Common use of Increases and Reductions of the Commitments; Extensions of the Commitments Clause in Contracts

Increases and Reductions of the Commitments; Extensions of the Commitments. (a) The Issuer may from time to time request that any Purchaser Group agree to increase its Class A Maximum Purchaser Group Invested Amount. An increase in any Class A Maximum Purchaser Group Invested Amount shall be effective hereunder if such Purchaser Group shall have agreed to such increase in its Class A Maximum Purchaser Group Invested Amount; provided, however, that no such increase in the Class A Maximum Purchaser Group Invested Amount of a Purchaser Group shall be effective hereunder on any date during the Series 2011-1 Revolving Period unless the Series 2011-1 Class A Maximum Purchaser Group Invested Amount of such Purchaser Group shall have been increased on the same date in an equal amount pursuant to Section 2.6(a) of the Series 2011-1 Indenture Supplement. (b) If the Issuer desires to extend the Scheduled Expiry Date with respect to the Purchaser Groups, the Issuer shall notify the Class B Note Purchasers and the Administrative Agent at least sixty (60) days prior to such Scheduled Expiry Date of its desire to extend the Scheduled Expiry Date with respect to the Purchaser Groups, whereupon the Administrative Agent shall notify each Non-Conduit Purchaser and the Funding Agent with respect to each CP Conduit Purchaser Group of the Issuer’s desire to so extend the Scheduled Expiry Date. Each Non-Conduit Purchaser and each Funding Agent, on behalf of its CP Conduit Purchaser Group, shall notify the Administrative Agent and the Issuer in writing of whether its Related Purchaser Group agrees to an extension of the Scheduled Expiry Date with respect to such Purchaser Group; provided that failure by a Non-Conduit Purchaser or a Funding Agent to respond to such request shall not be construed as a consent by such Purchaser Group to such extension. The decision to extend or not extend shall be made by each Purchaser Group in its sole discretion. In the event that any Purchaser Group desires to extend its Scheduled Expiry Date for an amount that is less than its Class A Maximum Purchaser Group Invested Amount prior to the Issuer’s request for an extension, the Issuer, in its sole discretion, may accept such extension; provided, however, that such Purchaser Group (x) shall be deemed to be a Non-Extending Purchaser Group for purposes of Section 5A.7(c) having a Purchaser Group Invested Amount equal to the excess of its Purchaser Group Invested Amount over the Class A Maximum Purchaser Group Invested Amount that will be available after the extension of its Scheduled Expiry Date and (y) shall be deemed to be an Extending Purchaser Group with a Class A Maximum Purchaser Group Invested Amount equal to the portion of its Class A Maximum Purchaser Group Invested Amount that will be available after the extension of its Scheduled Expiry Date. The Issuer shall not extend the Scheduled Expiry Date with respect to any Purchaser Group without the prior written consent of each Class B Note Purchaser. The Administrator shall provide written notice to the Rating Agencies of any extension of the Scheduled Expiry Date with respect to the Purchaser Groups. (c) On any Business Day during the Series 2010-1 Revolving Period, the Issuer may, upon two (2) Business Days’ prior written notice to the Administrative Agent (effective upon receipt) (with copies to the Administrator and the Indenture Trustee) reduce the Class A Maximum Invested Amount in an amount that together with any reduction of the Series 2011-1 Class A Maximum Invested Amount on such Business Day is equal to $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that no such termination or reduction shall be permitted (x) if, after giving effect thereto and to any reduction in the Class A Invested Amount on such date, the Purchaser Group Invested Amount with respect to any Purchaser Group would exceed the Class A Maximum Purchaser Group Invested Amount with respect to such Purchaser Group then in effect or (y) on any Business Day during the Series 2011-1 Revolving Period unless the Series 2011-1 Class A Maximum Invested Amount shall have been reduced on the same Business Day pursuant to Section 2.6(c) of the Series 0000-0 Xxxxxxxxx Supplement in an amount equal to the product of (i) the amount of the reduction of the Class A Maximum Invested Amount on such Business Day and (ii) a fraction, the numerator of which is equal to the Series 2011-1 Class A Maximum Invested Amount and the denominator of which is equal to the Class A Maximum Invested Amount, in each case before giving effect to any reduction thereof on such Business Day. Any reduction in the Class A Maximum Invested Amount shall be made on a pro rata basis to the Class A Maximum Purchaser Group Invested Amounts with respect to the Purchaser Groups, based on the Class A Maximum Purchaser Group Invested Amount with respect to each Purchaser Group; provided, that, if at any time there exists a Defaulting Purchaser Group, the Issuer may, by written notice to the Administrative Agent (who shall forward such notice to the Funding Agents), elect to allocate such reduction of the Class A Maximum Invested Amount, first, to reduce the Class A Maximum Purchaser Group Invested Amount of the Defaulting Purchaser Group to (but not below) the Purchaser Group Invested Amount with respect to such Defaulting Purchaser Group and, second, to reduce the Class A Maximum Purchaser Group Invested Amounts of the remaining Purchaser Groups as described above.

