Common use of Procedure for Initial Issuance Clause in Contracts

Procedure for Initial Issuance. and for Increasing the Series 2010-6 Invested Amount. (a) Subject to Section 2.3(c), (i) on the A&R Effective Date, (A) each Non-Conduit Purchaser shall purchase, and each CP Conduit Purchaser and/or APA Bank agree to purchase, a Class A Note in accordance with Section 2.1 and (B) each Committed Note Purchaser shall purchase a Class R Note in accordance with Section 2.1 and (ii) on any Business Day during the period from the A&R Effective Date to and including the Expiry Date (A) with respect to a Purchaser Group, in the case of a Non-Conduit Purchaser Group, the Related Non-Conduit Purchaser hereby agrees, or in the case of a CP Conduit Purchaser Group, the CP Conduit Purchaser in such CP Conduit Purchaser Group may agree, in its sole discretion, and each APA Bank with respect to such CP Conduit Purchaser hereby agrees that the Purchaser Group Invested Amount with respect to such Purchaser Group may be increased by an amount equal to its APA Bank Percentage of the Commitment Percentage with respect to such Purchaser Group of the Increase Amount (an “Increase”), upon the request of ABRCF (each date on which an increase in the Series 2010-6 Invested Amount occurs hereunder being herein referred to as the “Increase Date” applicable to such Increase) and (B) as a result of such Increase with respect to the Class A Notes as requested by ABRCF, each Committed Note Purchaser hereby agrees that the Class R Invested Amount with respect to such Committed Note Purchaser shall be increased by the minimum amount necessary to cause the Retention Test to be satisfied; provided, however, that ABRCF shall have given the Administrative Agent and each Committed Note Purchaser (with a copy to the Trustee) irrevocable (other than as specified in Section 2.3(e)) written notice (effective upon receipt), by telecopy (receipt confirmed), substantially in the form of Exhibit B together with a calculation (including of the components thereof) in a form reasonably acceptable to the Administrative Agent of the sum of (i) 44 the Series 2010-6 AESOP I Operating Loan Agreement Borrowing Base and (ii) the Series 2010-6 VFN Percentage of the excess, if any, of (x) the AESOP II Loan Agreement Borrowing Base over (y) the AESOP II DBRS Excluded Manufacturer Amount on the date of such notice, of such request no later than 3:00 p.m. (New York City time) on (A) with respect to a Deferrable Increase Notice, the third Business Day prior to such Increase Date or (B) with respect to a Non-Deferrable Increase Notice, the second Business Day prior to such Increase Date, as the case may be. Such notice shall state (x) the Increase Date, (y) the proposed amount of the increase in the Class A Invested Amount and the Class R Invested Amount, as applicable (in each case, an “Increase Amount”), as the case may be, and (z) whether a Delayed Funding Notice may be delivered in connection with such Increase pursuant to Section 2.3(e). The Commitment Percentage with respect to any Purchaser Group of the Increase Amount with respect to the Class A Notes set forth in any Non-Deferrable Increase Notice shall not exceed such Purchaser Group’s Non-Deferrable Draw Amount as of the related Increase Date.

Procedure for Initial Issuance. and for Increasing the Series 20102015-6 3 Invested Amount. (a) Subject to Section 2.3(c), (i) on the A&R Effective Series 2015-3 Closing Date, (A) each Non-Conduit Purchaser shall purchase, and each CP Conduit Purchaser and/or may agree, in its sole discretion, to purchase, and the APA Bank Banks with respect to such CP Conduit Purchaser shall agree to purchase, a Class A Note in accordance with Section 2.1 and (B) each Committed Note Purchaser shall purchase a Class R Note Series 2015-3 Note, in accordance with Section 2.1 and (ii) on any Business Day during the period from the A&R Effective Date to and including the Expiry Date (A) with respect to a Purchaser Group, in the case of a Non-Conduit Purchaser Group, the Related Non-Conduit Purchaser hereby agrees, or in the case of a CP Conduit Purchaser Group, the CP Conduit Purchaser in such CP Conduit Purchaser Group may agree, in its sole discretion, and each APA Bank with respect to such CP Conduit Purchaser hereby agrees that the Purchaser Group Invested Amount with respect to such Purchaser Group may be increased by an amount equal to its APA Bank Percentage of the Commitment Percentage with respect to such Purchaser Group of the Increase Amount (an “Increase”), upon the request of ABRCF (each date on which an increase in the Series 20102015-6 3 Invested Amount occurs hereunder being herein referred to as the “Increase Date” applicable to such Increase) and (B) as a result of such Increase with respect to the Class A Notes as requested by ABRCF, each Committed Note Purchaser hereby agrees that the Class R Invested Amount with respect to such Committed Note Purchaser shall be increased by the minimum amount necessary to cause the Retention Test to be satisfied); provided, however, that ABRCF shall have given the Administrative Agent and each Committed Note Purchaser (with a copy to the Trustee) irrevocable (other than as specified in Section 2.3(e)) written notice (effective upon receipt), by telecopy (receipt confirmed), substantially in the form of Exhibit B together with a calculation (including of the components thereof) in a form reasonably acceptable to the Administrative Agent of the sum of (i) 44 the Series 20102015-6 3 AESOP I Operating Loan Agreement Borrowing Base and (ii) the Series 20102015-6 3 VFN Percentage of the excess, if any, of (x) the AESOP II Loan Agreement Borrowing Base over (y) the AESOP II DBRS Excluded Manufacturer Amount on the date of such notice, of such request no later than 3:00 p.m. (New York City time) on (A) with respect to a Deferrable Increase Notice, the third Business Day prior to such Increase Date or (B) with respect to a Non-Deferrable Increase Notice, the second Business Day prior to the Series 2015-3 Closing Date or such Increase Date, as the case may be. Such notice shall state (x) the Series 2015-3 Closing Date or the Increase Date, as the case may be, (y) the initial invested amount (the “Series 2015-3 Initial Invested Amount”) or the proposed amount of the increase in the Class A Series 2015-3 Invested Amount and the Class R Invested Amount, as applicable (in each case, an “Increase Amount”), as the case may be, and (z) whether a Delayed Funding Notice Americas 90884077 (2K) 41 may be delivered in connection with such Increase pursuant to Section 2.3(e). The Commitment Percentage with respect to any Purchaser Group of the Increase Amount with respect to the Class A Notes set forth in any Non-Deferrable Increase Notice shall not exceed such Purchaser Group’s Non-Deferrable Draw Amount as of the related Increase Date.

