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 related Managing Agent with respect to a Purchase Group having one or more Tranche Funding Conduit Purchasers, Seller may from time to time request Tranche Periods and allocate Tranches to each selected Tranche Period; provided, that (i) no more than five (5) Tranche Periods for such Purchase Group shall be outstanding at any time and (ii) such Managing Agent shall have the ultimate authority to make all selections of Tranche Periods and the allocation of Tranches to its related Conduit Purchaser’s Tranche Funded Commercial Paper in its sole and absolute discretion. (b) At least two (2) Business Days prior to the end of a Tranche Period applicable to any Tranche funded with Tranche Funded Commercial Paper (a “Terminating CP Tranche”), the related Managing Agent or, upon notice to and consent by such Managing Agent received at least three (3) Business Days prior to the last day of such Terminating CP Tranche, Seller, may, effective on the last day of such Terminating CP Tranche: (i) divide any such Terminating CP Tranche into multiple Tranches, (ii) combine any such Tranche with one or more other Tranches funded by such Tranche Funding Conduit Purchasers that have a Terminating CP Tranche ending on the same day as such Terminating CP Tranche or (iii) combine any such Tranche with a new Tranche to be purchased by such Tranche Funding Conduit Purchasers on the day such Terminating CP Tranche ends; provided, that in no event may a Tranche of any Tranche Funded Conduit Purchaser be combined with a Tranche of a Committed Purchaser or with a Tranche funded with Pooled Commercial Paper. If none of the above actions is taken with respect to such Terminating CP Tranche, such Tranche shall, as of the end of the applicable Tranche Period, be funded by Pooled Commercial Paper.

Selection and Continuation of Tranche Periods. (a) With consultation from (and approval by) the related Managing Agent with respect to a Purchase Group having one or more Tranche Funding Conduit Purchasers, Seller may from time to time request Tranche Periods and allocate Tranches to each selected Tranche Period; provided, that (i) no more than five (5) Tranche Periods for such Purchase Group shall be outstanding at any time and (ii) such Managing Agent shall have the ultimate authority to make all selections of Tranche Periods and the allocation of Tranches to its related Conduit Purchaser’s Tranche Funded Commercial Paper in its sole and absolute discretion. (b) At least two (2) Business Days prior to the end of a Tranche Period applicable to any Tranche funded with Tranche Funded Commercial Paper (a “Terminating CP Tranche”), the related Managing Agent or, upon notice to and consent by such Managing Agent received at least three (3) Business Days prior to the last day of such Terminating CP Tranche, Seller, may, effective on the last day of such Terminating CP Tranche: (i) divide any such Terminating CP Tranche into multiple Tranches, (ii) combine any such Tranche with one or more other Tranches funded by such Tranche Funding Conduit Purchasers that have a Terminating CP Tranche ending on the same day as such Terminating CP Tranche or (iii) combine any such Tranche with a new Tranche to be purchased by such Tranche Funding Conduit Purchasers on the day such Terminating CP Tranche ends; provided, that in no event may a Tranche of any Tranche Funded Conduit Purchaser be combined with a Tranche of a Committed Purchaser or with a Tranche funded with Pooled Commercial Paper. If none of the above actions is taken with respect to such Terminating CP Tranche, such Tranche shall, as of the end of the applicable Tranche Period, be funded by Pooled Commercial Paper.

Selection and Continuation of Tranche Periods. (a) With In the case of Purchaser Interests of any Financial Institution in the Purchaser Group of the JPMorgan 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 related Managing Agent with respect to a Purchase Group having one or more Tranche Funding Conduit Purchasersapplicable Financial Institution), Seller may from time to time request Tranche Periods for the Purchaser Interests of such Financial Institutions. In the case of Purchaser Interests of any Financial Institution in the Purchaser Group of any Company other than the JPMorgan Company, the Administrative Seller shall, with consultation from, and allocate Tranches approval by, the applicable Financial Institution (such approval not to each selected Tranche Period; providedbe unreasonably withheld), that (i) no more than five (5) from time to time request Tranche Periods for the Purchaser Interests of such Purchase Group shall be outstanding Financial Institution. Notwithstanding the foregoing provisions of this subsection (a), if at any time and (ii) such Managing Agent the Financial Institutions shall have a Purchaser Interest, the ultimate authority to make all selections of Administrative Seller shall always request Tranche Periods and such that at least one Tranche Period shall end on the allocation date specified in clause (A) of Tranches to its related Conduit Purchaser’s Tranche Funded Commercial Paper in its sole and absolute discretionthe definition of Settlement Date. (b) At least two (2) Business Days prior to The Administrative Seller or the end of a Tranche Period applicable to any Tranche funded with Tranche Funded Commercial Paper (a “Terminating CP Tranche”), the related Managing Agent orFinancial Institution, upon notice to and consent by such Managing Agent the other received at least three (3) Business Days prior to the last day end of such a Tranche Period (the “Terminating CP Tranche, Seller”) for any Purchaser Interest, may, effective on the last day of such the Terminating CP Tranche: (i) divide any such Terminating CP Tranche Purchaser Interest into multiple TranchesPurchaser Interests, (ii) combine any such Tranche Purchaser Interest with one or more other Tranches funded by such Tranche Funding Conduit Purchasers Purchaser Interests that have a Terminating CP Tranche ending on the same day as such Terminating CP Tranche or (iii) combine any such Tranche Purchaser Interest with a new Tranche Purchaser Interest to be purchased by such Tranche Funding Conduit Purchasers on the day such Terminating CP Tranche ends; , provided, that in no event may a Tranche Purchaser Interest of any Tranche Funded Conduit Purchaser Purchasers be combined with a Tranche Purchaser Interest of a Committed Purchaser or with a Tranche funded with Pooled Commercial Paper. If none of the above actions is taken with respect to such Terminating CP Tranche, such Tranche shall, as of the end of the applicable Tranche Period, be funded by Pooled Commercial Paperany other Purchaser.