Increases and Reductions of the Commitments; Extensions of the Commitments. (a) The Issuer ABRCF may from time to time request that any Purchaser Group agree to increase its Class A Maximum the amount set forth opposite the name of the CP Conduit Purchaser included in such Purchaser Group Invested Amount. on Schedule I. An increase in any Class A Maximum Purchaser Group Invested Amount such amount shall be effective hereunder if such Purchaser Group shall have agreed in its sole discretion to such increase in its Class A Maximum Purchaser Group Invested Amount; provided, however, that no such increase in the Class A Maximum Purchaser Group Invested Amount of a Purchaser Group shall be effective hereunder on any date during the Series 2011-1 Revolving Period unless the Series 2011-1 Class A Maximum Purchaser Group Invested Amount of such Purchaser Group shall have been increased on the same date in an equal amount pursuant to Section 2.6(a) of the Series 2011-1 Indenture Supplementincrease. (b) If the Issuer ABRCF desires to extend the Scheduled Expiry Date with respect to the Purchaser Groups, the Issuer ABRCF shall notify the Class B Note Purchasers and the Administrative Agent at least sixty (60) 60 days prior to such Scheduled Expiry Date of its desire to extend the Scheduled Expiry Date with respect to the Purchaser Groups, whereupon the Administrative Agent shall notify each Non-Conduit Purchaser and the Funding Agent with respect to each CP Conduit Purchaser Group of the IssuerABRCF’s desire to so extend the Scheduled Expiry Date. Each Non-Conduit Purchaser and each Funding Agent, on behalf of its CP Conduit Purchaser Group, shall notify the Administrative Agent and the Issuer ABRCF in writing of whether its Related such Purchaser Group agrees to an extension of the Scheduled Expiry Date with respect to such Purchaser Group; provided that failure by a Non-Conduit Purchaser or a Funding Agent to respond to such request shall not be construed con­strued as a consent by such Purchaser Group to such extension. The decision to extend or not extend shall be made by each Purchaser Group in its sole discretion. In the event that any Purchaser Group desires to extend its Scheduled Expiry Date for an amount that is less than its Class A Maximum Purchaser Group Invested Amount prior to the IssuerABRCF’s request for an extension, the IssuerABRCF, in its sole discretion, may accept such extension; provided, however, that such Purchaser Group (x) shall be deemed to be a Non-Extending Purchaser Group for purposes of Section 5A.7(c) 3.5 having a Purchaser Group Invested Amount equal to the excess of its Purchaser Group Invested Amount over the Class A a percentage of its Maximum Purchaser Group Invested Amount that will be available after the extension of its Scheduled Expiry Date equal to the percentage equivalent of a fraction, the numerator of which is the sum of the Purchaser Group Invested Amounts with respect to all Extending Purchaser Groups, other than such Purchaser Group and any other Purchaser Group reducing its Maximum Purchaser Group Invested Amount, and the denominator of which is the sum of the Maximum Purchaser Group Invested Amounts of all Extending Purchaser Groups, other than such Purchaser Group and any other Purchaser Group reducing its Maximum Purchaser Group Invested Amount and (y) shall be deemed to be an Extending Purchaser Group with a Class A Maximum Purchaser Group Invested Amount equal to the portion of its Class A Maximum Purchaser Group Invested Amount that will be available after the extension of its Scheduled Expiry Date. The Issuer shall not In connection with any request by ABRCF to extend the Scheduled Expiry Date with respect pursuant to any Purchaser Group without the prior written consent of each Class B Note Purchaser. The Administrator this Section 2.6(b), ABRCF shall provide written (i) to the Administrative Agent, who shall provide to each Purchaser Group, on or prior to the effective date of any such extension, a certificate of the principal financial officer of ABRCF to the effect set forth in Schedule 8.3(d) of the Base Indenture and (ii) notice to the each Rating Agencies Agency of any extension of its request to extend the Scheduled Expiry Date with respect to the Purchaser GroupsDate. (c) On any Business Day during the Series 20102008-1 Revolving Period, the Issuer ABRCF may, upon two (2) Business Days’ prior written notice to