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

Selection and Continuation of Tranche Periods. (a) With consultation from (and approval by) the applicable Co-Agent, the Seller shall from time to time request Tranche Periods for the Receivable Interests of the Liquidity Banks, provided that, if at any time the Liquidity Banks shall have a Receivable Interest, the Seller shall always request Tranche Periods such that at least one Tranche Period shall end on each Settlement Date. (b) The Seller or the applicable Co-Agent may, upon notice to and consent by the other received at least three (3) Business Days prior to the end of a Tranche Period (the “Terminating Tranche”), for any Receivable Interest, take any of the following actions to continue such Terminating Tranche: (i) divide any such Receivable Interest into two or more Receivable Interests having aggregate Capital of such divided Receivable Interest, (ii) combine any such Receivable Interest with another Receivable Interest having a Terminating Tranche ending on the same day (creating a new Receivable Interest having Capital equal to the Capital of the two Receivable Interests combined) or (iii) combine any such Receivable Interest with a new Receivable Interest to be purchased on such day by the Liquidity Banks (creating a new Receivable Interest having Capital equal to the Capital of the two Receivable Interests combined), provided that in no event may a Receivable Interest of a Conduit be combined with a Receivable Interest of any Liquidity Bank.

Selection and Continuation of Tranche Periods. (a) With In the case of Purchaser Interests of any Financial Institution in a Purchaser Group which includes SunTrust or PNC, each Tranche Period for such Purchaser Interests shall be determined pursuant to clause (1) of the definition of Tranche Period. In the case of Purchaser Interests of any Financial Institution in any other Purchaser Group, the Administrative Seller shall, with consultation from (from, and approval by) , the applicable Co-AgentFinancial Institution (such approval not to be unreasonably withheld), the Seller shall from time to time prior to the Amortization Date request Tranche Periods for the Receivable Purchaser Interests of such Financial Institution. Notwithstanding the Liquidity Banks, provided thatforegoing provisions of this Section 4.3(a), if at any time the Liquidity Banks any Financial Institution (other than any Financial Institution in a Purchaser Group which includes SunTrust or PNC) shall have a Receivable Purchaser Interest, the Administrative Seller shall always request Tranche Periods such that at least one Tranche Period shall end on each the date specified in clause (A) of the definition of Settlement Date. (b) The Except as otherwise set forth in Section 4.3(a), the Administrative Seller or the applicable Co-Agent mayFinancial Institution, upon notice to and consent by the other received at least three (3) Business Days prior to the end of a Tranche Period (the “Terminating Tranche”), ) for any Receivable Purchaser Interest, take any may, effective on the last day of the following actions to continue such Terminating Tranche: (i) divide any such Receivable Purchaser Interest into two or more Receivable Interests having aggregate Capital of such divided Receivable Interestmultiple Purchaser Interests, (ii) combine any such Receivable Purchaser Interest with another Receivable Interest having one or more other Purchaser Interests that have a Terminating Tranche ending on the same day (creating a new Receivable Interest having Capital equal to the Capital of the two Receivable Interests combined) as such Terminating Tranche or (iii) combine any such Receivable Purchaser Interest with a new Receivable Purchaser Interest to be purchased on the day such day by the Liquidity Banks (creating a new Receivable Interest having Capital equal to the Capital of the two Receivable Interests combined)Terminating Tranche ends, provided provided, that in no event may a Receivable Purchaser Interest of a Conduit any Purchasers be combined with a Receivable Purchaser Interest of any Liquidity Bankother Purchaser.

