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 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. 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 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 to this paragraph that is outstanding upon the occurrence of applicable thereto shall be a Termination Event, such Eurodollar Tranche Period shall end on such date. Notwithstanding and, if the foregoingEurodollar Rate is not available, 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 BR 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 ConduitPeriod.

Selection of Tranche Periods and Tranche Rates. (ad)(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) 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 EventCP Rate and CP Tranche Periods. 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 Loans made by the Bank Investors for such Class (or any of them)the APA Banks, the Transferor Borrower (with the consent of the Originator) may, subject to the applicable Class Conduit’s Conduit Lender's approval and the limitations described below, request CP Tranche Periods with respect to such Class and allocate a portion of the Net Investment for such Class Outstanding Loans to each such selected CP Tranche Period, so that the aggregate amounts allocated to such outstanding CP Tranche Periods at all times shall equal the Net Investment Outstanding Loans held by such Class Conduitthe Conduit Lender. 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 At least (i) three (3) Business Days prior to the expiration of any then existing Tranche Period if Period, the Tranche Rate to be applicable to Borrower shall give the Funding Agent irrevocable notice by telephone, confirmed by facsimile or telecopy, of the new requested CP Tranche Period shall be Period(s), and the applicable Eurodollar RateFunding Agent shall, (ii) two (2) Business Days prior as soon as reasonably practicable and in no event later than the close of business on the day such notice is received, deliver such notice 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, Conduit Lender 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 RateFunding Agent; provided, however, that such Class the Funding Agent may select, in its reasonable discretion, select any such new CP Tranche Period and the Tranche Rate if (i) the Transferor Borrower fails to provide such notice to the Funding Agent on a timely basis or (ii) such Class the Funding Agent determines, in its reasonable discretion, determines that the Tranche Rate or the CP Tranche Period requested by the Transferor Borrower is unavailable or for any reason commercially undesirable. Each Class The Tranche Rate for any CP Tranche Periods for the Conduit Lender shall be the CP Rate for the Conduit Lender. The Conduit Lender confirms that it is its intention to allocate all or substantially all of the Net Investment portion of the Outstanding Loans held by it to one or more of its CP Tranche Periods; provided that such Class Conduit the Funding Agent may determine determine, with respect to the related Lender, from time to time, in its sole discretion, that funding such Net Investment portion of the Outstanding Loans by means of one or more of its 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 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 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) 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 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.

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 the occurrence of a Termination EventSection 7.2, such Tranche Period shall end on the date of 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 Conduitnotice.

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 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 Conduitnotice.

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. 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.