the Administrative Agent (effective effec­tive upon receipt) (with copies to the Administrator and the Indenture Trustee) reduce the Class A Series 2008-1 Maximum Invested Amount in an amount that together with any reduction of the Series 2011-1 Class A Maximum Invested Amount on such Business Day is equal to $10,000,000 or a whole multiple multi­ple of $1,000,000 in excess thereof; provided that no such termination or reduction shall be permitted (x) per­mitted if, after giving effect thereto and to any reduction in the Class A Series 2008-1 Invested Amount on such date, the Purchaser Group Invested Amount with respect to any Purchaser Group would exceed the Class A Maximum Purchaser Group Invested Amount with respect to such Purchaser Group then in effect or (y) on any Business Day during effect. Any reduc­tion in the Series 20112008-1 Revolving Period unless the Series 2011-1 Class A Maximum Invested Amount shall have been reduced on the same Business Day pursuant to Section 2.6(c) of the Series 0000-0 Xxxxxxxxx Supplement in an amount equal to the product of (i) the amount of the reduction of the Class A Maximum Invested Amount on such Business Day and (ii) a fraction, the numerator of which is equal to the Series 2011-1 Class A Maximum Invested Amount and the denominator of which is equal to the Class A Maximum Invested Amount, in each case before giving effect to any reduction thereof on such Business Day. Any reduction in the Class A Maximum Invested Amount shall be made on a pro rata basis to the Class A Maximum Purchaser Group Invested Amounts with respect to the Purchaser Groups, based on the Class A Maximum Purchaser Group Invested Amount with respect to each Purchaser Group; provided, that, if at any time there exists a Defaulting Purchaser Group. Once reduced, the Issuer may, by written notice to the Administrative Agent (who shall forward such notice to the Funding Agents), elect to allocate such reduction of the Class A Maximum Invested Amount, first, to reduce the Class A Maximum Purchaser Group Invested Amount Amounts may not be subsequently reinstated without each such Purchaser Group’s prior written consent, which consent shall be granted or not in the sole discretion of such Purchaser Group. (d) If, after receiving a request for extension of its Scheduled Expiry Date from ABRCF pursuant to Section 2.6(b), the Defaulting Funding Agent with respect to a CP Conduit Purchaser Group notifies ABRCF in writing of its decision not to extend its Scheduled Expiry Date as requested or fails to respond to ABRCF’s request within 30 days of its receipt of such request, at the request of ABRCF, such CP Conduit Purchaser and the APA Banks with respect to such CP Conduit Purchaser shall on a Distribution Date thereafter selected by ABRCF (but not belowor such other date as may be agreed by ABRCF, the Funding Agent and the Administrative Agent) assign all or any portion of their respective rights and obligations under this Supplement and the Series 2008-1 Notes pursuant to Section 11.1 to a replacement CP Conduit Purchaser and the APA Banks with respect to such replacement CP Conduit Purchaser selected by ABRCF upon payment by the replacement CP Conduit Purchaser and the APA Banks with respect to such replacement CP Conduit Purchaser (or upon payment by ABRCF as agreed to by ABRCF, the assignor and the assignee) of an amount equal to the sum of (i) the Purchaser Group Invested Amount with respect to such Defaulting Non-Extending Purchaser Group, and (ii) (A) if such Purchaser Group andincludes a Match Funding CP Conduit Purchaser, secondthe sum of (x) all accrued and unpaid Discount on all outstanding Commercial Paper issued by, or for the benefit of, such Match Funding CP Conduit Purchaser to fund the CP Funded Amount with respect to such Match Funding CP Conduit Purchaser from the issuance date(s) thereof to but excluding the date (the “Purchase Effective Date”) of the assignment to the replacement CP Conduit Purchaser and the APA Banks with respect to such CP Conduit Purchaser and (y) the aggregate Discount to accrue on all outstanding Commercial Paper issued by, or for the benefit of, such Match Funding CP Conduit Purchaser to fund the CP Funded Amount with respect to such Match Funding CP Conduit Purchaser from and including the Purchase Effective Date to and excluding the maturity date of each CP Tranche with respect to such Match Funding CP Conduit Purchaser