Selection and Continuation of Tranche Periods. (a) With consultation from Seller (and approval byor Servicer, on Seller’s behalf) the applicable Co-Agent, the Seller shall from time to time request Tranche Periods for the Receivable Receivables Interests of the Liquidity BanksGotham Committed Purchaser, provided thatthat (i) in the absence of contrary instructions from Seller (or Servicer, if at any time the Liquidity Banks shall have a Receivable Intereston Seller’s behalf), the Seller shall always request Tranche Periods such that at least one each Tranche Period shall end be presumed to roll for another Tranche Period with an identical duration to the current Tranche Period, (ii) there shall be not more than two (2) Tranche Periods outstanding at any one time, and (iii) the second of the two Tranche Periods outstanding at the same time shall mature on each Settlement Datethe same date as the first Tranche Period. (b) The Seller Seller, Servicer (on Seller’s behalf) or the applicable Co-Agent mayPurchaser, upon notice to and consent by the other received at least three (3) Business Days prior to the end of a Tranche Period (the “Terminating Tranche”), ) for any Receivable Receivables Interest, take any may, effective on the last day of the following actions to continue such Terminating Tranche: (i) divide any such Receivable Receivables Interest into two or more Receivable Interests having aggregate Capital of such divided Receivable Interestmultiple Receivables Interests, (ii) combine any such Receivable Receivables Interest with another Receivable Interest having one or more other Receivables Interests that have a Terminating Tranche ending on the same day (creating a new Receivable Interest having Capital equal to the Capital of the two Receivable Interests combined) as such Terminating Tranche or (iii) combine any such Receivable Receivables Interest with a new Receivable Receivables Interest to be purchased on the day such day by the Liquidity Banks (creating a new Receivable Interest having Capital equal to the Capital of the two Receivable Interests combined), provided that in no event may a Receivable Interest of a Conduit be combined with a Receivable Interest of any Liquidity BankTerminating Tranche ends.

Selection and Continuation of Tranche Periods. (a) With In the case of Purchaser Interests of any Financial Institution in a Purchaser Group which includes PNC, each Tranche Period for such Purchaser Interests shall be determined pursuant to clause (1) of the definition of Tranche Period. In the case of Purchaser Interests of any Financial Institution in any other Purchaser Group, the Administrative Seller shall, with consultation from (from, and approval by) , the applicable Co-AgentFinancial Institution (such approval not to be unreasonably withheld), the Seller shall from time to time prior to the Amortization Date request Tranche Periods for the Receivable Purchaser Interests of such Financial Institution. Notwithstanding the Liquidity Banks, provided thatforegoing provisions of this Section 4.3(a), if at any time the Liquidity Banks any Financial Institution (other than any Financial Institution in a Purchaser Group which includes PNC) shall have a Receivable Purchaser Interest, the Administrative Seller shall always request Tranche Periods such that at least one Tranche Period shall end on each the date specified in clause (A) of the definition of Settlement Date. (b) The Except as otherwise set forth in Section 4.3(a), the Administrative Seller or the applicable Co-Agent mayFinancial Institution, upon notice to and consent by the other received at least three (3) Business Days prior to the end of a Tranche Period (the “Terminating Tranche”), ) for any Receivable Purchaser Interest, take any may, effective on the last day of the following actions to continue such Terminating Tranche: (i) divide any such Receivable Purchaser Interest into two or more Receivable Interests having aggregate Capital of such divided Receivable Interestmultiple Purchaser Interests, (ii) combine any such Receivable Purchaser Interest with another Receivable Interest having one or more other Purchaser Interests that have a Terminating Tranche ending on the same day (creating a new Receivable Interest having Capital equal to the Capital of the two Receivable Interests combined) as such Terminating Tranche or (iii) combine any such Receivable Purchaser Interest with a new Receivable Purchaser Interest to be purchased on the day such day by the Liquidity Banks (creating a new Receivable Interest having Capital equal to the Capital of the two Receivable Interests combined)Terminating Tranche ends, provided provided, that in no event may a Receivable Purchaser Interest of a Conduit any Purchasers be combined with a Receivable Purchaser Interest of any Liquidity Bankother Purchaser.