Procedure for Initial Issuance. and for Increasing the Series 20101997-6 2 Invested Amount. (a) Subject to Section 2.3(csubsection 2.05(b), (i) on the A&R Effective Date, (A) each Non-Conduit Purchaser shall purchase, and each CP Conduit Purchaser and/or APA Bank agree to purchase, a Class A Note in accordance with Section 2.1 and (B) each Committed Note Purchaser shall purchase a Class R Note in accordance with Section 2.1 and (ii) on any Business Day during the period from the A&R Effective Date to and including the Expiry Date (A) with respect to a Commitment Period, each Purchaser Group, in the case of a Non-Conduit Purchaser Group, the Related Non-Conduit Purchaser hereby agrees, or in the case of a CP Conduit Purchaser Group, the CP Conduit Purchaser in such CP Conduit Purchaser Group may agree, in its sole discretion, and each APA Bank with respect to such CP Conduit Purchaser hereby agrees that the Purchaser Group Series 1997-2 Invested Amount with respect to such Purchaser Group may be increased by an amount equal to its APA Bank Percentage of the Commitment Percentage with respect to such increasing each Purchaser's Series 1997-2 Purchaser Group of the Increase Invested Amount (an “"Increase”"), up to an amount not exceeding each Purchaser's Commitment, upon the request of ABRCF the Master Servicer or the Company on behalf of the Trust (each date on which an increase in the Series 20101997-6 2 Invested Amount occurs Series 1997-2 Supplement hereunder being herein referred to as the “"Increase Date” " applicable to such Increase) and (B) as a result of such Increase with respect to the Class A Notes as requested by ABRCF, each Committed Note Purchaser hereby agrees that the Class R Invested Amount with respect to such Committed Note Purchaser shall be increased by the minimum amount necessary to cause the Retention Test to be satisfied); provided, however, that ABRCF the Master Servicer or the Company, as the case may be, shall have given the Administrative Agent and each Committed Note Purchaser (with a copy to the Trustee) irrevocable (other than as specified in Section 2.3(e)) written notice (effective upon receipt), by telecopy (receipt confirmed), substantially in the form of Exhibit B together with a calculation (including of the components thereof) in a form reasonably acceptable to the Administrative Agent of the sum of (i) 44 the Series 2010-6 AESOP I Operating Loan Agreement Borrowing Base and (ii) the Series 2010-6 VFN Percentage of the excess, if any, of (x) the AESOP II Loan Agreement Borrowing Base over (y) the AESOP II DBRS Excluded Manufacturer Amount on the date of such noticeF hereto, of such request no later than 3:00 p.m. (i) if the Initial Series 1997-2 Invested Amount or Increase Amount is to be priced solely with reference to the ABR, 1:00 p.m., New York City time) , on (A) with respect to a Deferrable Increase Notice, the third Business Day prior to such Increase Issuance Date or (B) with respect to a Non-Deferrable Increase Notice, the second Business Day prior to such Increase Date, as the case may be, or (ii) if all or a portion of the Initial Series 1997-2 Invested Amount or Increase Amount is to be allocated to a Eurodollar Tranche, 1:00 p.m., New York City time, three Business Days prior to the Issuance Date or such Increase Date, as the case may be; provided further that the provisions of this subsection shall not restrict the allocations of Collections pursuant to Article III. Such notice shall state (x) the Issuance Date or the Increase Date, as the case may be; (y) the Initial Series 1997-2 Invested Amount or the proposed amount of such Increase (the increase in the Class A Invested Amount and the Class R Invested Amount, as applicable (in each case, an “"Increase Amount”"), as the case may be, ; and (z) whether what portions thereof will be allocated to a Delayed Funding Notice may Eurodollar Tranche and the Floating Tranche. No Purchaser shall be delivered in connection obligated to fund any such Increase, unless concurrently with any such Increase pursuant in the Series 1997-2 Invested Amount, the Series 1997-2 Subordinated Interest Amount shall be increased by an amount (the "Series 1997-2 Subordinated Interest Increase Amount") such that after giving effect to Section 2.3(e). The Commitment Percentage with respect to any Purchaser Group of such increase, the Increase Series 1997-2 Adjusted Invested Amount with respect to plus the Class A Notes set forth in any NonSeries 1997-Deferrable Increase Notice shall not exceed such Purchaser Group’s Non2 Subordinated Interest Amount equals the Series 1997-Deferrable Draw Amount as of the related Increase Date2 Target Receivables Amount.