or (B) if such Non-Extending Purchaser Group includes a Pooled Funding CP Conduit Purchaser, the sum of (x) the aggregate amount of accrued and unpaid Discount on or in respect of the Commercial Paper issued by, or for the benefit of, such Pooled Funding CP Conduit Purchaser allocated, in whole or in part, by the Funding Agent with respect to such Pooled Funding CP Conduit Purchaser, to reduce fund the Class A purchase or maintenance of the CP Funded Amount with respect to such Pooled Funding CP Conduit Purchaser as of the Purchase Effective Date and (y) the aggregate amount of Discount to accrue on or in respect of the Commercial Paper issued by, or for the benefit of, such Pooled Funding CP Conduit Purchaser allocated, in whole or in part, by the Funding Agent with respect to such Pooled Funding CP Conduit Purchaser, to fund the purchase or maintenance of the CP Funded Amount with respect to such Pooled Funding CP Conduit Purchaser from and including the Purchase Effective Date to and excluding the maturity dates of such Commercial Paper, and (iii) all accrued and unpaid interest on the APA Bank Funded Amount with respect to such Purchaser Group, calculated at the Alternate Base Rate or the applicable Adjusted LIBO Rate plus the Applicable Margin as of the Purchase Effective Date, and (iv) for each day from but excluding the last day of the Series 2008-1 Interest Period immediately preceding the Purchase Effective Date, an amount equal to (x) the CP Funded Amount with respect to such Non-Extending Purchaser Group on such day times (y) the Program Fee Rate divided by (z) 360, and (v) for each day from but excluding the last day of the Series 2008-1 Interest Period immediately preceding the Purchase Effective Date, an amount equal to (x) the excess, if any, of the Commitment Amount with respect to such Non-Extending Purchaser Group over the Purchaser Group Invested Amount with respect to such Purchaser Group on such day times (y) the Commitment Fee Rate divided by (z) 360, and (vi) all Article VII Costs then due and payable to such Non-Extending Purchaser Group, and (vii) without duplication, any other amounts then due and payable to such Non-Extending Purchaser Group pursuant to this Supplement. (e) ABRCF may at any time add a multi-seller commercial paper conduit as an additional CP Conduit Purchaser (an “Additional CP Conduit Purchaser”) and one or more banks providing support to the Additional CP Conduit Purchaser as APA Banks with respect to the Additional CP Conduit Purchaser (the “Related Additional APA Banks”), with the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld), by providing at least ten Business Days written notice of (i) the names of the Additional CP Conduit Purchaser, the Related Additional APA Banks and the funding agent with respect to the Additional CP Conduit Purchaser and the Related Additional APA Banks (the “Additional Funding Agent”), (ii) the date on which ABRCF desires to effect such addition (the “Purchaser Group Addition Date”), (iii) the proposed Maximum Purchaser Group Invested Amounts Amount with respect to the Additional CP Conduit Purchaser and the Related Additional APA Banks and (iv) the Commitment Percentage of each Purchaser Group on the Purchaser Group Addition Date, after giving effect to the addition of the remaining Additional CP Conduit Purchaser Groups and the Related Additional APA Banks. On the Purchaser Group Addition Date, each CP Conduit Purchaser, the APA Banks with respect to such CP Conduit Purchaser and the Funding Agent with respect to such CP Conduit Purchaser shall make an assignment and assumption to the Additional CP Conduit Purchaser, the Related Additional APA Banks and the Additional Funding Agent pursuant to Section 11.1, as described abovedirected by the Administrative Agent, with the result that after giving effect thereto, the Purchaser Group Invested Amount with respect to each such Purchaser Group shall equal the product of (x) the Series 2008-1 Invested Amount on the Purchaser Group Addition Date and (y) the Commitment Percentage of such Purchaser Group on the Purchaser Group Addition Date, after giving effect to the addition of the Additional CP Conduit Purchaser and the Related Additional APA Banks. No Purchaser Group shall be required to make any assignment unless such assigning Purchaser Group shall receive in cash an amount equal to the reduction in its Series 2008-1 Invested Amount.