Selection and Continuation of Tranche Periods. (a) With In the case of Purchaser Interests of any Financial Institution in the Purchaser Group of the Bank One Company, the Administrative Seller shall (and following the occurrence and during the continuance of a Potential Amortization Event or an Amortization Event, shall with consultation from (from, and approval by) , the applicable Co-AgentFinancial Institution), the Seller shall from time to time request Tranche Periods for the Receivable Purchaser Interests of such Financial Institutions. In the Liquidity Bankscase of Purchaser Interests of any Financial Institution in the Purchaser Group of any Company other than the Bank One Company, provided thatthe Administrative Seller shall, with consultation from, and approval by, the applicable Financial Institution (such approval not to be unreasonably withheld), from time to time request Tranche Periods for the Purchaser Interests of such Financial Institution. Notwithstanding the foregoing provisions of this subsection (a), if at any time the Liquidity Banks Financial Institutions shall have a Receivable Purchaser Interest, the Administrative Seller shall always request Tranche Periods such that at least one Tranche Period shall end on each the date specified in clause (A) of the definition of Settlement Date. (b) The Administrative Seller or the applicable Co-Agent mayFinancial Institution, upon notice to and consent by the other received at least three (3) Business Days prior to the end of a Tranche Period (the “"Terminating Tranche”), ") for any Receivable Purchaser Interest, take any may, effective on the last day of the following actions to continue such Terminating Tranche: (i) divide any such Receivable Purchaser Interest into two or more Receivable Interests having aggregate Capital of such divided Receivable Interestmultiple Purchaser Interests, (ii) combine any such Receivable Purchaser Interest with another Receivable Interest having one or more other Purchaser Interests that have a Terminating Tranche ending on the same day (creating a new Receivable Interest having Capital equal to the Capital of the two Receivable Interests combined) as such Terminating Tranche or (iii) combine any such Receivable Purchaser Interest with a new Receivable Purchaser Interest to be purchased on the day such day by the Liquidity Banks (creating a new Receivable Interest having Capital equal to the Capital of the two Receivable Interests combined)Terminating Tranche ends, provided provided, that in no event may a Receivable Purchaser Interest of a Conduit any Purchasers be combined with a Receivable Purchaser Interest of any Liquidity Bank.other Purchaser. THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

Selection and Continuation of Tranche Periods. (a) With consultation from (and approval by) the applicable Co-Agent, the Seller Transferor shall from time to time request Tranche Periods for the Receivable Interests of the Liquidity BanksBanks in such Co-Agent's Group, provided that, PROVIDED that if at any time the such Liquidity Banks shall have a Receivable InterestInterest outstanding, the Seller Transferor shall always request Tranche Periods such that at least one Tranche Period shall end on each the date specified in clause (a) of the definition of Settlement Date. (b) The Seller Transferor or the applicable Co-Agent mayAgent, upon notice to and consent by the other received at least three (3) Business Days prior to the end of a Tranche Period (the “Terminating Tranche”), "TERMINATING TRANCHE") for any Receivable Interest, take any may, effective on the last day of the following actions to continue such Terminating Tranche: (i) divide any such Receivable Interest into two or more multiple Receivable Interests having aggregate Capital of such divided Receivable InterestInterests, (ii) combine any such Receivable Interest with another one or more other Receivable Interest having Interests that have a Terminating Tranche ending on the same day (creating a new Receivable Interest having Capital equal to the Capital of the two Receivable Interests combined) as such Terminating Tranche or (iii) combine any such Receivable Interest with a new Receivable Interest to be purchased acquired by such Co-Agent's Group on the day such day by the Liquidity Banks (creating a new Receivable Interest having Capital equal to the Capital of the two Receivable Interests combined)Terminating Tranche ends, provided PROVIDED that in no event may a Receivable Interest of a Conduit be combined with a Receivable Interest of any its Liquidity BankBanks.

Selection and Continuation of Tranche Periods. (a) With consultation from Seller (and approval byor Servicer, on Seller's behalf) the applicable Co-Agent, the Seller shall from time to time request Tranche Periods for the Receivable Purchaser Interests of the Liquidity BanksBanks in such Co-Agent's Group, provided that, PROVIDED that if at any time the such Liquidity Banks shall have a Receivable Purchaser Interest, the Seller shall always request Tranche Periods such that at least one Tranche Period shall end on each the date specified in clause (A) of the definition of Settlement Date. (b) The Seller Seller, Servicer (on Seller's behalf) or the applicable Co-Agent mayAgent, upon notice to and consent by the other received at least three (3) Business Days prior to the end of a Tranche Period (the “Terminating Tranche”), "TERMINATING TRANCHE") for any Receivable Purchaser Interest, take any may, effective on the last day of the following actions to continue such Terminating Tranche: (i) divide any such Receivable Purchaser Interest into two or more Receivable Interests having aggregate Capital of such divided Receivable Interestmultiple Purchaser Interests, (ii) combine any such Receivable Purchaser Interest with another Receivable Interest having one or more other Purchaser Interests that have a Terminating Tranche ending on the same day (creating a new Receivable Interest having Capital equal to the Capital of the two Receivable Interests combined) as such Terminating Tranche or (iii) combine any such Receivable Purchaser Interest with a new Receivable Purchaser Interest to be purchased on the day such day by the Liquidity Banks (creating a new Receivable Interest having Capital equal to the Capital of the two Receivable Interests combined)Terminating Tranche ends, provided PROVIDED that in no event may a Receivable Purchaser Interest of a Conduit be combined with a Receivable Purchaser Interest of any its Liquidity BankBanks.