Selection and Continuation of Tranche Periods. (a) With consultation from (and approval by) the related Managing Agent with respect to a Purchase Group having one or more Tranche Funding Conduit Purchasersrelevant Agent, Seller may shall from time to time request Tranche Periods and allocate Tranches to each selected Tranche Periodfor the Committed Purchaser Interests in a Conduit Group; provided, however, if at any time the Committed Purchasers shall have a Purchaser Interest, Seller shall always request Tranche Periods such that at least one Tranche Period shall end on the date specified in clause (iA) no more than five of the definition of Settlement Date; provided, further, however, notwithstanding the forgoing, for each Purchaser Interest funded by SunTrust Bank that is calculated on the basis of the LIBO Rate, Seller shall only request (5and shall always be deemed to request) Tranche Periods for such Purchase Group shall be outstanding at any time and (ii) such Managing Agent shall have the ultimate authority to make all selections of Tranche Periods and the allocation of Tranches to its related Conduit Purchaser’s Tranche Funded Commercial Paper in its sole and absolute discretionone calendar month. (b) At least two (2) Business Days prior to Seller or the end of a Tranche Period applicable to any Tranche funded with Tranche Funded Commercial Paper (a “Terminating CP Tranche”), the related Managing Agent orrelevant Agent, upon notice to and consent by such Managing Agent the other received at least three (3) Business Days prior to the last day end of such a Tranche Period (the “Terminating CP Tranche, Seller”) for any Purchaser Interest, may, effective on the last day of such the Terminating CP Tranche: (i) divide any such Terminating CP Tranche Purchaser Interest into multiple TranchesPurchaser Interests, (ii) combine any such Tranche Purchaser Interest with one or more other Tranches funded by such Tranche Funding Conduit Purchasers Purchaser Interests that have a Terminating CP Tranche ending on the same day as such Terminating CP Tranche or (iii) combine any such Tranche Purchaser Interest with a new Tranche Purchaser Interests to be purchased by such Tranche Funding Conduit Purchasers on the day such Terminating CP Tranche ends; , provided, that in no event may a Tranche Purchaser Interest of any Tranche Funded a Conduit Purchaser be combined with a Tranche Committed Purchaser Interest or of another Conduit, and in no event may a Committed Purchaser or Interest be combined with a Tranche funded with Pooled Commercial Paper. If none Purchaser Interest of the above actions is taken with respect to such Terminating CP Tranche, such Tranche shall, as of the end of the applicable Tranche Period, be funded by Pooled Commercial Papera Purchaser in a different Conduit Group.

