence of a Termination Event for such Class and not with respect to any portion of the Transferred Interest held by the Bank Investors for such Class (or any of them)Event, the Transferor mayBorrower shall, subject to the applicable Class Conduit’s Lender's approval and the limitations described below, request Tranche Periods with respect to such Class and allocate a portion of the Net Investment for such Class to each such selected Tranche Period, so that the aggregate amounts allocated to such outstanding Tranche Periods at all times shall equal the Net Investment held by such Class ConduitInvestment. The Transferor Borrower shall give the Administrative Agent irrevocable notice (which notice the Administrative Agent shall forward to the applicable Class Agent) by telephone of the new requested Tranche Period(s) and whether the requested Tranche Rate applicable thereto shall be the applicable CP Rate, the Base Rate or the Eurodollar Rate at least (i) three (3) two Business Days prior to the expiration of any then existing Tranche Period if the Tranche Rate to be applicable to the new requested Tranche Period shall be the applicable Eurodollar Rate, (ii) two (2) Business Days prior to the expiration of any then existing Tranche Period if the Tranche Rate to be applicable to the new requested Tranche Period shall be the Base Rate, and (iii) two (2) Business Days prior to the expiration of any then existing Tranche Period if the Tranche Rate to be applicable to the new requested Tranche Period shall be the CP RatePeriod; provided, however, that such Class Agent the Lender may select, in its reasonable sole discretion, any such new or other Tranche Period and the Tranche Rate if (i) the Transferor Borrower fails to provide such notice on a timely basis or (ii) such Class Agent the Lender determines, in its reasonable sole discretion, that the Tranche Rate or the Tranche Period requested by the Transferor Borrower is unavailable or for any reason commercially undesirable. Each Class Conduit The Lender confirms that it is its intention to allocate all or substantially all of the Net Investment held by it to one or more of its CP Tranche Periods; provided provided, that such Class Conduit the Lender may determine determine, from time to time, in its sole discretion, that funding such Net Investment by means of one or more of its CP Tranche Periods is not desirable for any reason. If a the Liquidity Provider acquires from any Class Conduit a Purchased Interest an interest with respect to the Receivables Accounts pursuant to the terms of the applicable Liquidity Provider Agreement, the applicable Class Agent, on behalf of such Liquidity Provider, Provider may exercise the right of selection granted to such Class Conduit the Lender hereby. The initial Tranche Period Rate applicable to any such Purchased Interest shall interest may be a period of not greater than 14 daysthe BR Rate, the CD Rate, or the Eurodollar Rate, as determined by the Liquidity Provider. In the case of any Tranche Period selected pursuant to this paragraph that is outstanding upon the occurrence of a Termination Event, such Tranche Period shall end on the date of such date. Notwithstanding occurrence. (b) At all times on and after the foregoingoccurrence of a Termination Event, with respect to any portion of the Transferred Interest held by a Class Conduit which utilizes “pool” fundingLender or the Liquidity Provider, such Class Conduit or its Class Agent as applicable, shall select, in its sole discretion, select all Tranche Periods and shall allocate a portion of the Net Investment for such Class to such Tranche Periods so that the aggregate amounts allocated to such outstanding Tranche Periods at all times shall equal the Net Investment held by such Class ConduitRates applicable thereto.

Selection of Tranche Periods and Tranche Rates. (a) Transferred Interest held by a Class Conduit Prior to a Termination EventPRIOR TO THE TERMINATION DATE; TRANSFERRED INTEREST HELD ON BEHALF OF THE COMPANY. With respect to each Class, at At all times hereafter, but prior to the occurrence of a Termination Event for such Class Date and not with respect to any portion of the Transferred Interest held by on behalf of the Bank Investors for such Class (or any of them), the Transferor may, subject to the applicable Class Conduit’s Company's approval and the limitations described below, request Tranche Periods with respect to such Class and allocate a portion of the Net Investment for such Class to each such selected Tranche Period, so that the aggregate amounts allocated to such outstanding Tranche Periods at all times shall equal the Net Investment held by such Class Conduiton behalf of the Company. The Transferor shall give the Administrative Agent Company irrevocable notice (which notice the Administrative Agent shall forward to the applicable Class Agent) by telephone of the new requested Tranche Period(s) and whether the requested Tranche Rate applicable thereto shall be the applicable CP Rate, the Base Rate or the Eurodollar Rate at least (i) three (3) Business Days prior to the expiration of any then existing Tranche Period if the Tranche Rate to be applicable to the new requested Tranche Period shall be the applicable Eurodollar RatePeriod; PROVIDED, (ii) two (2) Business Days prior to the expiration of any then existing Tranche Period if the Tranche Rate to be applicable to the new requested Tranche Period shall be the Base Rate, and (iii) two (2) Business Days prior to the expiration of any then existing Tranche Period if the Tranche Rate to be applicable to the new requested Tranche Period shall be the CP Rate; provided, howeverHOWEVER, that such Class Agent the Company may select, in its reasonable sole discretion, any such new Tranche Period and the Tranche Rate if (i) the Transferor fails to provide such notice on a timely basis or (ii) such Class Agent the Company determines, in its reasonable sole discretion, that the Tranche Rate or the Tranche Period requested by the Transferor is unavailable or for any reason commercially undesirable. Each Class Conduit The Company confirms that it is its intention to allocate all or substantially all of the Net Investment held by on behalf of it to one or more of its CP Tranche Periods; , provided that such Class Conduit the Company may determine determine, from time to time, in its sole discretion, that funding such Net Investment by means of one or more of its CP Tranche Periods is not possible or is not desirable for any reason. If a the Liquidity Provider acquires from any Class Conduit the Company a Purchased Interest with respect to the Receivables pursuant to the terms of the applicable Liquidity Provider Agreement, the applicable Class AgentNationsBank, on behalf of such the Liquidity Provider, may exercise the right of selection granted to such Class Conduit the Company hereby. The initial Tranche Period applicable to any such Purchased Interest shall be a period of not greater than 14 daysdays and such Tranche shall be a BR Tranche. Thereafter, provided that the Termination Date shall not have occurred, the Tranche Period applicable thereto shall be the BR Rate or the Eurodollar Rate, as determined by NationsBank. In the case of any Tranche Period selected pursuant to this paragraph that is outstanding upon the occurrence of a Termination EventDate, such Tranche Period shall end on such date. Notwithstanding the foregoing, with respect to any portion of the Transferred Interest held by a Class Conduit which utilizes “pool” funding, such Class Conduit or its Class Agent shall select, in its sole discretion, all Tranche Periods and shall allocate a portion of the Net Investment for such Class to such Tranche Periods so that the aggregate amounts allocated to such outstanding Tranche Periods at all times shall equal the Net Investment held by such Class Conduit.