Selection and Continuation of Tranche Periods. a In the case of Purchaser Interests of any Financial Institution in the Purchaser Group of the Bank One Company, the Administrative Seller shall (a) With and following the occurrence and during the continuance of a Potential Amortization Event or an Amortization Event, shall with consultation from (from, and approval by) , the applicable Co-AgentFinancial Institution), the Seller shall from time to time request Tranche Periods for the Receivable Purchaser Interests of such Financial Institutions. In the Liquidity Bankscase of Purchaser Interests of any Financial Institution in the Purchaser Group of any Company other than the Bank One Company, provided thatthe Administrative Seller shall, with consultation from, and approval by, the applicable Financial Institution (such approval not to be unreasonably withheld), from time to time request Tranche Periods for the Purchaser Interests of such Financial Institution. Notwithstanding the foregoing provisions of this subsection (a), if at any time the Liquidity Banks Financial Institutions shall have a Receivable Purchaser Interest, the Administrative Seller shall always request Tranche Periods such that at least one Tranche Period shall end on each the date specified in clause (A) of the definition of Settlement Date. (b) . b The Administrative Seller or the applicable Co-Agent mayFinancial Institution, upon notice to and consent by the other received at least three (3) Business Days prior to the end of a Tranche Period (the “Terminating Tranche”), ) for any Receivable Purchaser Interest, take any may, effective on the last day of the following actions to continue such Terminating Tranche: (i) divide any such Receivable Purchaser Interest into two or more Receivable Interests having aggregate Capital of such divided Receivable Interestmultiple Purchaser Interests, (ii) combine any such Receivable Purchaser Interest with another Receivable Interest having one or more other Purchaser Interests that have a Terminating Tranche ending on the same day (creating a new Receivable Interest having Capital equal to the Capital of the two Receivable Interests combined) as such Terminating Tranche or (iii) combine any such Receivable Purchaser Interest with a new Receivable Purchaser Interest to be purchased on the day such day by the Liquidity Banks (creating a new Receivable Interest having Capital equal to the Capital of the two Receivable Interests combined)Terminating Tranche ends, provided provided, that in no event may a Receivable Purchaser Interest of a Conduit any Purchasers be combined with a Receivable Purchaser Interest of any Liquidity Bankother Purchaser.

Selection and Continuation of Tranche Periods. (a) With consultation from (and approval by) the applicable Co-each related Managing Agent, the Seller shall from time to time request Tranche Periods for the Receivable Purchaser Interests of the Liquidity Banks, Financial Institutions in each Purchaser Group; provided that, if at any time the Liquidity Banks Financial Institutions shall have a Receivable Purchaser Interest, the Seller shall always request Tranche Periods such that at least one Tranche Period shall end on each a Monthly Settlement Date. Notwithstanding anything herein to the contrary, the Tranche Period in respect of each Purchaser Interest funded by the Financial Institutions in the Fifth Third Purchaser Group shall be equal to one (1) calendar day. (b) The Seller or the applicable Co-related Managing Agent mayfor the Purchasers holding such Purchaser Interest, may upon notice to and consent by the other Agent and the Seller received at least three (3) Business Days prior to the end of a Tranche Period (the “Terminating Tranche”), ) for any Receivable Purchaser Interest, take any effective on the last day of the following actions to continue such Terminating Tranche: (i) divide any such Receivable Purchaser Interest funded by the Financial Institutions into two or more Receivable Interests having aggregate Capital of such divided Receivable Interestmultiple Purchaser Interests, (ii) combine any such Receivable Purchaser Interest of a Financial Institution in the same Purchaser Group with another Receivable Interest having one or more other Purchaser Interests that have a Terminating Tranche ending on the same day (creating a new Receivable Interest having Capital equal to the Capital of the two Receivable Interests combined) as such Terminating Tranche or (iii) combine any such Receivable Purchaser Interest with a new Receivable Purchaser Interest to be purchased by such Financial Institution on the day such day by the Liquidity Banks (creating a new Receivable Interest having Capital equal to the Capital of the two Receivable Interests combined)Terminating Tranche ends, provided provided, that in no event may a Receivable Purchaser Interest of a Conduit any Purchaser be combined with a Receivable Purchaser Interest of any Liquidity Bankother Purchaser.