Increases and Reductions of the Commitments; Extensions of the Commitments. (a) The Issuer may from time to time request that any Purchaser Group agree to increase its Class A Maximum Purchaser Group Invested Amount. An increase in any Class A Maximum Purchaser Group Invested Amount shall be effective hereunder if such Purchaser Group shall have agreed to such increase in its Class A Maximum Purchaser Group Invested Amount; provided, however, that no such increase in the Class A Maximum Purchaser Group Invested Amount of a Purchaser Group shall be effective hereunder on any date during the Series 20112010-1 Revolving Period unless the Series 20112010-1 Class A Maximum Purchaser Group Invested Amount of such Purchaser Group shall have been increased on the same date in an equal amount pursuant to Section 2.6(a) of the Series 20112010-1 Indenture Supplement. (b) If the Issuer desires to extend the Scheduled Expiry Date with respect to the Purchaser Groups, the Issuer shall notify the Class B Note Purchasers and the Administrative Agent at least sixty (60) days prior to such Scheduled Expiry Date of its desire to extend the Scheduled Expiry Date with respect to the Purchaser Groups, whereupon the Administrative Agent shall notify each Non-Conduit Purchaser and the Funding Agent with respect to each CP Conduit Purchaser Group of the Issuer’s desire to so extend the Scheduled Expiry Date. Each Non-Conduit Purchaser and each Funding Agent, on behalf of its CP Conduit Purchaser Group, shall notify the Administrative Agent and the Issuer in writing of whether its Related Purchaser Group agrees to an extension of the Scheduled Expiry Date with respect to such Purchaser Group; provided that failure by a Non-Conduit Purchaser or a Funding Agent to respond to such request shall not be construed as a consent by such Purchaser Group to such extension. The decision to extend or not extend shall be made by each Purchaser Group in its sole discretion. In the event that any Purchaser Group desires to extend its Scheduled Expiry Date for an amount that is less than its Class A Maximum Purchaser Group Invested Amount prior to the Issuer’s request for an extension, the Issuer, in its sole discretion, may accept such extension; provided, however, that such Purchaser Group (x) shall be deemed to be a Non-Extending Purchaser Group for purposes of Section 5A.7(c) having a Purchaser Group Invested Amount equal to the excess of its Purchaser Group Invested Amount over the Class A Maximum Purchaser Group Invested Amount that will be available after the extension of its Scheduled Expiry Date and (y) shall be deemed to be an Extending Purchaser Group with a Class A Maximum Purchaser Group Invested Amount equal to the portion of its Class A Maximum Purchaser Group Invested Amount that will be available after the extension of its Scheduled Expiry Date. The Issuer shall not extend the Scheduled Expiry Date with respect to any Purchaser Group without the prior written consent of each Class B Note Purchaser. The Administrator shall provide written notice to the Rating Agencies of any extension of the Scheduled Expiry Date with respect to the Purchaser Groups. (c) On any Business Day during the Series 20102011-1 Revolving Period, the Issuer may, upon two (2) Business Days’ prior written notice to the Administrative Agent (effective upon receipt) (with copies to the Administrator and the Indenture Trustee) reduce the Class A Maximum Invested Amount in an amount that together with any reduction of the Series 20112010-1 Class A Maximum Invested Amount on such Business Day is equal to $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that no such termination or reduction shall be permitted (x) if, after giving effect thereto and to any reduction in the Class A Invested Amount on such date, the Purchaser Group Invested Amount with respect to any Purchaser Group would exceed the Class A Maximum Purchaser Group Invested Amount with respect to such Purchaser Group then in effect or (y) on any Business Day during the Series 20112010-1 Revolving Period unless the Series 20112010-1 Class A Maximum Invested Amount shall have been reduced on the same Business Day pursuant to Section 2.6(c) of the Series 0000-0 Xxxxxxxxx Supplement in an amount equal to the product of (i) the amount of the reduction of the Class A Maximum Invested Amount on such Business Day and (ii) a fraction, the numerator of which is equal to the Series 20112010-1 Class A Maximum Invested Amount and the denominator of which is equal to the Class A Maximum Invested Amount, in each case before giving effect to any reduction thereof on such Business Day. Any reduction in the Class A Maximum Invested Amount shall be made on a pro rata basis to the Class A Maximum Purchaser Group Invested Amounts with respect to the Purchaser Groups, based on the Class A Maximum Purchaser Group Invested Amount with respect to each Purchaser Group; provided, that, if at any time there exists a Defaulting Purchaser Group, the Issuer may, by written notice to the Administrative Agent (who shall forward such notice to the Funding Agents), elect to allocate such reduction of the Class A Maximum Invested Amount, first, to reduce the Class A Maximum Purchaser Group Invested Amount of the Defaulting Purchaser Group to (but not below) the Purchaser Group Invested Amount with respect to such Defaulting Purchaser Group and, second, to reduce the Class A Maximum Purchaser Group Invested Amounts of the remaining Purchaser Groups as described above.

Increases and Reductions of the Commitments; Extensions of the Commitments. (a) The Issuer may from time to time request that any Purchaser Group agree to increase its Class A Maximum Purchaser Group Invested Amount. An increase in any Class A Maximum Purchaser Group Invested Amount shall be effective hereunder if such Purchaser Group shall have agreed to such increase in its Class A Maximum Purchaser Group Invested Amount; provided, however, that no such increase in the Class A Maximum Purchaser Group Invested Amount of a Purchaser Group shall be effective hereunder on any date during the Series 2011-1 Revolving Period unless the Series 2011-1 Class A Maximum Purchaser Group Invested Amount of such Purchaser Group shall have been increased on the same date in an equal amount pursuant to Section 2.6(a) of the Series 2011-1 Indenture Supplement. (b) If the Issuer desires to extend the Scheduled Expiry Date with respect to the Purchaser Groups, the Issuer shall notify the Class B Note Purchasers and the Administrative Agent at least sixty (60) days prior to such Scheduled Expiry Date of its desire to extend the Scheduled Expiry Date with respect to the Purchaser Groups, whereupon the Administrative Agent shall notify each Non-Conduit Purchaser and the Funding Agent with respect to each CP Conduit Purchaser Group of the Issuer’s desire to so extend the Scheduled Expiry Date. Each Non-Conduit Purchaser and each Funding Agent, on behalf of its CP Conduit Purchaser Group, shall notify the Administrative Agent and the Issuer in writing of whether its Related Purchaser Group agrees to an extension of the Scheduled Expiry Date with respect to such Purchaser Group; provided that failure by a Non-Conduit Purchaser or a Funding Agent to respond to such request shall not be construed as a consent by such Purchaser Group to such extension. The decision to extend or not extend shall be made by each Purchaser Group in its sole discretion. In the event that any Purchaser Group desires to extend its Scheduled Expiry Date for an amount that is less than its Class A Maximum Purchaser Group Invested Amount prior to the Issuer’s request for an extension, the Issuer, in its sole discretion, may accept such extension; provided, however, that such Purchaser Group (x) shall be deemed to be a Non-Extending Purchaser Group for purposes of Section 5A.7(c) having a Purchaser Group Invested Amount equal to the excess of its Purchaser Group Invested Amount over the Class A Maximum Purchaser Group Invested Amount that will be available after the extension of its Scheduled Expiry Date and (y) shall be deemed to be an Extending Purchaser Group with a Class A Maximum Purchaser Group Invested Amount equal to the portion of its Class A Maximum Purchaser Group Invested Amount that will be available after the extension of its Scheduled Expiry Date. The Issuer shall not extend the Scheduled Expiry Date with respect to any Purchaser Group without the prior written consent of each Class B Note Purchaser. The Administrator shall provide written notice to the Rating Agencies of any extension of the Scheduled Expiry Date with respect to the Purchaser Groups. (c) On any Business Day during the Series 2010-1 Revolving Period, the Issuer may, upon two (2) Business Days’ prior written notice to the Administrative Agent (effective upon receipt) (with copies to the Administrator and the Indenture Trustee) reduce the Class A Maximum Invested Amount in an amount that together with any reduction of the Series 2011-1 Class A Maximum Invested Amount on such Business Day is equal to $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that no such termination or reduction shall be permitted (x) if, after giving effect thereto and to any reduction in the Class A Invested Amount on such date, the Purchaser Group Invested Amount with respect to any Purchaser Group would exceed the Class A Maximum Purchaser Group Invested Amount with respect to such Purchaser Group then in effect or (y) on any Business Day during the Series 2011-1 Revolving Period unless the Series 2011-1 Class A Maximum Invested Amount shall have been reduced on the same Business Day pursuant to Section 2.6(c) of the Series 0000-0 Xxxxxxxxx Supplement in an amount equal to the product of (i) the amount of the reduction of the Class A Maximum Invested Amount on such Business Day and (ii) a fraction, the numerator of which is equal to the Series 2011-1 Class A Maximum Invested Amount and the denominator of which is equal to the Class A Maximum Invested Amount, in each case before giving effect to any reduction thereof on such Business Dayeffect. Any reduction in the Class A Maximum Invested Amount shall be made on a pro rata basis to the Class A Maximum Purchaser Group Invested Amounts with respect to the Purchaser Groups, based on the Class A Maximum Purchaser Group Invested Amount with respect to each Purchaser Group; provided, that, if at any time there exists a Defaulting Purchaser Group, the Issuer may, by written notice to the Administrative Agent (who shall forward such notice to the Funding Agents), elect to allocate such reduction of the Class A Maximum Invested Amount, first, to reduce the Class A Maximum Purchaser Group Invested Amount of the Defaulting Purchaser Group to (but not below) the Purchaser Group Invested Amount with respect to such Defaulting Purchaser Group and, second, to reduce the Class A Maximum Purchaser Group Invested Amounts of the remaining Purchaser Groups as described above.

Increases and Reductions of the Commitments; Extensions of the Commitments. (a) The Issuer may from time to time request that any Purchaser Group agree to increase its Class A Maximum Purchaser Group Invested Amount. An increase in any Class A Maximum Purchaser Group Invested Amount shall be effective hereunder if such Purchaser Group shall have agreed to such increase in its Class A Maximum Purchaser Group Invested Amount; provided, however, that no such increase in the Class A Maximum Purchaser Group Invested Amount of a Purchaser Group shall be effective hereunder on any date during the Series 2011-1 Revolving Period unless the Series 2011-1 Class A Maximum Purchaser Group Invested Amount of such Purchaser Group shall have been increased on the same date in an equal amount pursuant to Section 2.6(a) of the Series 2011-1 Indenture Supplement. (b) If the Issuer desires to extend the Scheduled Expiry Date with respect to the Purchaser GroupsPurchasers, the Issuer shall notify the Class B Note Purchasers and the Administrative Agent at least sixty (60) days no more than four months prior to such Scheduled Expiry Date of its desire to extend the Scheduled Expiry Date with respect to the Purchaser GroupsPurchasers, whereupon the Administrative Agent shall notify each Non-Conduit Purchaser and the Funding Agent with respect to each CP Conduit Purchaser Group of the Issuer’s 's desire to so extend the Scheduled Expiry Date. Each Non-Conduit Purchaser and each Funding Agent, on behalf of its CP Conduit Purchaser GroupPurchaser, shall notify the Administrative Agent and the Issuer in writing of whether its Related such Purchaser Group agrees to an extension of the Scheduled Expiry Date with respect to such Purchaser Groupwithin thirty days of the receipt of the request for extension; provided that failure by a Non-Conduit Purchaser or a Funding Agent to respond to such request shall not be construed as a consent by such Purchaser Group to such extension. The decision to extend or not extend shall be made by each Purchaser Group in its sole discretion. In the event that any Purchaser Group desires to extend its Scheduled Expiry Date for an amount that is less than its Class A Maximum Purchaser Group Invested Amount prior to the Issuer’s 's request for an extension, the Issuer, in its sole discretion, may accept such extension; provided, however, that such Purchaser Group (x) shall be deemed to be a Non-Extending Purchaser Group for purposes of Section 5A.7(cSECTION 5A.6(d) having a Purchaser Group Invested Amount equal to the excess of (A) its Purchaser Group Invested Amount over the Class A (B) a percentage of its Maximum Purchaser Group Invested Amount that will be available after the extension of its Scheduled Expiry Date equal to the percentage equivalent of a fraction, the numerator of which is the sum of the Purchaser Invested Amounts with respect to all Extending Purchasers, other than such Purchaser and any other Purchaser reducing its Maximum Purchaser Invested Amount, and the denominator of which is the sum of the Maximum Purchaser Invested Amounts of all Extending Purchasers, other than such Purchaser and any other Purchaser reducing its Maximum Purchaser Invested Amount, and (y) shall be deemed to be an Extending Purchaser Group with a Class A Maximum Purchaser Group Invested Amount equal to the portion of its Class A Maximum Purchaser Group Invested Amount that will be available after the extension of its Scheduled Expiry Date. The Issuer shall not extend the Scheduled Expiry Date with respect to any Purchaser Group without the prior written consent of each Class B Note Purchaser. The Administrator shall provide written notice to the Rating Agencies of any extension of the Scheduled Expiry Date with respect to the Purchaser Groups. (c) On any Business Day during the Series 2010-1 Revolving Period, the Issuer may, upon two (2) Business Days’ ' prior written notice to the Administrative Agent (effective upon receipt) (with copies to the Administrator and the Indenture Trustee) reduce the Class A Maximum Invested Amount in an amount that together with any reduction of the Series 2011-1 Class A Maximum Invested Amount on such Business Day is equal to $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that no such termination or reduction shall be permitted (x) if, after giving effect thereto and to any reduction in the Class A Invested Amount on such date, the Purchaser Group Invested Amount with respect to any Purchaser Group would exceed the Class A Maximum Purchaser Group Invested Amount with respect to such Purchaser Group then in effect or (y) on any Business Day during the Series 2011-1 Revolving Period unless the Series 2011-1 Class A Maximum Invested Amount shall have been reduced on the same Business Day pursuant to Section 2.6(c) of the Series 0000-0 Xxxxxxxxx Supplement in an amount equal to the product of (i) the amount of the reduction of the Class A Maximum Invested Amount on such Business Day and (ii) a fraction, the numerator of which is equal to the Series 2011-1 Class A Maximum Invested Amount and the denominator of which is equal to the Class A Maximum Invested Amount, in each case before giving effect to any reduction thereof on such Business Day. Any reduction in the Class A Maximum Invested Amount shall be made on a pro rata basis to the Class A Maximum Purchaser Group Invested Amounts with respect to the Purchaser Groups, based on the Class A Maximum Purchaser Group Invested Amount with respect to each Purchaser Group; provided, that, if at any time there exists a Defaulting Purchaser Group, the Issuer may, by written notice to the Administrative Agent (who shall forward such notice to the Funding Agents), elect to allocate such reduction of the Class A Maximum Invested Amount, first, to reduce the Class A Maximum Purchaser Group Invested Amount of the Defaulting Purchaser Group to (but not below) the Purchaser Group Invested Amount with respect to such Defaulting Purchaser Group and, second, to reduce the Class A Maximum Purchaser Group Invested Amounts of the remaining Purchaser Groups as described above.