Procedure for Initial Issuance. and for Increasing the Series 2010-6 Invested Amount. (a) Subject to Section 2.3(c), (i) on the A&R Effective Date, (A) each Non-Conduit Purchaser shall purchase, and each CP Conduit Purchaser and/or APA Bank agree to purchase, a Class A Note in accordance with Section 2.1, (B) with respect to each Purchaser Group whose Class B Maximum Purchaser Group Invested Amount is greater than $0, each Non-Conduit Purchaser shall purchase, and each CP Conduit Purchaser may agree, in its sole discretion, to purchase, and the APA Banks with respect to such CP Conduit Purchaser shall agree to purchase, a Class B Note, in accordance with Section 2.1 and (BC) each Committed Note Purchaser shall purchase a Class R Note in accordance with Section 2.1 and (ii) on any Business Day during the period from the A&R Effective Date to and including the applicable Expiry Date (A) with respect to a Purchaser Group, in the case of a Non-Conduit Purchaser Group, the Related Non-Conduit Purchaser hereby agrees, or in the case of a CP Conduit Purchaser Group, the each CP Conduit Purchaser in such CP Conduit Purchaser Group may agree, in its sole discretion, and each APA Bank with respect to such CP Conduit Purchaser hereby agrees that the Purchaser Group Invested Amount with respect to each such Purchaser Group may be increased by an amount equal up to its APA Bank Percentage of the Class A Commitment Percentage and/or the Class B Commitment Percentage, as applicable, with respect to such Purchaser Group of the Increase Amount (an “Increase”), upon the request of ABRCF (each date on which an increase in the Series 2010-6 Invested Amount occurs hereunder being herein referred to as the “Increase Date” applicable to such Increase); provided that any such Increase shall be allocated (1) on a pro rata basis (based on the ratio of the Class A Maximum Invested Amount to the Class B Maximum Invested Amount) to the Class A Invested Amount and the Class B Invested Amount, and (2) with respect to each of the Class A Notes and the Class B Notes, on a pro rata basis to each applicable Purchaser Group (based on the Class A Commitment Percentage or the Class B Commitment Percentage, as applicable, of such Purchaser Group) and (B) as a result of such Increase with respect to the Class A Notes and the Class B Notes as requested by ABRCF, each Committed Note Purchaser hereby agrees that the Class R Invested Amount with respect to such Committed Note Purchaser shall be increased by the minimum amount necessary to cause the Retention Test to be satisfied; provided, however, that ABRCF shall have given the Administrative Agent and each Committed Note Purchaser (with a copy to the Trustee) irrevocable (other than as specified in Section 2.3(e)) written notice (effective upon receipt), by telecopy (receipt confirmed), substantially in the form of Exhibit B together with a calculation (including of the components thereof) in a form reasonably acceptable to the Administrative Agent of the sum of (i) 44 the Series 2010-6 AESOP I Operating Loan Agreement Borrowing Base and (ii) the Series 2010-6 VFN Percentage of the excess, if any, of (x) the AESOP II Loan Agreement Borrowing Base over (y) the AESOP II DBRS Excluded Manufacturer Amount on the date of such notice, of such request no later than 3:00 p.m. (New York City time) on (A) with respect to a Deferrable Increase Notice, the third Business Day prior to such Increase Date or (B) with respect to a Non-Deferrable Increase Notice, the second Business Day prior to such Increase Date, as the case may be. Such notice shall state (xw) the Increase Date, (yx) the proposed amount of the increase in the Class A Invested Amount, the Class B Invested Amount and the Class R Invested Amount, as applicable (in each case, an “Increase Amount”), as the case may be, (y) the amount of the Increase to be allocated to the Class A Purchaser Group Invested Amount and the Class B Purchaser Group Invested Amount of each Purchaser Group and (z) whether a Delayed Funding Notice may be delivered in connection with such Increase pursuant to Section 2.3(e). The Class A Commitment Percentage or the Class B Commitment Percentage with respect to any Purchaser Group of the Increase Amount with respect to the Class A Notes or the Class B Notes, as applicable, set forth in any Non-Deferrable Increase Notice shall not exceed such Purchaser Group’s Non-Deferrable Draw Amount as of the related Increase Date.