Selection and Continuation of Tranche Periods. (a) With In the case of Purchaser Interests of any Financial Institution in the Purchaser Group of the JPMorgan 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 related Managing Agent with respect to a Purchase Group having one or more Tranche Funding Conduit Purchasersapplicable Financial Institution), Seller may from time to time request Tranche Periods for the Purchaser Interests of such Financial Institutions. In the case of Purchaser Interests of any Financial Institution in the Purchaser Group of any Company other than the JPMorgan Company, the Administrative Seller shall, with consultation from, and allocate Tranches approval by, the applicable Financial Institution (such approval not to each selected Tranche Period; providedbe unreasonably withheld), that (i) no more than five (5) from time to time request Tranche Periods for the Purchaser Interests of such Purchase Group shall be outstanding Financial Institution. Notwithstanding the foregoing provisions of this subsection (a), if at any time and (ii) such Managing Agent the Financial Institutions shall have a Purchaser Interest, the ultimate authority to make all selections of Administrative Seller shall always request Tranche Periods and such that at least one Tranche Period shall end on the allocation date specified in clause (A) of Tranches to its related Conduit Purchaser’s Tranche Funded Commercial Paper in its sole and absolute discretionthe definition of Settlement Date. (b) At least two (2) Business Days prior to The Administrative Seller or the end of a Tranche Period applicable to any Tranche funded with Tranche Funded Commercial Paper (a “Terminating CP Tranche”), the related Managing Agent orFinancial Institution, upon notice to and consent by such Managing Agent the other received at least three (3) Business Days prior to the last day end of such a Tranche Period (the “Terminating CP Tranche, Seller”) for any Purchaser Interest, may, effective on the last day of such the Terminating CP Tranche: (i) divide any such Terminating CP Tranche Purchaser Interest into multiple TranchesPurchaser Interests, (ii) combine any such Tranche Purchaser Interest with one or more other Tranches funded by such Tranche Funding Conduit Purchasers Purchaser Interests that have a Terminating CP Tranche ending on the same day as such Terminating CP Tranche or (iii) combine any such Tranche Purchaser Interest with a new Tranche Purchaser Interest to be purchased by such Tranche Funding Conduit Purchasers on the day such Terminating CP Tranche ends; , provided, that in no event may a Tranche Purchaser Interest of any Tranche Funded Conduit Purchaser Purchasers be combined with a Tranche Purchaser Interest of a Committed Purchaser or with a Tranche funded with Pooled Commercial Paperany other Purchaser. If none of the above actions is taken with respect to such Terminating CP Tranche, such Tranche shall, as of the end of the applicable Tranche Period, be funded by Pooled Commercial Paper.FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

Selection and Continuation of Tranche Periods. (a) With consultation from (and approval by) the related Managing Agent with respect to a Purchase Group having one or more Tranche applicable Funding Conduit PurchasersAgent, Seller may shall from time to time request Tranche Periods for the Capital funded by the Committed Purchasers in such Funding Agent’s Purchaser Group and allocate Tranches to each selected Tranche Periodthe Term-out Period Advances of the Non-Renewing Committed Purchasers in such Funding Agent’s Purchaser Group; provided, that (i) no more than five (5) Tranche Periods for such Purchase Group shall be outstanding if at any time and (ii) such Managing Agent the Committed Purchasers shall have the ultimate authority to make all selections of a Purchaser Interest or a Term-out Period Advance, Seller shall always request Tranche Periods and such that at least one Tranche Period shall end on the allocation date specified in clause (A) of Tranches to its related Conduit Purchaser’s Tranche Funded Commercial Paper in its sole and absolute discretionthe definition of Settlement Date. (b) At least two (2) Business Days prior to Seller or the end of a Tranche Period applicable to any Tranche funded with Tranche Funded Commercial Paper (a “Terminating CP Tranche”), the related Managing Agent orFunding Agent, upon notice to and consent by such Managing Agent the other received at least three (3) Business Days prior to the last day end of such a Tranche Period (the “Terminating CP Tranche, Seller”) for any Purchaser Interest or Term-out Period Advance, may, effective on the last day of such the Terminating CP Tranche: (i) divide any such Terminating CP Tranche Purchaser Interest or Term-out Period Advance funded by the Committed Purchasers and Non-Renewing Committed Purchasers in the same Purchaser Group into multiple TranchesPurchaser Interests or Term-out Period Advances, (ii) combine any such Tranche Purchaser Interest or Term-out Period Advance with one or more other Tranches funded by such Tranche Funding Conduit Purchasers Purchaser Interests or Term-out Period Advances of a Committed Purchaser or Non-Renewing Committed Purchaser in the same Purchaser Group that have a Terminating CP Tranche ending on the same day as such Terminating CP Tranche or (iii) combine any such Purchaser Interest or Term-out Period Advance with one or more other Purchaser Interests or Term-out Period Advances which either have a Terminating Tranche with a new Tranche to be purchased by ending on such Tranche Funding Conduit Purchasers day or are newly created on the day such Terminating CP Tranche endsday; provided, that in no event may a Tranche Purchaser Interest of any Tranche Funded Conduit Purchaser be combined with a Tranche Purchaser Interest of a any Committed Purchaser or with a Tranche funded with Pooled Commercial Paper. If none of the above actions is taken with respect to such Terminating CP Tranche, such Tranche shall, as of the end of the applicable Tranche Period, be funded by Pooled Commercial PaperPurchaser.