Selection and Continuation of Tranche Periods. (a) With consultation from (and approval by) the applicable Co-Agent, the Seller shall from time to time request Tranche Periods for the Receivable Interests of the Liquidity BanksBanks in such Co-Agent's Group, provided that, that if at any time the such Liquidity Banks shall have a Receivable Interest, the Seller shall always request Tranche Periods such that at least one Tranche Period shall end on each the date specified in clause (A) of the definition of Settlement Date. (b) The Seller or the applicable Co-Agent mayAgent, upon notice to and consent by the other received at least three (3) Business Days prior to the end of a Tranche Period (the “"Terminating Tranche”), ") for any Receivable Interest, take any may, effective on the last day of the following actions to continue such Terminating Tranche: (i) divide any such Receivable Interest into two or more multiple Receivable Interests having aggregate Capital of such divided Receivable InterestInterests, (ii) combine any such Receivable Interest with another one or more other Receivable Interest having Interests that have a Terminating Tranche ending on the same day (creating a new Receivable Interest having Capital equal to the Capital of the two Receivable Interests combined) as such Terminating Tranche or (iii) combine any such Receivable Interest with a new Receivable Interest to be purchased on the day such day by the Liquidity Banks (creating a new Receivable Interest having Capital equal to the Capital of the two Receivable Interests combined)Terminating Tranche ends, provided that in no event may a Receivable Interest of a Conduit be combined with a Receivable Interest of any its Liquidity BankBanks.

Selection and Continuation of Tranche Periods. (a) With In the case of Purchaser Interests of any Financial Institution in the Purchaser Group of the Bank One Company, Seller shall (and following the occurrence and during the continuance of a Potential Amortization Event or an Amortization Event, shall with consultation from (from, and approval by) , the applicable Co-AgentFinancial Institution), the Seller shall from time to time request Tranche Periods for the Receivable Purchaser Interests of such Financial Institutions. In the Liquidity Bankscase of Purchaser Interests of any Financial Institution in the Purchaser Group of the CL Company, provided thatSeller shall, with consultation from, and approval by, the applicable Financial Institution (such approval not to be unreasonably withheld), from time to time request Tranche Periods for the Purchaser Interests of such Financial Institution. Notwithstanding the foregoing provisions of this subsection (a), if at any time the Liquidity Banks Financial Institutions shall have a Receivable Purchaser Interest, the Seller shall always request Tranche Periods such that at least one Tranche Period shall end on each the date specified in clause (A) of the definition of Settlement Date. (b) The Seller or the applicable Co-Agent mayFinancial Institution, upon notice to and consent by the other received at least three (3) Business Days prior to the end of a Tranche Period (the “"Terminating Tranche”), ") for any Receivable Purchaser Interest, take any may, effective on the last day of the following actions to continue such Terminating Tranche: (i) divide any such Receivable Purchaser Interest into two or more Receivable Interests having aggregate Capital of such divided Receivable Interestmultiple Purchaser Interests, (ii) combine any such Receivable Purchaser Interest with another Receivable Interest having one or more other Purchaser Interests that have a Terminating Tranche ending on the same day (creating a new Receivable Interest having Capital equal to the Capital of the two Receivable Interests combined) as such Terminating Tranche or (iii) combine any such Receivable Purchaser Interest with a new Receivable Purchaser Interest to be purchased on the day such day by the Liquidity Banks (creating a new Receivable Interest having Capital equal to the Capital of the two Receivable Interests combined)Terminating Tranche ends, provided provided, that in no event may a Receivable Purchaser Interest of a Conduit any Purchasers be combined with a Receivable Purchaser Interest of any Liquidity Bank.other Purchaser. AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT