Appears in 5 contracts

Samples: Receivables Purchase Agreement (Patterson Companies, Inc.), Receivables Purchase Agreement (Patterson Companies, Inc.), Receivables Purchase Agreement (Patterson Companies, Inc.)

Appears in 2 contracts

Samples: Receivables Purchase Agreement (Avnet Inc), Receivables Purchase Agreement (Avnet Inc)

Extension of Liquidity Termination Date. (a) Seller may request one or more 364-day extensions of the Liquidity Termination Date then in effect by giving written notice of such request to the Agent (each such ~~notice,~~ notice an “Extension Notice”) at least 60 days prior to the Liquidity Termination Date then in effect. After the Agent’s receipt of any Extension Notice, the Agent shall promptly ~~notify~~ advise each Committed Purchaser Agent of such Extension Notice. After Agent’s and each Purchaser Agent’s receipt of any Extension Notice, Agent shall promptly notify the Financial Institutions in the MUFG Conduit’s Purchaser Group of such Extension Notice and each Purchaser Agent shall promptly notify the Financial Institutions in such Purchaser Agent’s Purchaser Group of such Extension Notice. Each ~~Financial Institution~~ Committed Purchaser may, in its sole discretion, by a revocable notice (a “Consent Notice”) given to the Agent ~~and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group~~ on or prior to the 30th day prior to the Liquidity Termination Date then in effect (such period from the date of the Extension Notice to such 30th day being referred to herein as the “Consent Period”), consent to such extension of such Liquidity Termination Date; provided, however, that, except as provided in Section 4.6(b), such extension shall not be effective with respect to any of the ~~Financial Institutions~~ Committed Purchasers if any one or more ~~Financial Institutions~~Committed Purchasers: (i) notifies the Agent ~~and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group~~ during the Consent Period that such ~~Financial Institution~~ Committed Purchaser either does not wish to consent to such extension or wishes to revoke its prior Consent Notice or (ii) fails to respond to the Agent ~~and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group~~ within the Consent Period (each ~~Financial Institution or its related Conduit, as the case may be,~~ Committed Purchaser that does not wish to consent to such extension or wishes to revoke its prior Consent Notice of or fails to respond to ~~Agent and, if applicable, such Purchaser~~ the Agent within the Consent Period is herein referred to as a “Non-Renewing ~~Financial Institution~~Committed Purchaser”). If none of the events described in the foregoing clauses (i) or (ii) occurs during the Consent Period and all Consent Notices have been received, then, the Liquidity Termination Date shall be irrevocably extended until the date that is 364 days after the Liquidity Termination Date then in effect. The Agent shall promptly notify Seller of any Consent Notice or other notice received by the Agent pursuant to this Section 4.6(a). (b) Upon receipt of notice from the Agent ~~or, if applicable, a Purchaser Agent,~~ pursuant to Section 4.6(a) of any Non-Renewing ~~Financial Institution~~ Committed Purchaser or that the Liquidity Termination Date has not been extended, one or more of the ~~Financial Institutions~~ Committed Purchasers (including any Non-Renewing ~~Financial Institution~~Committed Purchaser) may proffer to ~~Agent,~~ the ~~Conduit in such Non-Renewing Financial Institution’s Purchaser Group and, if applicable, the Purchaser~~ Agent ~~in such Non-Renewing Financial Institution’s Purchaser Group~~ and each Funding Agent the names of one or more institutions meeting the criteria set forth in Section 12.1(b)(i) that are willing to accept assignments of and assume the rights and obligations under this Agreement and the other applicable Transaction Documents of the Non-Renewing ~~Financial Institution~~Committed Purchaser. Provided the proffered name(s) are acceptable to the Agent and each Funding Agent, the Conduit in such Non-Renewing Financial Institution’s Purchaser Group and, if applicable, the Purchaser Agent in such Non-Renewing Financial Institution’s Purchaser Group, Agent shall notify each Purchaser Agent and the remaining Financial Institutions in the MUFG Conduit’s Purchaser Group of such fact and each Purchaser Agent shall notify the remaining ~~Financial Institutions in such Purchaser Agent’s Purchaser Group~~ Committed Purchasers of such fact, and the then existing Liquidity Termination Date shall be extended for an additional 364 days upon satisfaction of the conditions for an assignment in accordance with Section ~~12.1,~~ 12.1 and the Commitment of each Non-Renewing ~~Financial Institution~~ Committed Purchaser shall be reduced to zero. If the rights and obligations under this Agreement and the other applicable Transaction Documents of each Non-Renewing ~~Financial Institution~~ Committed Purchaser are not assigned as contemplated by this Section 4.6(b) (each such Non-Renewing ~~Financial Institution or its related Conduit, as the case may be,~~ Committed Purchaser whose rights and obligations under this Agreement and the other applicable Transaction Documents are not so assigned is herein referred to as a “Terminating ~~Financial Institution~~Committed Purchaser”) and at least one ~~Financial Institution~~ Committed Purchaser is not a Non-Renewing ~~Financial Institution~~Committed Purchaser, the then existing Liquidity Termination Date shall be extended for an additional 364 days; provided, however, that (i) each of the Purchase Limit and the relevant Group Purchase Limit shall be reduced on the Liquidity Termination Date ~~applicable~~ that such Terminating Committed Purchaser did not consent to ~~each Terminating Financial Institution~~ extend by an aggregate amount equal to the Terminating Commitment Availability as of such date of each Terminating ~~Financial Institution~~ Committed Purchaser and shall thereafter continue to be reduced by amounts equal to any reduction in the Capital of any Terminating ~~Financial Institution~~ Committed Purchaser (after application of Collections pursuant to Sections 2.2 and 2.3), ) and (ii) the Conduit Purchase Limit of each Conduit shall be reduced by the aggregate amount of the Terminating Commitment Amount of each Terminating Financial Institution in such Conduit’s Purchaser Group and (iii) the Commitment of each Terminating ~~Financial Institution~~ Committed Purchaser shall be reduced to zero on the Termination Date applicable to such Terminating ~~Financial Institution~~Committed Purchaser. Upon reduction to zero of the Capital of all of the Purchaser Interests of a Terminating ~~Financial Institution~~ Committed Purchaser (after application of Collections thereto pursuant to ~~Section~~ Sections 2.2 and 2.3), ) all rights and obligations of such Terminating ~~Financial Institution~~ Committed Purchaser hereunder shall be terminated and such Terminating ~~Financial Institution~~ Committed Purchaser shall no longer be a “~~Financial Institution~~Committed Purchaser”; provided, however, that the provisions of Article X shall continue in effect for its benefit with respect to ~~the Capital~~ Purchaser Interests held by such Terminating ~~Financial Institution~~ Committed Purchaser prior to its termination as a Financial Institution. For the avoidance of doubt, each reference to a Financial Institution in the context of a Terminating Financial Institution shall be deemed to refer to the related Conduit if such Conduit continues to have Capital outstanding as a Terminating Financial InstitutionCommitted Purchaser. (c) Any requested extension of the Liquidity Termination Date may be approved or disapproved by a ~~Financial Institution~~ Committed Purchaser in its sole discretion. In the event that the Commitments are not extended in accordance with the provisions of this Section 4.6, the Commitment of each ~~Financial Institution~~ Committed Purchaser shall be reduced to zero on the Liquidity Termination Date. Upon reduction to zero of the Commitment of a ~~Financial Institution~~ Committed Purchaser and upon reduction to zero of the Capital of ~~such Financial Institution,~~ all of the Committed Purchaser Interests all rights and obligations of such ~~Financial Institution~~ Committed Purchaser hereunder shall be terminated and such ~~Financial Institution~~ Committed Purchaser shall no longer be a “~~Financial Institution~~Committed Purchaser”; provided, however, that the provisions of Article X shall continue in effect for its benefit with respect to ~~the Capital~~ Purchaser Interests held by such ~~Financial Institution~~ Committed Purchaser prior to its termination as a ~~Financial Institution~~Committed Purchaser.

Appears in 2 contracts

Samples: Receivables Purchase Agreement (Energizer Holdings Inc), Receivables Purchase Agreement (Energizer Holdings Inc)

Appears in 2 contracts

Samples: Receivables Purchase Agreement (Patterson Companies, Inc.), Receivables Purchase Agreement (Patterson Companies, Inc.)

Extension of Liquidity Termination Date. ~~(a)~~ The Seller may request ~~one or more 364-day extensions of~~ that an Investor extend the Liquidity Termination Date (such date or such date as it may have been previously extended pursuant to this Agreement is hereinafter referred to as the “Liquidity Termination Date”) for such Investor to the date occurring 364 days (or less) past the then ~~in effect~~ applicable Liquidity Termination Date for such Investor by giving written notice of such request ~~to Agent~~ (~~each such notice,~~ an “Extension ~~Notice~~Request”) ~~at least~~ to the Managing Agent for such Investor. Such Extension Request shall be delivered no more than 60 days and no less than 30 days prior to the then applicable Liquidity Termination Date ~~then~~ for such Investor. If the applicable Investor, or its Managing Agent on such Investor’s behalf, advises the Seller in ~~effect. After Agent’s receipt~~ writing by the later of any Extension Notice, Agent shall promptly notify each Purchaser Agent of such Extension Notice. After Agent’s and each Purchaser Agent’s receipt of any Extension Notice, Agent shall promptly notify (i) the Financial Institutions in the MUFG Conduit’s Purchaser Group of such Extension Notice and each Purchaser Agent shall promptly notify the Financial Institutions in such Purchaser Agent’s Purchaser Group of such Extension Notice. Each Financial Institution may, in its sole discretion, by a revocable notice (a “Consent Notice”) given to Agent and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group on or date that is 30 days prior to the ~~30th day prior to the~~ then applicable Liquidity Termination Date ~~then in effect~~ for such Investor and (ii) the date that is 10 days after such Investor receives an Extension Request (such ~~period from the date of the Extension Notice to such 30th day being referred to herein as~~ later date, the “~~Consent Period~~Reply Date”), consent to such extension of such Liquidity Termination Date; provided, however, that, except as provided in Section 4.6(b), such extension shall not be effective with respect to any of the Financial Institutions if any one or more Financial Institutions: (i) notifies Agent and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group during the Consent Period that such ~~Financial Institution either does not wish~~ Investor consents to ~~consent to such extension or wishes to revoke its prior Consent Notice or (ii) fails to respond to Agent and, if applicable,~~ the Purchaser Agent in such Financial Institution’s Purchaser Group within the Consent Period (each Financial Institution or its related Conduit, as the case may be, that does not wish to consent to such extension or wishes to revoke its prior Consent Notice of fails to respond to Agent and, if applicable, such Purchaser Agent within the Consent Period is herein referred to as a “Non-Renewing Financial Institution”). If none of the events described in the foregoing clauses (i) or (ii) occurs during the Consent Period and all Consent Notices have been received, thenrequested extension, the Liquidity Termination Date ~~shall~~ for such Investor will be ~~irrevocably extended until~~ the date following the then applicable Liquidity Termination Date for such Investor that is ~~364 days after~~ specified by such Investor in writing as its new Liquidity Termination Date. If neither the Investor, nor its Managing Agent on such Investor’s behalf, responds to the Seller’s Extension Request by the Reply Date for such Investor, such Investor will be deemed to have denied the Seller’s Extension Request. Notwithstanding any of the foregoing, an Extension Request that is delivered by the Seller to an Investor prior to then applicable Liquidity Termination Date for such Investor may, with the written consent of the Seller, be accepted in writing by such Investor at any time prior to the then applicable Liquidity Termination Date for such Investor; in such case, the Liquidity Termination Date for such Investor will be the date following the then in effect. Agent shall promptly notify Seller of any Consent Notice or other notice received by Agent pursuant to this Section 4.6(a). (b) Upon receipt of notice from Agent or, if applicable, a Purchaser Agent, pursuant to Section 4.6(a) of any Non-Renewing Financial Institution or that the applicable Liquidity Termination Date ~~has not been extended, one or more of the Financial Institutions (including any Non-Renewing Financial Institution) may proffer to Agent, the Conduit in~~ for such Non-Renewing Financial Institution’s Purchaser Group and, if applicable, the Purchaser Agent in such Non-Renewing Financial Institution’s Purchaser Group the names of one or more institutions meeting the criteria set forth in Section 12.1(b)(i) Investor that are willing to accept assignments of and assume the rights and obligations under this Agreement and the other applicable Transaction Documents of the Non-Renewing Financial Institution. Provided the proffered name(s) are acceptable to Agent, the Conduit in such Non-Renewing Financial Institution’s Purchaser Group and, if applicable, the Purchaser Agent in such Non-Renewing Financial Institution’s Purchaser Group, Agent shall notify each Purchaser Agent and the remaining Financial Institutions in the MUFG Conduit’s Purchaser Group of such fact and each Purchaser Agent shall notify the remaining Financial Institutions in such Purchaser Agent’s Purchaser Group of such fact, and the then existing Liquidity Termination Date shall be extended for an additional 364 days upon satisfaction of the conditions for an assignment in accordance with Section 12.1, and the Commitment of each Non-Renewing Financial Institution shall be reduced to zero. If the rights and obligations under this Agreement and the other applicable Transaction Documents of each Non-Renewing Financial Institution are not assigned as contemplated by this Section 4.6(b) (each such Non-Renewing Financial Institution or its related Conduit, as the case may be, whose rights and obligations under this Agreement and the other applicable Transaction Documents are not so assigned is herein referred to as a “Terminating Financial Institution”) and at least one Financial Institution is not a Non-Renewing Financial Institution, the then existing Liquidity Termination Date shall be extended for an additional 364 days; provided, however, that (i) the Purchase Limit shall be reduced on the Termination Date applicable to each Terminating Financial Institution by an aggregate amount equal to the Terminating Commitment Availability as of such date of each Terminating Financial Institution and shall thereafter continue to be reduced by amounts equal to any reduction in the Capital of any Terminating Financial Institution (after application of Collections pursuant to Sections 2.2 and 2.3), (ii) the Conduit Purchase Limit of each Conduit shall be reduced by the aggregate amount of the Terminating Commitment Amount of each Terminating Financial Institution in such Conduit’s Purchaser Group and (iii) the Commitment of each Terminating Financial Institution shall be reduced to zero on the Termination Date applicable to such Terminating Financial Institution. Upon reduction to zero of the Capital of a Terminating Financial Institution (after application of Collections thereto pursuant to Section 2.2 and 2.3), all rights and obligations of such Terminating Financial Institution hereunder shall be terminated and such Terminating Financial Institution shall no longer be a “Financial Institution”; provided, however, that the provisions of Article X shall continue in effect for its benefit with respect to the Capital held specified by such ~~Terminating Financial Institution prior to~~ Investor in writing as its termination as a Financial Institution. For the avoidance of doubt, each reference to a Financial Institution in the context of a Terminating Financial Institution shall be deemed to refer to the related Conduit if such Conduit continues to have Capital outstanding as a Terminating Financial Institution. (c) Any requested extension of the Liquidity Termination Date may be approved or disapproved by a Financial Institution in its sole discretion. In the event that the Commitments are not extended in accordance with the provisions of this Section 4.6, the Commitment of each Financial Institution shall be reduced to zero on the new Liquidity Termination Date. Upon reduction to zero of the Commitment of a Financial Institution and upon reduction to zero of the Capital of such Financial Institution, all rights and obligations of such Financial Institution hereunder shall be terminated and such Financial Institution shall no longer be a “Financial Institution”; provided, however, that the provisions of Article X shall continue in effect for its benefit with respect to the Capital held by such Financial Institution prior to its termination as a Financial Institution.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Bon Ton Stores Inc)

Extension of Liquidity Termination Date. (a) The Administrative Seller may request one or more 364-day extensions of the Liquidity Termination Date then in effect by giving written notice of such request to the Agent (each such ~~notice,~~ notice an “Extension Notice”) at least 60 90 days prior to the Liquidity Termination Date then in effect. After the Agent’s receipt of any Extension Notice, the Agent shall promptly ~~notify~~ advise each ~~Purchaser Agent of such Extension Notice. After Agent’s and each Purchaser Agent’s receipt of any Extension Notice, Agent shall promptly notify the~~ Financial ~~Institutions in the MUFG Conduit’s Purchaser Group of such Extension Notice and each Purchaser Agent shall promptly notify the Financial Institutions in such Purchaser Agent’s Purchaser Group~~ Institution of such Extension Notice. Each Financial Institution may, in its sole discretion, by a ~~revocable~~ written irrevocable notice (a “Consent Notice”) given to the Agent ~~and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group~~ on or prior to the 30th day prior to the Liquidity Termination Date then in effect (such period from the date of the Extension Notice to such 30th day being referred to herein as the “Consent Period”), consent to such extension of such Liquidity Termination Date; provided, however, ~~that, except as provided in Section 4.6(b),~~ that such extension shall not be effective with respect to ~~any of the~~ a Financial ~~Institutions~~ Institution if ~~any one or more~~ such Financial ~~Institutions~~Institution: (i) notifies the Agent ~~and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group~~ during the Consent Period that such Financial Institution ~~either~~ does not wish to consent to such extension or ~~wishes to revoke its prior Consent Notice or~~ (ii) fails to respond to the Agent ~~and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group~~ within the Consent Period (each Financial Institution ~~or its related Conduit, as the case may be,~~ that does not wish to consent to such extension or ~~wishes to revoke its prior Consent Notice of~~ fails to respond to ~~Agent and, if applicable, such Purchaser~~ the Agent within the Consent Period is herein referred to as a “~~Non-Renewing~~ Nonrenewing Financial Institution”). If ~~none~~ at the end of the ~~events described in the foregoing clauses (i) or (ii) occurs during the~~ Consent ~~Period and all Consent Notices have been received~~Period, there is no Nonrenewing Financial Institution then, the Liquidity Termination Date shall be irrevocably extended until the date that is 364 days after the Liquidity Termination Date then in effect. ~~Agent shall promptly notify Seller~~ If at the end of ~~any~~ the Consent ~~Notice or other notice received by Agent pursuant to this Section 4.6(a). (b) Upon receipt of notice from Agent or~~Period there is a Nonrenewing Financial Institution, ~~if applicable, a Purchaser Agent, pursuant to Section 4.6(a) of any Non-Renewing~~ then unless such Nonrenewing Financial Institution or that the Liquidity Termination Date has not been extended, one or more of the Financial Institutions (including any Non-Renewing Financial Institution) may proffer to Agent, the Conduit in such Non-Renewing Financial Institution’s Purchaser Group and, if applicable, the Purchaser Agent in such Non-Renewing Financial Institution’s Purchaser Group the names of one or more institutions meeting the criteria set forth in Section 12.1(b)(i) that are willing to accept assignments of and assume the assigns its rights and obligations ~~under this Agreement and the other applicable Transaction Documents of the Non-Renewing Financial Institution. Provided the proffered name(s) are acceptable~~ hereunder pursuant to Agent, the Conduit in such Non-Renewing Financial Institution’s Purchaser Group and, if applicable, the Purchaser Agent in such Non-Renewing Financial Institution’s Purchaser Group, Agent shall notify each Purchaser Agent and the remaining Financial Institutions in the MUFG Conduit’s Purchaser Group of such fact and each Purchaser Agent shall notify the remaining Financial Institutions in such Purchaser Agent’s Purchaser Group of such fact, and the then existing Liquidity Termination Date shall be extended for an additional 364 days upon satisfaction of the conditions for an assignment in accordance with Section 12.1, and the Commitment of each Non-Renewing Financial Institution shall be reduced to zero. If the rights and obligations under this Agreement and the other applicable Transaction Documents of each Non-Renewing Financial Institution are not assigned as contemplated by this Section 4.6(b) (each such ~~Non-Renewing~~ Nonrenewing Financial Institution ~~or its related Conduit, as the case may be,~~ whose rights and obligations under this Agreement and the other applicable Transaction Documents are not so assigned is herein referred to as a “Terminating Financial Institution”~~) and at least one Financial Institution is not a Non-Renewing Financial Institution~~), the then existing Liquidity Termination Date shall be extended for an additional 364 ~~days~~days with respect to all Financial Institutions other than the Terminating Financial Institution; provided, however, that (i) the Purchase Limit shall be reduced on the Termination Date applicable to each Terminating Financial Institution by an aggregate amount equal to the Terminating Commitment Availability ~~as of such date~~ of each Terminating Financial Institution and shall thereafter continue to be reduced by amounts equal to any reduction in the Capital of any Terminating Financial Institution (after application of Collections pursuant to Sections 2.2 and 2.3), (ii) the ~~Conduit~~ Company Purchase Limit of each ~~Conduit~~ Company shall be reduced by the aggregate amount of the Terminating Commitment Amount of each Terminating Financial Institution in such ~~Conduit~~Company’s Purchaser Group and (iii) the Commitment of each Terminating Financial Institution shall be reduced to zero on the Termination Date applicable to such Terminating Financial Institution. Upon reduction to zero of the Capital of all of the Purchaser Interests of a Terminating Financial Institution (after application of Collections thereto pursuant to ~~Section~~ Sections 2.2 and 2.3), ) all rights and obligations of such Terminating Financial Institution hereunder shall be terminated and such Terminating Financial Institution shall no longer be a “Financial Institution”; provided, however, that the provisions of Article X shall continue in effect for its benefit with respect to ~~the Capital~~ Purchaser Interests held by such Terminating Financial Institution prior to its termination as a Financial Institution. ~~For~~ AMENDMENT NO. 7 TO FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT AND REAFFIRMATION OF PERFORMANCE UNDERTAKING (b) Upon receipt of notice from the ~~avoidance~~ Agent pursuant to Section 4.6(a) of ~~doubt~~any Nonrenewing Financial Institution, one or more of the Financial Institutions (including any Nonrenewing Financial Institution) may proffer to the Agent and the Company in such Nonrenewing Financial Institution’s Purchaser Group the names of one or more institutions meeting the criteria set forth in Section 12.1(b)(i) that are willing to accept assignments of and assume the rights and obligations under this Agreement and the other applicable Transaction Documents of the Nonrenewing Financial Institution. Provided the proffered name(s) are acceptable to the Agent and the Company in such Nonrenewing Financial Institution’s Purchaser Group, the Agent shall notify the remaining Financial Institutions of such fact, and the then existing Liquidity Termination Date shall be extended for an additional 364 days upon satisfaction of the conditions for an assignment in accordance with Section 12.1, and the Commitment of each ~~reference to a Financial Institution in the context of a Terminating~~ Nonrenewing Financial Institution shall be ~~deemed~~ reduced to ~~refer to the related Conduit if such Conduit continues to have Capital outstanding as a Terminating Financial Institution~~zero. (c) Any requested extension ~~of the Liquidity Termination Date~~ may be approved or disapproved by a Financial Institution in its sole discretion. In the event that the Commitments are not extended in accordance with the provisions of this Section 4.6, the Commitment of each Financial Institution shall be reduced to zero on the Liquidity Termination Date. Upon reduction to zero of the Commitment of a Financial Institution and upon reduction to zero of the Capital of all of the Purchaser Interests of such Financial ~~Institution,~~ Institution all rights and obligations of such Financial Institution hereunder shall be terminated and such Financial Institution shall no longer be a “Financial Institution”; provided, however, that the provisions of Article X shall continue in effect for its benefit with respect to ~~the Capital~~ Purchaser Interests held by such Financial Institution prior to its termination as a Financial Institution. (q) Section 7.2(d) of the Receivables Purchase Agreement is hereby amended by deleting in its entirety the phrase “upon or with respect to any Term-out Period Advance Account or any amounts from time to time on deposit therein or credited thereto,” where it appears in the first sentence therein. (r) Section 9.1(c) of the Receivables Purchase Agreement is hereby amended by amending and restating such section in its entirety to read as follows:

Appears in 1 contract

Samples: Receivables Purchase Agreement (Dean Foods Co)

Appears in 1 contract

Samples: Receivables Purchase Agreement (Cardinal Health Inc)

Extension of Liquidity Termination Date. (a) The Administrative Seller may request one or more 364-day extensions of the Liquidity Termination Date then in effect by giving written notice of such request to the Agent (each such ~~notice,~~ notice an “"Extension Notice”") at least 60 days prior to the Liquidity Termination Date then in effect. After the Agent’s 's receipt of any Extension Notice, the Agent shall promptly ~~notify~~ advise each ~~Purchaser Agent of such Extension Notice. After Agent’s and each Purchaser Agent’s receipt of any Extension Notice, Agent shall promptly notify the~~ Financial ~~Institutions in the MUFG Conduit’s Purchaser Group of such Extension Notice and each Purchaser Agent shall promptly notify the Financial Institutions in such Purchaser Agent’s Purchaser Group~~ Institution of such Extension Notice. Each Financial Institution may, in its sole discretion, by a ~~revocable~~ written irrevocable notice (a “"Consent Notice”") given to the Agent ~~and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group~~ on or prior to the 30th day prior to the Liquidity Termination Date then in effect (such period from the date of the Extension Notice to such 30th day being referred to herein as the “"Consent Period”"), consent to such extension of such Liquidity Termination Date; provided, however, ~~that, except as provided in Section 4.6(b),~~ that such extension shall not be effective with respect to ~~any of the~~ a Financial ~~Institutions~~ Institution if ~~any one or more~~ such Financial ~~Institutions~~Institution: (i) notifies the Agent ~~and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group~~ during the Consent Period that such Financial Institution ~~either~~ does not wish to consent to such extension or ~~wishes to revoke its prior Consent Notice or~~ (ii) fails to respond to the Agent ~~and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group~~ within the Consent Period (each Financial Institution ~~or its related Conduit, as the case may be,~~ that does not wish to consent to such extension or ~~wishes to revoke its prior Consent Notice of~~ fails to respond to ~~Agent and, if applicable, such Purchaser~~ the Agent within the Consent Period is herein referred to as a “"Non-Renewing Financial Institution”"). If ~~none~~ at the end of the ~~events described in the foregoing clauses (i) or (ii) occurs during the~~ Consent ~~Period and all Consent Notices have been received~~Period, there is no Non-Renewing Financial Institution then, the Liquidity Termination Date shall be irrevocably extended until the date that is 364 days after the Liquidity Termination Date then in effect. ~~Agent~~ If at the end of the Consent Period there is a Non-Renewing Financial Institution, then unless such Non-Renewing Financial Institution assigns its rights and obligations hereunder pursuant to Section 4.6(b) (each such Non-Renewing Financial Institution whose rights and obligations under this Agreement and the other applicable Transaction Documents are not so assigned is herein referred to as a "Terminating Financial Institution"), the then existing Liquidity Termination Date shall ~~promptly notify Seller~~ be extended for an additional 364 days with respect to all Financial Institutions other than the Terminating Financial Institution; provided, however, that (i) the Purchase Limit shall be reduced on the Termination Date applicable to each Terminating Financial Institution by an aggregate amount equal to the Terminating Commitment Availability of each Terminating Financial Institution and shall thereafter continue to be reduced by amounts equal to any reduction in the Capital of any ~~Consent Notice or other notice received by Agent~~ Terminating Financial Institution (after application of Collections pursuant to ~~this Section 4.6(a~~Sections 2.2 and 2.3), (ii) the Company Purchase Limit of each Company shall be reduced by the aggregate amount of the Terminating Commitment THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT Amount of each Terminating Financial Institution in such Company's Purchaser Group and (iii) the Commitment of each Terminating Financial Institution shall be reduced to zero on the Termination Date applicable to such Terminating Financial Institution. Upon reduction to zero of the Capital of all of the Purchaser Interests of a Terminating Financial Institution (after application of Collections thereto pursuant to Sections 2.2 and 2.3) all rights and obligations of such Terminating Financial Institution hereunder shall be terminated and such Terminating Financial Institution shall no longer be a "Financial Institution"; provided, however, that the provisions of Article X shall continue in effect for its benefit with respect to Purchaser Interests held by such Terminating Financial Institution prior to its termination as a Financial Institution. (b) Upon receipt of notice from the Agent ~~or, if applicable, a Purchaser Agent,~~ pursuant to Section 4.6(a) of any Non-Renewing Financial ~~Institution or that the Liquidity Termination Date has not been extended~~Institution, one or more of the Financial Institutions (including any Non-Renewing Financial Institution) may proffer to ~~Agent,~~ the ~~Conduit~~ Agent and the Company in such Non-Renewing Financial Institution~~’s Purchaser Group and, if applicable, the Purchaser Agent in such Non-Renewing Financial Institution’s~~ 's Purchaser Group the names of one or more institutions meeting the criteria set forth in Section 12.1(b)(i) that are willing to accept assignments of and assume the rights and obligations under this Agreement and the other applicable Transaction Documents of the Non-Renewing Financial Institution. Provided the proffered name(s) are acceptable to ~~Agent,~~ the ~~Conduit~~ Agent and the Company in such Non-Renewing Financial Institution~~’s Purchaser Group and, if applicable, the Purchaser Agent in such Non-Renewing Financial Institution’s~~ 's Purchaser Group, ~~Agent shall notify each Purchaser Agent and~~ the ~~remaining Financial Institutions in the MUFG Conduit’s Purchaser Group of such fact and each Purchaser~~ Agent shall notify the remaining Financial Institutions ~~in such Purchaser Agent’s Purchaser Group~~ of such fact, and the then existing Liquidity Termination Date shall be extended for an additional 364 days upon satisfaction of the conditions for an assignment in accordance with Section 12.1, and the Commitment of each Non-Renewing Financial Institution shall be reduced to zero. If the rights and obligations under this Agreement and the other applicable Transaction Documents of each Non-Renewing Financial Institution are not assigned as contemplated by this Section 4.6(b) (each such Non-Renewing Financial Institution or its related Conduit, as the case may be, whose rights and obligations under this Agreement and the other applicable Transaction Documents are not so assigned is herein referred to as a “Terminating Financial Institution”) and at least one Financial Institution is not a Non-Renewing Financial Institution, the then existing Liquidity Termination Date shall be extended for an additional 364 days; provided, however, that (i) the Purchase Limit shall be reduced on the Termination Date applicable to each Terminating Financial Institution by an aggregate amount equal to the Terminating Commitment Availability as of such date of each Terminating Financial Institution and shall thereafter continue to be reduced by amounts equal to any reduction in the Capital of any Terminating Financial Institution (after application of Collections pursuant to Sections 2.2 and 2.3), (ii) the Conduit Purchase Limit of each Conduit shall be reduced by the aggregate amount of the Terminating Commitment Amount of each Terminating Financial Institution in such Conduit’s Purchaser Group and (iii) the Commitment of each Terminating Financial Institution shall be reduced to zero on the Termination Date applicable to such Terminating Financial Institution. Upon reduction to zero of the Capital of a Terminating Financial Institution (after application of Collections thereto pursuant to Section 2.2 and 2.3), all rights and obligations of such Terminating Financial Institution hereunder shall be terminated and such Terminating Financial Institution shall no longer be a “Financial Institution”; provided, however, that the provisions of Article X shall continue in effect for its benefit with respect to the Capital held by such Terminating Financial Institution prior to its termination as a Financial Institution. For the avoidance of doubt, each reference to a Financial Institution in the context of a Terminating Financial Institution shall be deemed to refer to the related Conduit if such Conduit continues to have Capital outstanding as a Terminating Financial Institution. (c) Any requested extension ~~of the Liquidity Termination Date~~ may be approved or disapproved by a Financial Institution in its sole discretion. In the event that the Commitments are not extended in accordance with the provisions of this Section 4.6, the Commitment of each Financial Institution shall be reduced to zero on the Liquidity Termination Date. Upon reduction to zero of the Commitment of a Financial Institution and upon reduction to zero of the Capital of all of the Purchaser Interests of such Financial ~~Institution,~~ Institution all rights and obligations of such Financial Institution hereunder shall be terminated and such Financial Institution shall no longer be a “"Financial Institution”"; provided, however, that the provisions of Article X shall continue in effect for its benefit with respect to ~~the Capital~~ Purchaser Interests held by such Financial Institution prior to its termination as a Financial Institution.. ARTICLE V REPRESENTATIONS AND WARRANTIES THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

Appears in 1 contract

Samples: Receivables Purchase Agreement (Dean Foods Co/)

Appears in 1 contract

Samples: Receivables Purchase Agreement (Patterson Companies, Inc.)

Appears in 1 contract

Samples: Receivables Purchase Agreement (Patterson Companies, Inc.)

Extension of Liquidity Termination Date. (a) Seller may request one or more 364-day extensions of the Liquidity Termination Date then in effect by giving written notice of such request to the Agent (each such ~~notice,~~ notice an “"Extension Notice”") at least 60 ------------------- days prior to the Liquidity Termination Date then in effect. After the Agent’s 's receipt of any Extension Notice, the Agent shall promptly ~~notify~~ advise each ~~Purchaser Agent of such Extension Notice. After Agent’s and each Purchaser Agent’s receipt of any Extension Notice, Agent shall promptly notify the~~ Financial ~~Institutions in the MUFG Conduit’s Purchaser Group of such Extension Notice and each Purchaser Agent shall promptly notify the Financial Institutions in such Purchaser Agent’s Purchaser Group~~ Institution of such Extension Notice. Each Financial Institution may, in its sole discretion, by a revocable notice (a “"Consent -------- Notice”") given to the Agent ~~and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group~~ on or prior to the 30th day prior to the -------- Liquidity Termination Date then in effect (such period from the date of the Extension Notice to such 30th day being referred to herein as the “"Consent -------- Period”"), consent to such extension of such Liquidity Termination Date; -------- provided, however, that, except as provided in Section 4.6(b), such --------- -------- -------------- extension shall not be effective with respect to any of the Financial Institutions if any one or more Financial Institutions: (i) notifies the Agent ~~and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group~~ during the Consent Period that such Financial Institution either does not wish to consent to such extension or wishes to revoke its prior Consent Notice or (ii) fails to respond to the Agent ~~and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group~~ within the Consent Period (each Financial Institution ~~or its related Conduit, as the case may be,~~ that does not wish to consent to such extension or wishes to revoke its prior Consent Notice of or fails to respond to ~~Agent and, if applicable, such Purchaser~~ the Agent within the Consent Period is herein referred to as a “"Non-Renewing Financial Institution”"). If none of the events described in -------------------------------------- the foregoing clauses (i) or (ii) occurs during the Consent Period and all Consent Notices have been received, then, the Liquidity Termination Date shall be irrevocably extended until the date that is 364 days after the Liquidity Termination Date then in effect. The Agent shall promptly notify Seller of any Consent Notice or other notice received by the Agent pursuant to this Section 4.6(a).. --------------- (b) Upon receipt of notice from the Agent ~~or, if applicable, a Purchaser Agent,~~ pursuant to Section 4.6(a) of any Non-Renewing Financial Institution or that the -------------- Liquidity Termination Date has not been extended, one or more of the Financial Institutions (including any Non-Renewing Financial Institution) may proffer to ~~Agent,~~ the Agent and Conduit ~~in such Non-Renewing Financial Institution’s Purchaser Group and, if applicable, the Purchaser Agent in such Non-Renewing Financial Institution’s Purchaser Group~~ the names of one or more institutions meeting the criteria set forth in Section 12.1(b)(i) that are willing to ------------------ accept assignments of and assume the rights and obligations under this Agreement and the other applicable Transaction Documents of the ~~Non-~~Non- Renewing Financial Institution. Provided the proffered name(s) are acceptable to ~~Agent~~the Agent and Conduit, the Conduit in such Non-Renewing Financial Institution’s Purchaser Group and, if applicable, the Purchaser Agent in such Non-Renewing Financial Institution’s Purchaser Group, Agent shall notify each Purchaser Agent and the remaining Financial Institutions in the MUFG Conduit’s Purchaser Group of such fact and each Purchaser Agent shall notify the remaining Financial Institutions ~~in such Purchaser Agent’s Purchaser Group~~ of such fact, and the then existing Liquidity Termination Date shall be extended for an additional 364 days upon satisfaction of the conditions for an assignment in accordance with Section ~~12.1,~~ 12.1 and the Commitment of each Non-Renewing Financial ------------ Institution shall be reduced to zero. If the rights and obligations under this Agreement and the other applicable Transaction Documents of each Non-Renewing Financial Institution are not assigned as contemplated by this Section 4.6(b) (each such Non-Renewing Financial -------------- Institution ~~or its related Conduit, as the case may be,~~ whose rights and obligations under this Agreement and the other applicable Transaction Documents are not so assigned is herein referred to as a “"Terminating Financial Institution”") and at least one ------------------------------------ Financial Institution is not a Non-Renewing Financial Institution, the then existing Liquidity Termination Date shall be extended for an additional 364 days; provided, however, that (i) the Purchase Limit --------- -------- shall be reduced on the Liquidity Termination Date ~~applicable to each~~ that such Terminating Financial Institution did not consent to extend by an aggregate amount equal to the Terminating Commitment Availability as of such date of each Terminating Financial Institution and shall thereafter continue to be reduced by amounts equal to any reduction in the Capital of any Terminating Financial Institution (after application of Collections pursuant to Sections 2.2 and 2.3), ) and (ii) the Conduit Purchase Limit of each Conduit shall be reduced by the aggregate amount of the Terminating Commitment Amount of each Terminating Financial Institution in such Conduit’s Purchaser Group and (iii) the ------------ Commitment of each Terminating Financial Institution shall be reduced to zero on the Termination Date applicable to such Terminating Financial Institution. Upon reduction to zero of the Capital of all of the Purchaser Interests of a Terminating Financial Institution (after application of Collections thereto pursuant to ~~Section~~ Sections 2.2 and 2.3), ) all rights and obligations ------------ --- of such Terminating Financial Institution hereunder shall be terminated and such Terminating Financial Institution shall no longer be a “"Financial Institution”"; provided, however, that the provisions of Article X shall --------- -------- --------- continue in effect for its benefit with respect to ~~the Capital~~ Purchaser Interests held by such Terminating Financial Institution prior to its termination as a Financial Institution. For the avoidance of doubt, each reference to a Financial Institution in the context of a Terminating Financial Institution shall be deemed to refer to the related Conduit if such Conduit continues to have Capital outstanding as a Terminating Financial Institution. (c) Any requested extension of the Liquidity Termination Date may be approved or disapproved by a Financial Institution in its sole discretion. In the event that the Commitments are not extended in accordance with the provisions of this Section 4.6, the Commitment of ----------- each Financial Institution shall be reduced to zero on the Liquidity Termination Date. Upon reduction to zero of the Commitment of a Financial Institution and upon reduction to zero of the Capital of all of the Purchaser Interests of such Financial ~~Institution,~~ Institution all rights and obligations of such Financial Institution hereunder shall be terminated and such Financial Institution shall no longer be a “"Financial Institution”"; provided, however, that the provisions of Article X shall --------- -------- --------- continue in effect for its benefit with respect to ~~the Capital~~ Purchaser Interests held by such Financial Institution prior to its termination as a Financial Institution. (f) Section 6.2 of the Purchase Agreement is hereby amended by deleting the phrase "(other than pursuant to Section 13.1)" from such -------------- section. (g) Section 10.1 of the Purchase Agreement is hereby amended by (i) replacing the phrase "the Agent and each Purchaser" in the lead-in to such section with the phrase "the Agent, each Funding Source and each Purchaser" and (ii) replacing the phrase "(which attorneys may be employees of the Agent or such Purchaser)" in the lead-in to such section with the phrase "(which attorneys may be employees of the Agent, such Funding Source or such Purchaser)". (h) Section 12.1(a) of the Purchase Agreement is hereby amended by amending and restating in their entirety the first two sentences of such section to read as follows: Seller, the Servicer, Agent and each Financial Institution hereby agree and consent to the complete or partial assignment by Conduit of all or any portion of its rights under, interest in, title to and obligations under this Agreement to any Funding Source or, with the consent of the Seller (which consent shall not be unreasonably withheld), to any other Person, and upon such assignment, Conduit shall be released from its obligations so assigned. Further, Seller, the Servicer, the Agent and each Financial Institution hereby agree that any assignee of Conduit of this Agreement or all or any of the Purchaser Interests of Conduit shall have all of the rights and benefits under this Agreement as if the term "Conduit" explicitly referred to such party (provided that the Purchaser Interests of any -------- such assignee shall accrue Yield pursuant to Section 4.1), and no such ----------- assignment shall in any way impair the rights and benefits of Conduit hereunder. (i) Section 12.2 of the Purchase Agreement is hereby amended by amending and restating in its entirety the first sentence of such section to read as follows: Any Financial Institution may, in the ordinary course of its business, at any time sell to one or more Persons (each a "Participant") -------------- participating interests in its Pro Rata Share of the Purchaser Interests of the Financial Institutions, its obligation hereunder or any other interest of such Financial Institution hereunder. (j) Article XIII of the Purchase Agreement is hereby deleted in its entirety and replaced with the following phrase "ARTICLE XIII {RESERVED) ". (k) Section 14.1(b)(i) of the Purchase Agreement is hereby amended by (i) replacing the phrase "(except pursuant to Sections 13.1 or ------------- 13

Appears in 1 contract

Samples: Receivables Purchase Agreement (Graybar Electric Co Inc)

Extension of Liquidity Termination Date. The Seller may advise any Managing Agent in writing of its desire to extend the Liquidity Termination Date for an additional period not exceeding 364 days, provided such request is made not more than 90 days prior to, and not less than 60 days prior to, the then current Liquidity Termination Date. Each Managing Agent so advised by the Seller shall promptly notify each Committed Purchaser in its related Purchaser Group of any such request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Agent and the Seller of its decision to accept or decline the request for such extension no later than 30 days prior to the then current Liquidity Termination Date (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agent, the Collateral Agent and the Seller shall be deemed an election not to extend by such Committed Purchaser). In the event that at least one Committed Purchaser agrees to extend the Liquidity Termination Date, the Seller Parties, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) shall be paid by the Seller. In the event that any Committed Purchaser (a) declines the request to extend the Liquidity Termination Date or (b) is in a Purchaser Group with respect to which the Seller ~~may request one or more 364-day extensions~~ did not seek an extension of the Liquidity Termination Date ~~then in effect by giving written notice of such request to Agent~~ (each such ~~notice, an “Extension Notice”) at least 60 days prior to the Liquidity Termination Date then in effect. After Agent’s receipt of any Extension Notice, Agent shall promptly notify each~~ Committed Purchaser Agent of such Extension Notice. After Agent’s and each Purchaser Agent’s receipt of any Extension Notice, Agent shall promptly notify the Financial Institutions in the MUFG Conduit’s Purchaser Group of such Extension Notice and each Purchaser Agent shall promptly notify the Financial Institutions in such Purchaser Agent’s Purchaser Group of such Extension Notice. Each Financial Institution may, in its sole discretion, by a revocable notice (a “Consent Notice”) given to Agent and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group on or prior to the 30th day prior to the Liquidity Termination Date then in effect (such period from the date of the Extension Notice to such 30th day being referred to herein as the “Consent Period”), consent to such extension of such Liquidity Termination Date; provided, however, that, except as provided in Section 4.6(b), such extension shall not be effective with respect to any of the Financial Institutions if any one or more Financial Institutions: (i) notifies Agent and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group during the Consent Period that such Financial Institution either does not wish to consent to such extension or wishes to revoke its prior Consent Notice or (ii) fails to respond to Agent and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group within the Consent Period (each Financial Institution or its related Conduit, as the case may be, that does not wish to consent to such extension or wishes to revoke its prior Consent Notice of fails to respond to Agent and, if applicable, such Purchaser Agent within the Consent Period is herein referred to as a “Non-Renewing ~~Financial Institution~~Committed Purchaser”)~~. If none of the events described~~ , and, in the foregoing clauses (i) or (ii) occurs during the Consent Period and all Consent Notices have been received, then, the Liquidity Termination Date shall be irrevocably extended until the date that is 364 days after the Liquidity Termination Date then in effect. Agent shall promptly notify Seller case of ~~any Consent Notice or other notice received by Agent pursuant to this Section 4.6(a). (b) Upon receipt of notice from Agent or, if applicable,~~ a ~~Purchaser Agent, pursuant to Section 4.6(a) of any~~ Non-Renewing ~~Financial Institution or that the Liquidity Termination Date has not been extended, one or more of the Financial Institutions~~ Committed Purchaser described in clause (~~including any Non-Renewing Financial Institution) may proffer to Agent~~a), the ~~Conduit in~~ Commitment of such Non-Renewing ~~Financial Institution’s~~ Committed Purchaser Group and, if applicable, the Purchaser Agent in such Non-Renewing Financial Institution’s Purchaser Group the names of one or more institutions meeting the criteria set forth in Section 12.1(b)(i) that are willing is not assigned to accept assignments of and assume the rights and obligations under this Agreement and the other applicable Transaction Documents of the Non-Renewing Financial Institution. Provided the proffered name(s) are acceptable to Agent, the Conduit in such Non-Renewing Financial Institution’s Purchaser Group and, if applicable, the Purchaser Agent in such Non-Renewing Financial Institution’s Purchaser Group, Agent shall notify each Purchaser Agent and the remaining Financial Institutions in the MUFG Conduit’s Purchaser Group of such fact and each Purchaser Agent shall notify the remaining Financial Institutions in such Purchaser Agent’s Purchaser Group of such fact, and the then existing Liquidity Termination Date shall be extended for an additional 364 days upon satisfaction of the conditions for an assignment another Person in accordance with ~~Section 12.1, and~~ the ~~Commitment~~ terms of ~~each Non-Renewing Financial Institution shall be reduced~~ this Article XI prior to zero. If the rights and obligations under this Agreement and the other applicable Transaction Documents of each Non-Renewing Financial Institution are not assigned as contemplated by this Section 4.6(b) (each such Non-Renewing Financial Institution or its related Conduit, as the case may be, whose rights and obligations under this Agreement and the other applicable Transaction Documents are not so assigned is herein referred to as a “Terminating Financial Institution”) and at least one Financial Institution is not a Non-Renewing Financial Institution, the then ~~existing~~ current Liquidity Termination ~~Date shall be extended for an additional 364 days; provided~~Date, ~~however, that (i)~~ the Purchase Limit shall be reduced ~~on the Termination Date applicable to each Terminating Financial Institution~~ by an ~~aggregate~~ amount equal to ~~the Terminating~~ each such Non-Renewing Committed Purchaser’s Commitment Availability as of such date of each Terminating Financial Institution and shall thereafter continue to be reduced by amounts equal to any reduction in the Capital of any Terminating Financial Institution (after application of Collections pursuant to Sections 2.2 and 2.3), (ii) the Conduit Purchase Limit of each Conduit shall be reduced by the aggregate amount of the Terminating Commitment Amount of each Terminating Financial Institution in such Conduit’s Purchaser Group and (iii) the Commitment of each Terminating Financial Institution shall be reduced to zero on the Termination Date applicable to such Terminating Financial Institution. Upon reduction to zero of the Capital of a Terminating Financial Institution (after application of Collections thereto pursuant to Section 2.2 and 2.3), all rights and obligations of such Terminating Financial Institution hereunder shall be terminated and such Terminating Financial Institution shall no longer be a “Financial Institution”; provided, however, that the provisions of Article X shall continue in effect for its benefit with respect to the Capital held by such Terminating Financial Institution prior to its termination as a Financial Institution. For the avoidance of doubt, each reference to a Financial Institution in the context of a Terminating Financial Institution shall be deemed to refer to the related Conduit if such Conduit continues to have Capital outstanding as a Terminating Financial Institution. (c) Any requested extension of the Liquidity Termination Date may be approved or disapproved by a Financial Institution in its sole discretion. In the event that the Commitments are not extended in accordance with the provisions of this Section 4.6, the Commitment of each Financial Institution shall be reduced to zero on the then current Liquidity Termination Date. Upon reduction to zero of the Commitment of a Financial Institution and upon reduction to zero of the Capital of such Financial Institution, all rights and obligations of such Financial Institution hereunder shall be terminated and such Financial Institution shall no longer be a “Financial Institution”; provided, however, that the provisions of Article X shall continue in effect for its benefit with respect to the Capital held by such Financial Institution prior to its termination as a Financial Institution.

Appears in 1 contract

Samples: Receivables Purchase Agreement (McKesson Corp)

Extension of Liquidity Termination Date. (a) ~~Seller may request one or more 364-day extensions of~~ The Borrower may, by notice to the ~~Liquidity Termination Date then in effect by giving written notice of such request to~~ Agent (~~each such notice, an “Extension Notice”~~which shall promptly notify the Committed Lenders) ~~at least~~ not less than 30 days and not more than 60 days prior to the Liquidity Termination Date then in ~~effect. After Agent’s receipt of any Extension Notice~~effect hereunder (the "EXISTING LIQUIDITY TERMINATION DATE"), ~~Agent~~ request that the Liquidity Providers extend the Existing Liquidity Termination Date for an additional 364 days from the Consent Date (as defined below); PROVIDED that in no event shall ~~promptly notify each Purchaser Agent of such Extension Notice. After Agent’s and each Purchaser Agent’s receipt of any Extension Notice~~the Liquidity Termination Date be extended beyond November 19, Agent shall promptly notify the Financial Institutions in the MUFG Conduit’s Purchaser Group of such Extension Notice and each Purchaser Agent shall promptly notify the Financial Institutions in such Purchaser Agent’s Purchaser Group of such Extension Notice2003. Each ~~Financial Institution may~~Liquidity Provider, acting in its sole discretion, shall, by ~~a revocable~~ notice to the Borrower and the Agent given on or before the date (~~a “Consent Notice”) given to Agent and, if applicable~~herein, the ~~Purchaser Agent in such Financial Institution’s Purchaser Group on or~~ "CONSENT DATE") that is 30 days prior to the ~~30th day~~ Existing Liquidity Termination Date (except that, if such date is not a Business Day, the Consent Date shall be the next succeeding Business Day), advise the Borrower whether or not such Liquidity Provider agrees to such extension; PROVIDED that any notice agreeing to such extension that is given prior to the Consent Date may be revoked before the Consent Date, but on the Consent Date such notice shall become irrevocable; and PROVIDED FURTHER that each Liquidity Provider that determines not to extend the Liquidity Termination Date ~~then in effect~~ (~~such period from~~ a "NON-EXTENDING LIQUIDITY PROVIDER") shall notify the ~~date of~~ Agent (which shall notify the ~~Extension Notice to such 30th day being referred to herein as the “Consent Period”), consent to such extension~~ other Liquidity Providers) of such fact promptly after such determination (but in any event no later than the Consent Date) and any Liquidity ~~Termination Date; provided, however, that, except as provided in Section 4.6(b),~~ Provider that does not advise the Borrower on or before the Consent Date shall be deemed to be a Non-extending Liquidity Provider. The election of any Liquidity Provider to agree to such extension shall not ~~be effective with respect~~ obligate any other Liquidity Provider to any of the Financial Institutions if any one or more Financial Institutions: (i) notifies Agent and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group during the Consent Period that such Financial Institution either does not wish to consent to such extension or wishes to revoke its prior Consent Notice or (ii) fails to respond to Agent and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group within the Consent Period (each Financial Institution or its related Conduit, as the case may be, that does not wish to consent to such extension or wishes to revoke its prior Consent Notice of fails to respond to Agent and, if applicable, such Purchaser Agent within the Consent Period is herein referred to as a “Non-Renewing Financial Institution”). If none of the events described in the foregoing clauses (i) or (ii) occurs during the Consent Period and all Consent Notices have been received, then, the Liquidity Termination Date shall be irrevocably extended until the date that is 364 days after the Liquidity Termination Date then in effect. Agent shall promptly notify Seller of any Consent Notice or other notice received by Agent pursuant to this Section 4.6(a)so agree. (b) ~~Upon receipt of notice from Agent or~~The Borrower shall have the right on or before the Existing Liquidity Termination Date to replace each Non-extending Liquidity Provider with, ~~if applicable~~and otherwise add to this Agreement, ~~a Purchaser Agent~~one or more other banks (which may include any Liquidity Provider, each prior to the Existing Liquidity Termination Date an "ADDITIONAL LIQUIDITY PROVIDER") pursuant to Section ~~4.6(a~~13.8 hereof. The Borrower shall also have the right at any time to replace a Subject Bank with another Liquidity Provider pursuant to Section 13.8 hereof. (c) ~~of any Non-Renewing Financial Institution or~~ If the Borrower requests pursuant to subsection (a) above that the Liquidity Termination Date ~~has not been extended, one or more~~ be extended and the Enhancer and Liquidity Providers having Commitments totaling at least 66 2/3% of the ~~Financial Institutions~~ Commitments of all Liquidity Providers as of the Existing Liquidity Termination Date shall have consented to such extension pursuant to subsection (~~including any Non-Renewing Financial Institution~~a) ~~may proffer to Agent~~above, then, effective as of the Existing Liquidity Termination Date, the Conduit in such Non-Renewing Financial Institution’s Purchaser Group and, if applicable, the Purchaser Agent in such Non-Renewing Financial Institution’s Purchaser Group the names of one or more institutions meeting the criteria set forth in Section 12.1(b)(i) that are willing to accept assignments of and assume the rights and obligations under this Agreement and the other applicable Transaction Documents of the Non-Renewing Financial Institution. Provided the proffered name(s) are acceptable to Agent, the Conduit in such Non-Renewing Financial Institution’s Purchaser Group and, if applicable, the Purchaser Agent in such Non-Renewing Financial Institution’s Purchaser Group, Agent shall notify each Purchaser Agent and the remaining Financial Institutions in the MUFG Conduit’s Purchaser Group of such fact and each Purchaser Agent shall notify the remaining Financial Institutions in such Purchaser Agent’s Purchaser Group of such fact, and the then existing Existing Liquidity Termination Date shall be extended ~~for an additional~~ to the date falling 364 days ~~upon satisfaction~~ after the Consent Date (except that, if such date is not a Business Day, such Liquidity Termination Date as so extended shall be the next preceding Business Day) and each Additional Liquidity Provider shall thereupon become a "LIQUIDITY PROVIDER" for all purposes of this Agreement. Even if the ~~conditions for an assignment in accordance with Section 12.1~~Existing Liquidity Termination Date is extended as aforesaid, ~~and~~ the Commitment of each Non-~~Renewing Financial Institution shall be reduced~~ extending Liquidity Provider shall, subject to ~~zero. If the rights and obligations under this Agreement and the other applicable Transaction Documents of each Non-Renewing Financial Institution are not assigned as contemplated by this~~ Section ~~4.6(b) (each such Non-Renewing Financial Institution or its related Conduit~~4.2, as the case may be, whose rights and obligations under this Agreement and the other applicable Transaction Documents are not so assigned is herein referred to as a “Terminating Financial Institution”) and at least one Financial Institution is not a Non-Renewing Financial Institution, the then existing Liquidity Termination Date shall be extended for an additional 364 days; provided, however, that (i) the Purchase Limit shall be reduced terminate on the Termination Date applicable to each Terminating Financial Institution by an aggregate amount equal to the Terminating Commitment Availability as of such date of each Terminating Financial Institution and shall thereafter continue to be reduced by amounts equal to any reduction in the Capital of any Terminating Financial Institution (after application of Collections pursuant to Sections 2.2 and 2.3), (ii) the Conduit Purchase Limit of each Conduit shall be reduced by the aggregate amount of the Terminating Commitment Amount of each Terminating Financial Institution in such Conduit’s Purchaser Group and (iii) the Commitment of each Terminating Financial Institution shall be reduced to zero on the Termination Date applicable to such Terminating Financial Institution. Upon reduction to zero of the Capital of a Terminating Financial Institution (after application of Collections thereto pursuant to Section 2.2 and 2.3), all rights and obligations of such Terminating Financial Institution hereunder shall be terminated and such Terminating Financial Institution shall no longer be a “Financial Institution”; provided, however, that the provisions of Article X shall continue in effect for its benefit with respect to the Capital held by such Terminating Financial Institution prior to its termination as a Financial Institution. For the avoidance of doubt, each reference to a Financial Institution in the context of a Terminating Financial Institution shall be deemed to refer to the related Conduit if such Conduit continues to have Capital outstanding as a Terminating Financial Institution. (c) Any requested extension of the Liquidity Termination Date may be approved or disapproved by a Financial Institution in its sole discretion. In the event that the Commitments are not extended in accordance with the provisions of this Section 4.6, the Commitment of each Financial Institution shall be reduced to zero on the Existing Liquidity Termination Date. Upon reduction to zero of the Commitment of a Financial Institution and upon reduction to zero of the Capital of such Financial Institution, all rights and obligations of such Financial Institution hereunder shall be terminated and such Financial Institution shall no longer be a “Financial Institution”; provided, however, that the provisions of Article X shall continue in effect for its benefit with respect to the Capital held by such Financial Institution prior to its termination as a Financial Institution.

Appears in 1 contract

Samples: Conduit Facility, Transfer and Revolving Credit Agreement (Adc Telecommunications Inc)

Extension of Liquidity Termination Date. The Seller --------------------------------------- may advise any Managing Agent in writing of its desire to extend the Liquidity Termination Date for an additional 364 days, provided such request is made not more than 90 days prior to, and not less than 60 days prior to, the then current Liquidity Termination Date. Each Managing Agent so advised by the Seller shall promptly notify each Financial Institution in its related Purchase Group of any such request and each such Financial Institution shall notify its related Managing Agent, the Collateral Agent and the Seller of its decision to accept or decline the request for such extension no later than 30 days prior to the then current Liquidity Termination Date (it being understood that each Financial Institution may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agent, the Collateral Agent and the Seller shall be deemed an election not to extend by such Financial Institution). In the event that at least one Financial Institution agrees to extend the Liquidity Termination Date, the Seller Parties, the Collateral Agent, the extending Financial Institutions and the applicable Managing Agent or Agents shall enter into such documents as such extending Financial Institutions may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Financial Institutions, the Managing Agents and the Collateral Agent (including reasonable attorneys' fees) shall be paid by the Seller. In the event that any Financial Institution (a) declines the request to extend the Liquidity Termination Date or (b) is in a Purchase Group with respect to which the Seller ~~may request one or more 364-day extensions~~ did not seek an extension of the Liquidity Termination Date ~~then in effect by giving written notice of such request to Agent~~ (each such notice, an “Extension Notice”) at least 60 days prior to the Liquidity Termination Date then in effect. After Agent’s receipt of any Extension Notice, Agent shall promptly notify each Purchaser Agent of such Extension Notice. After Agent’s and each Purchaser Agent’s receipt of any Extension Notice, Agent shall promptly notify the Financial Institutions in the MUFG Conduit’s Purchaser Group of such Extension Notice and each Purchaser Agent shall promptly notify the Financial Institutions in such Purchaser Agent’s Purchaser Group of such Extension Notice. Each Financial Institution may, in its sole discretion, by a revocable notice (a “Consent Notice”) given to Agent and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group on or prior to the 30th day prior to the Liquidity Termination Date then in effect (such period from the date of the Extension Notice to such 30th day being referred to herein as the “Consent Period”), consent to such extension of such Liquidity Termination Date; provided, however, that, except as provided in Section 4.6(b), such extension shall not be effective with respect to any of the Financial Institutions if any one or more Financial Institutions: (i) notifies Agent and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group during the Consent Period that such Financial Institution either does not wish to consent to such extension or wishes to revoke its prior Consent Notice or (ii) fails to respond to Agent and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group within the Consent Period (each Financial Institution or its related Conduit, as the case may be, that does not wish to consent to such extension or wishes to revoke its prior Consent Notice of fails to respond to Agent and, if applicable, such Purchaser Agent within the Consent Period is herein referred to as a “"Non-Renewing Financial Institution”")~~. If none of the events described~~ , and, in the foregoing clauses (i) or (ii) occurs during the Consent Period and all Consent Notices have been received, then, the Liquidity Termination Date shall be irrevocably extended until the date that is 364 days after the Liquidity Termination Date then in effect. Agent shall promptly notify Seller ---------------------------------- case of ~~any Consent Notice or other notice received by Agent pursuant to this Section 4.6(a). (b) Upon receipt of notice from Agent or, if applicable,~~ a ~~Purchaser Agent, pursuant to Section 4.6(a) of any~~ Non-Renewing Financial Institution ~~or that~~ described in clause (a), the ~~Liquidity Termination Date has not been extended, one or more~~ Commitment of ~~the Financial Institutions (including any~~ such Non-Renewing Financial ~~Institution) may proffer~~ Institution is not assigned to ~~Agent~~another Person in accordance with the terms of this Article XII prior to the then ----------- current Liquidity Termination Date, the ~~Conduit in~~ Purchase Limit shall be reduced by an amount equal to each such Non-Renewing Financial Institution’s Purchaser Group and, if applicable, the Purchaser Agent in such Non-Renewing Financial Institution’s Purchaser Group the names of one or more institutions meeting the criteria set forth in Section 12.1(b)(i) that are willing to accept assignments of and assume the rights and obligations under this Agreement and the other applicable Transaction Documents of the Non-Renewing Financial Institution. Provided the proffered name(s) are acceptable to Agent, the Conduit in such Non-Renewing Financial Institution’s Purchaser Group and, if applicable, the Purchaser Agent in such Non-Renewing Financial Institution’s Purchaser Group, Agent shall notify each Purchaser Agent and the remaining Financial Institutions in the MUFG Conduit’s Purchaser Group of such fact and each Purchaser Agent shall notify the remaining Financial Institutions in such Purchaser Agent’s Purchaser Group of such fact, and 's Commitment on the then existing Liquidity Termination Date shall be extended for an additional 364 days upon satisfaction of the conditions for an assignment in accordance with Section 12.1, and the Commitment of each Non-Renewing Financial Institution shall be reduced to zero. If the rights and obligations under this Agreement and the other applicable Transaction Documents of each Non-Renewing Financial Institution are not assigned as contemplated by this Section 4.6(b) (each such Non-Renewing Financial Institution or its related Conduit, as the case may be, whose rights and obligations under this Agreement and the other applicable Transaction Documents are not so assigned is herein referred to as a “Terminating Financial Institution”) and at least one Financial Institution is not a Non-Renewing Financial Institution, the then existing Liquidity Termination Date shall be extended for an additional 364 days; provided, however, that (i) the Purchase Limit shall be reduced on the Termination Date applicable to each Terminating Financial Institution by an aggregate amount equal to the Terminating Commitment Availability as of such date of each Terminating Financial Institution and shall thereafter continue to be reduced by amounts equal to any reduction in the Capital of any Terminating Financial Institution (after application of Collections pursuant to Sections 2.2 and 2.3), (ii) the Conduit Purchase Limit of each Conduit shall be reduced by the aggregate amount of the Terminating Commitment Amount of each Terminating Financial Institution in such Conduit’s Purchaser Group and (iii) the Commitment of each Terminating Financial Institution shall be reduced to zero on the Termination Date applicable to such Terminating Financial Institution. Upon reduction to zero of the Capital of a Terminating Financial Institution (after application of Collections thereto pursuant to Section 2.2 and 2.3), all rights and obligations of such Terminating Financial Institution hereunder shall be terminated and such Terminating Financial Institution shall no longer be a “Financial Institution”; provided, however, that the provisions of Article X shall continue in effect for its benefit with respect to the Capital held by such Terminating Financial Institution prior to its termination as a Financial Institution. For the avoidance of doubt, each reference to a Financial Institution in the context of a Terminating Financial Institution shall be deemed to refer to the related Conduit if such Conduit continues to have Capital outstanding as a Terminating Financial Institution. (c) Any requested extension of the Liquidity Termination Date may be approved or disapproved by a Financial Institution in its sole discretion. In the event that the Commitments are not extended in accordance with the provisions of this Section 4.6, the Commitment of each Financial Institution shall be reduced to zero on the current Liquidity Termination Date. Upon reduction to zero of the Commitment of a Financial Institution and upon reduction to zero of the Capital of such Financial Institution, all rights and obligations of such Financial Institution hereunder shall be terminated and such Financial Institution shall no longer be a “Financial Institution”; provided, however, that the provisions of Article X shall continue in effect for its benefit with respect to the Capital held by such Financial Institution prior to its termination as a Financial Institution.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Owens & Minor Inc/Va/)

Extension of Liquidity Termination Date. (a) Seller may request one or more ~~364-day~~ 364‑day extensions of the Liquidity Termination Date then in effect by giving written notice of such request to the Agent (each such ~~notice,~~ notice an “"Extension Notice”") at least 60 days prior to the Liquidity Termination Date then in effect. After the Agent’s 's receipt of any Extension Notice, the Agent shall promptly ~~notify~~ advise each ~~Purchaser Agent of such Extension Notice. After Agent’s and each Purchaser Agent’s receipt of any Extension Notice, Agent shall promptly notify the~~ Financial ~~Institutions in the MUFG Conduit’s Purchaser Group of such Extension Notice and each Purchaser Agent shall promptly notify the Financial Institutions in such Purchaser Agent’s Purchaser Group~~ Institution of such Extension Notice. Each Financial Institution may, in its sole discretion, by a revocable notice (a “"Consent Notice”") given to the Agent ~~and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group~~ on or prior to the 30th day prior to the Liquidity Termination Date then in effect (such period from the date of the Extension Notice to such 30th day being referred to herein as the “"Consent Period”"), consent to such extension of such Liquidity Termination Date; provided, however, that, except as provided in Section 4.6(b), such extension shall not be effective with respect to any of the Financial Institutions if any one or more Financial Institutions: (i) notifies the Agent ~~and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group~~ during the Consent Period that such Financial Institution either does not wish to consent to such extension or wishes to revoke its prior Consent Notice or (ii) fails to respond to the Agent ~~and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group~~ within the Consent Period (each Financial Institution ~~or its related Conduit, as the case may be,~~ that does not wish to consent to such extension or wishes to revoke its prior Consent Notice of or fails to respond to ~~Agent and, if applicable, such Purchaser~~ the Agent within the Consent Period is herein referred to as a ~~“Non-Renewing~~ "Non‑Renewing Financial Institution”"). If none of the events described in the foregoing clauses (i) or (ii) occurs during the Consent Period and all Consent Notices have been received, then, the Liquidity Termination Date shall be irrevocably extended until the date that is 364 days after the Liquidity Termination Date then in effect. The Agent shall promptly notify Seller of any Consent Notice or other notice received by the Agent pursuant to this Section 4.6(a). (b) Upon receipt of notice from the Agent ~~or, if applicable, a Purchaser Agent,~~ pursuant to Section 4.6(a) of any ~~Non-Renewing~~ Non‑Renewing Financial Institution or that the Liquidity Termination Date has not been extended, one or more of the Financial Institutions (including any ~~Non-Renewing~~ Non‑Renewing Financial Institution) may proffer to ~~Agent,~~ the Agent and Conduit ~~in such Non-Renewing Financial Institution’s Purchaser Group and, if applicable, the Purchaser Agent in such Non-Renewing Financial Institution’s Purchaser Group~~ the names of one or more institutions meeting the criteria set forth in Section 12.1(b)(i) that are willing to accept assignments of and assume the rights and obligations under this Agreement and the other applicable Transaction Documents of the ~~Non-Renewing~~ Non‑Renewing Financial Institution. Provided the proffered name(s) are acceptable to ~~Agent~~the Agent and Conduit, the Conduit in such Non-Renewing Financial Institution’s Purchaser Group and, if applicable, the Purchaser Agent in such Non-Renewing Financial Institution’s Purchaser Group, Agent shall notify each Purchaser Agent and the remaining Financial Institutions in the MUFG Conduit’s Purchaser Group of such fact and each Purchaser Agent shall notify the remaining Financial Institutions ~~in such Purchaser Agent’s Purchaser Group~~ of such fact, and the then existing Liquidity Termination Date shall be extended for an additional 364 days upon satisfaction of the conditions for an assignment in accordance with Section ~~12.1,~~ 12.1 and the Commitment of each ~~Non-Renewing~~ Non‑Renewing Financial Institution shall be reduced to zero. If the rights and obligations under this Agreement and the other applicable Transaction Documents of each ~~Non-Renewing~~ Non‑Renewing Financial Institution are not assigned as contemplated by this Section 4.6(b) (each such ~~Non-Renewing~~ Non‑Renewing Financial Institution ~~or its related Conduit, as the case may be,~~ whose rights and obligations under this Agreement and the other applicable Transaction Documents are not so assigned is herein referred to as a “"Terminating Financial Institution”") and at least one Financial Institution is not a ~~Non-Renewing~~ Non‑Renewing Financial Institution, the then existing Liquidity Termination Date shall be extended for an additional 364 days; provided, however, that (i) the Purchase Limit shall be reduced on the Liquidity Termination Date ~~applicable to each~~ that such Terminating Financial Institution did not consent to extend by an aggregate amount equal to the Terminating Commitment Availability as of such date of each Terminating Financial Institution and shall thereafter continue to be reduced by amounts equal to any reduction in the Capital of any Terminating Financial Institution (after application of Collections pursuant to Sections 2.2 and 2.3), ) and (ii) the Conduit Purchase Limit of each Conduit shall be reduced by the aggregate amount of the Terminating Commitment Amount of each Terminating Financial Institution in such Conduit’s Purchaser Group and (iii) the Commitment of each Terminating Financial Institution shall be reduced to zero on the Termination Date applicable to such Terminating Financial Institution. Upon reduction to zero of the Capital of all of the Purchaser Interests of a Terminating Financial Institution (after application of Collections thereto pursuant to ~~Section~~ Sections 2.2 and 2.3), ) all rights and obligations of such Terminating Financial Institution hereunder shall be terminated and such Terminating Financial Institution shall no longer be a “"Financial Institution”"; provided, however, that the provisions of Article X shall continue in effect for its benefit with respect to ~~the Capital~~ Purchaser Interests held by such Terminating Financial Institution prior to its termination as a Financial Institution. For the avoidance of doubt, each reference to a Financial Institution in the context of a Terminating Financial Institution shall be deemed to refer to the related Conduit if such Conduit continues to have Capital outstanding as a Terminating Financial Institution. (c) Any requested extension of the Liquidity Termination Date may be approved or disapproved by a Financial Institution in its sole discretion. In the event that the Commitments are not extended in accordance with the provisions of this Section 4.6, the Commitment of each Financial Institution shall be reduced to zero on the Liquidity Termination Date. Upon reduction to zero of the Commitment of a Financial Institution and upon reduction to zero of the Capital of all of the Purchaser Interests of such Financial ~~Institution,~~ Institution all rights and obligations of such Financial Institution hereunder shall be terminated and such Financial Institution shall no longer be a “"Financial Institution”"; provided, however, that the provisions of Article X shall continue in effect for its benefit with respect to ~~the Capital~~ Purchaser Interests held by such Financial Institution prior to its termination as a Financial Institution.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Graybar Electric Co Inc)

Extension of Liquidity Termination Date. ~~(a)~~ The Seller may ~~request one or more 364-day extensions~~ advise any Managing Agent in writing of its desire to extend the Liquidity Termination Date then in effect by giving written notice of such request to Agent (each such notice, an “Extension Notice”) at least 60 days prior to the Liquidity Termination Date then in effect. After Agent’s receipt of any Extension Notice, Agent shall promptly notify each Purchaser Agent of such Extension Notice. After Agent’s and each Purchaser Agent’s receipt of any Extension Notice, Agent shall promptly notify the Financial Institutions in the MUFG Conduit’s Purchaser Group of such Extension Notice and each Purchaser Agent shall promptly notify the Financial Institutions in such Purchaser Agent’s Purchaser Group of such Extension Notice. Each Financial Institution may, in its sole discretion, by a revocable notice (a “Consent Notice”) given to Agent and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group on or prior to the 30th day prior to the Liquidity Termination Date then in effect (such period from the date of the Extension Notice to such 30th day being referred to herein as the “Consent Period”), consent to such extension of such Liquidity Termination Date; provided, however, that, except as provided in Section 4.6(b), such extension shall not be effective with respect to any of the Financial Institutions if any one or more Financial Institutions: (i) notifies Agent and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group during the Consent Period that such Financial Institution either does not wish to consent to such extension or wishes to revoke its prior Consent Notice or (ii) fails to respond to Agent and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group within the Consent Period (each Financial Institution or its related Conduit, as the case may be, that does not wish to consent to such extension or wishes to revoke its prior Consent Notice of fails to respond to Agent and, if applicable, such Purchaser Agent within the Consent Period is herein referred to as a “Non-Renewing Financial Institution”). If none of the events described in the foregoing clauses (i) or (ii) occurs during the Consent Period and all Consent Notices have been received, then, the Liquidity Termination Date shall be irrevocably extended until the date that is 364 days after the Liquidity Termination Date then in effect. Agent shall promptly notify Seller of any Consent Notice or other notice received by Agent pursuant to this Section 4.6(a). (b) Upon receipt of notice from Agent or, if applicable, a Purchaser Agent, pursuant to Section 4.6(a) of any Non-Renewing Financial Institution or that the Liquidity Termination Date has not been extended, one or more of the Financial Institutions (including any Non-Renewing Financial Institution) may proffer to Agent, the Conduit in such Non-Renewing Financial Institution’s Purchaser Group and, if applicable, the Purchaser Agent in such Non-Renewing Financial Institution’s Purchaser Group the names of one or more institutions meeting the criteria set forth in Section 12.1(b)(i) that are willing to accept assignments of and assume the rights and obligations under this Agreement and the other applicable Transaction Documents of the Non-Renewing Financial Institution. Provided the proffered name(s) are acceptable to Agent, the Conduit in such Non-Renewing Financial Institution’s Purchaser Group and, if applicable, the Purchaser Agent in such Non-Renewing Financial Institution’s Purchaser Group, Agent shall notify each Purchaser Agent and the remaining Financial Institutions in the MUFG Conduit’s Purchaser Group of such fact and each Purchaser Agent shall notify the remaining Financial Institutions in such Purchaser Agent’s Purchaser Group of such fact, and the then existing Liquidity Termination Date shall be extended for an additional 364 days upon satisfaction of the conditions for an assignment in accordance with Section 12.1, and the Commitment of each Non-Renewing Financial Institution shall be reduced to zero. If the rights and obligations under this Agreement and the other applicable Transaction Documents of each Non-Renewing Financial Institution are not assigned as contemplated by this Section 4.6(b) (each such Non-Renewing Financial Institution or its related Conduit, as the case may be, whose rights and obligations under this Agreement and the other applicable Transaction Documents are not so assigned is herein referred to as a “Terminating Financial Institution”) and at least one Financial Institution is not a Non-Renewing Financial Institution, the then existing Liquidity Termination Date shall be extended for an additional 364 days~~; provided~~, ~~however~~provided such request is made not more than 60 days prior to, and not less than 45 days prior to, the then current Liquidity Termination Date. Each Managing Agent so advised by the Seller shall promptly notify each Alternate Investor in its related Purchaser Group of any such request and each such Alternate Investor shall notify its related Managing Agent, the Deal Agent and the Seller of its decision to accept or decline the request for such extension no later than 20 days prior to the then current Liquidity Termination Date (it being understood that ~~(i)~~ each Alternate Investor may accept or decline such request in its sole discretion and on such terms as it may elect, and the ~~Purchase Limit~~ failure to so notify its Managing Agent, the Deal Agent and the Seller shall be ~~reduced on~~ deemed an election not to extend by such Alternate Investor). In the event that at least one Alternate Investor agrees to extend the Liquidity Termination Date, the Seller Parties, the Deal Agent, the extending Alternate Investors and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Alternate Investors may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Alternate Investors, the Managing Agents and the Deal Agent (including reasonable attorneys' fees) shall be paid by the Seller. In the event that any Alternate Investor (a) declines the request to extend the Liquidity Termination Date applicable to each Terminating Financial Institution by an aggregate amount equal to the Terminating Commitment Availability as of such date of each Terminating Financial Institution and shall thereafter continue to be reduced by amounts equal to any reduction or (b) is in the Capital of any Terminating Financial Institution (after application of Collections pursuant to Sections 2.2 and 2.3), (ii) the Conduit Purchase Limit of each Conduit shall be reduced by the aggregate amount of the Terminating Commitment Amount of each Terminating Financial Institution in such Conduit’s a Purchaser Group and (iii) the Commitment of each Terminating Financial Institution shall be reduced to zero on the Termination Date applicable to such Terminating Financial Institution. Upon reduction to zero of the Capital of a Terminating Financial Institution (after application of Collections thereto pursuant to Section 2.2 and 2.3), all rights and obligations of such Terminating Financial Institution hereunder shall be terminated and such Terminating Financial Institution shall no longer be a “Financial Institution”; provided, however, that the provisions of Article X shall continue in effect for its benefit with respect to which the Capital held by such Terminating Financial Institution prior to its termination as a Financial Institution. For the avoidance of doubt, each reference to a Financial Institution in the context of a Terminating Financial Institution shall be deemed to refer to the related Conduit if such Conduit continues to have Capital outstanding as a Terminating Financial Institution. (c) Any requested Seller did not seek an extension of the Liquidity Termination Date ~~may be approved or disapproved by~~ (each such Alternate Investor being referred to herein as a ~~Financial Institution~~ "Non-Renewing Alternate Investor"), and, in ~~its sole discretion. In~~ the ~~event that~~ case of a Non-Renewing Alternate Investor described in clause (a), the ~~Commitments are~~ Commitment of such Non-Renewing Alternate Investor is not ~~extended~~ assigned to another Person in accordance with the ~~provisions~~ terms of this ~~Section 4.6~~Article XIII prior to the then current Liquidity Termination Date, the ~~Commitment of each Financial Institution~~ Program Limit shall be reduced by an amount equal to ~~zero~~ each such Non-Renewing Alternate Investor's Commitment on the then current Liquidity Termination Date. Upon reduction to zero of the Commitment of a Financial Institution and upon reduction to zero of the Capital of such Financial Institution, all rights and obligations of such Financial Institution hereunder shall be terminated and such Financial Institution shall no longer be a “Financial Institution”; provided, however, that the provisions of Article X shall continue in effect for its benefit with respect to the Capital held by such Financial Institution prior to its termination as a Financial Institution.

Appears in 1 contract

Samples: Receivables Purchase Agreement (PNM Resources Inc)

Appears in 1 contract

Samples: Receivables Purchase Agreement (Avnet Inc)

Appears in 1 contract

Samples: Receivables Purchase Agreement (Avnet Inc)

Extension of Liquidity Termination Date. (a) Seller may request one or more 364-day extensions of the Liquidity Termination Date then in effect by giving written notice of such request to the Agent (each such ~~notice,~~ notice an “"Extension Notice”") at least 60 days prior to the Liquidity Termination Date then in effect. After the Agent’s 's receipt of any Extension Notice, the Agent shall promptly ~~notify~~ advise each ~~Purchaser Agent of such Extension Notice. After Agent’s and each Purchaser Agent’s receipt of any Extension Notice, Agent shall promptly notify the~~ Financial ~~Institutions in the MUFG Conduit’s Purchaser Group of such Extension Notice and each Purchaser Agent shall promptly notify the Financial Institutions in such Purchaser Agent’s Purchaser Group~~ Institution of such Extension Notice. Each Financial Institution may, in its sole discretion, by a ~~revocable~~ written irrevocable notice (a “"Consent Notice”") given to the Agent ~~and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group~~ on or prior to the 30th day prior to the Liquidity Termination Date then in effect (such period from the date of the Extension Notice to such 30th day being referred to herein as the “"Consent Period”"), consent to such extension of such Liquidity Termination Date; provided, however, ~~that, except as provided in Section 4.6(b),~~ that such extension shall not be effective with respect to ~~any of the~~ a Financial ~~Institutions~~ Institution if ~~any one or more~~ such Financial ~~Institutions~~Institution: (i) notifies the Agent ~~and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group~~ during the Consent Period that such Financial Institution ~~either~~ does not wish to consent to such extension or ~~wishes to revoke its prior Consent Notice or~~ (ii) fails to respond to the Agent ~~and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group~~ within the Consent Period (each Financial Institution ~~or its related Conduit, as the case may be,~~ that does not wish to consent to such extension or ~~wishes to revoke its prior Consent Notice of~~ fails to respond to ~~Agent and, if applicable, such Purchaser~~ the Agent within the Consent Period is herein referred to as a “"Non-Renewing Financial Institution”"). If ~~none~~ at the end of the ~~events described in the foregoing clauses (i) or (ii) occurs during the~~ Consent ~~Period and all Consent Notices have been received~~Period, there is no Non-Renewing Financial Institution then, the Liquidity Termination Date shall be irrevocably extended until the date that is 364 days after the Liquidity Termination Date then in effect. ~~Agent~~ If at the end of the Consent Period there is a Non-Renewing Financial Institution, then unless such Non-Renewing Financial Institution assigns its rights and obligations hereunder pursuant to Section 4.6(b) (each such Non-Renewing Financial Institution whose rights and obligations under this Agreement and the other applicable Transaction Documents are not so assigned is herein referred to as a "Terminating Financial Institution"), the then existing Liquidity Termination Date shall ~~promptly notify Seller~~ be extended for an additional 364 days with respect to all Financial Institutions other than the Terminating Financial Institution; provided, however, that (i) the Purchase Limit shall be reduced on the Termination Date applicable to each Terminating Financial Institution by an aggregate amount equal to the Terminating Commitment Availability of each Terminating Financial Institution and shall thereafter continue to be reduced by amounts equal to any reduction in the Capital of any ~~Consent Notice or other notice received by Agent~~ Terminating Financial Institution (after application of Collections pursuant to ~~this Section 4.6(a~~Sections 2.2 and 2.3), (ii) the Company Purchase Limit of each Company shall be reduced by the aggregate amount of the Terminating Commitment Amount of each Terminating Financial Institution in such Company's Purchaser Group and (iii) the Commitment of each Terminating Financial Institution shall be reduced to zero on the Termination Date applicable to such Terminating Financial Institution. Upon reduction to zero of the Capital of all of the Purchaser Interests of a Terminating Financial Institution (after application of Collections thereto pursuant to Sections 2.2 and 2.3) all rights and obligations of such Terminating Financial Institution hereunder shall be terminated and such Terminating Financial Institution shall no longer be a "Financial Institution"; provided, however, that the provisions of AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT Article X shall continue in effect for its benefit with respect to Purchaser Interests held by such Terminating Financial Institution prior to its termination as a Financial Institution. (b) Upon receipt of notice from the Agent ~~or, if applicable, a Purchaser Agent,~~ pursuant to Section 4.6(a) of any Non-Renewing Financial ~~Institution or that the Liquidity Termination Date has not been extended~~Institution, one or more of the Financial Institutions (including any Non-Renewing Financial Institution) may proffer to ~~Agent,~~ the ~~Conduit~~ Agent and the Company in such Non-Renewing Financial Institution~~’s Purchaser Group and, if applicable, the Purchaser Agent in such Non-Renewing Financial Institution’s~~ 's Purchaser Group the names of one or more institutions meeting the criteria set forth in Section 12.1(b)(i) that are willing to accept assignments of and assume the rights and obligations under this Agreement and the other applicable Transaction Documents of the Non-Renewing Financial Institution. Provided the proffered name(s) are acceptable to ~~Agent,~~ the ~~Conduit~~ Agent and the Company in such Non-Renewing Financial Institution~~’s Purchaser Group and, if applicable, the Purchaser Agent in such Non-Renewing Financial Institution’s~~ 's Purchaser Group, ~~Agent shall notify each Purchaser Agent and~~ the ~~remaining Financial Institutions in the MUFG Conduit’s Purchaser Group of such fact and each Purchaser~~ Agent shall notify the remaining Financial Institutions ~~in such Purchaser Agent’s Purchaser Group~~ of such fact, and the then existing Liquidity Termination Date shall be extended for an additional 364 days upon satisfaction of the conditions for an assignment in accordance with Section 12.1, and the Commitment of each Non-Renewing Financial Institution shall be reduced to zero. If the rights and obligations under this Agreement and the other applicable Transaction Documents of each Non-Renewing Financial Institution are not assigned as contemplated by this Section 4.6(b) (each such Non-Renewing Financial Institution or its related Conduit, as the case may be, whose rights and obligations under this Agreement and the other applicable Transaction Documents are not so assigned is herein referred to as a “Terminating Financial Institution”) and at least one Financial Institution is not a Non-Renewing Financial Institution, the then existing Liquidity Termination Date shall be extended for an additional 364 days; provided, however, that (i) the Purchase Limit shall be reduced on the Termination Date applicable to each Terminating Financial Institution by an aggregate amount equal to the Terminating Commitment Availability as of such date of each Terminating Financial Institution and shall thereafter continue to be reduced by amounts equal to any reduction in the Capital of any Terminating Financial Institution (after application of Collections pursuant to Sections 2.2 and 2.3), (ii) the Conduit Purchase Limit of each Conduit shall be reduced by the aggregate amount of the Terminating Commitment Amount of each Terminating Financial Institution in such Conduit’s Purchaser Group and (iii) the Commitment of each Terminating Financial Institution shall be reduced to zero on the Termination Date applicable to such Terminating Financial Institution. Upon reduction to zero of the Capital of a Terminating Financial Institution (after application of Collections thereto pursuant to Section 2.2 and 2.3), all rights and obligations of such Terminating Financial Institution hereunder shall be terminated and such Terminating Financial Institution shall no longer be a “Financial Institution”; provided, however, that the provisions of Article X shall continue in effect for its benefit with respect to the Capital held by such Terminating Financial Institution prior to its termination as a Financial Institution. For the avoidance of doubt, each reference to a Financial Institution in the context of a Terminating Financial Institution shall be deemed to refer to the related Conduit if such Conduit continues to have Capital outstanding as a Terminating Financial Institution. (c) Any requested extension ~~of the Liquidity Termination Date~~ may be approved or disapproved by a Financial Institution in its sole discretion. In the event that the Commitments are not extended in accordance with the provisions of this Section 4.6, the Commitment of each Financial Institution shall be reduced to zero on the Liquidity Termination Date. Upon reduction to zero of the Commitment of a Financial Institution and upon reduction to zero of the Capital of all of the Purchaser Interests of such Financial ~~Institution,~~ Institution all rights and obligations of such Financial Institution hereunder shall be terminated and such Financial Institution shall no longer be a “"Financial Institution”"; provided, however, that the provisions of Article X shall continue in effect for its benefit with respect to ~~the Capital~~ Purchaser Interests held by such Financial Institution prior to its termination as a Financial Institution.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Dean Foods Co/)

Appears in 1 contract

Samples: Receivables Purchase Agreement (Avnet Inc)

Extension of Liquidity Termination Date. (a) Seller may request one or more 364-day extensions of the Liquidity Termination Date then in effect by giving written notice of such request to the Administrative Agent (each such ~~notice,~~ notice an “Extension Notice”) at least 60 days prior to the Liquidity Termination Date then in effect. After the Administrative Agent’s receipt of any Extension Notice, the Administrative Agent shall promptly ~~notify~~ advise each Committed Purchaser Agent of such Extension Notice. After Agent’s and each Purchaser Agent’s receipt of any Extension Notice, Agent shall promptly notify the Financial Institutions in the MUFG Conduit’s Purchaser Group of such Extension Notice and each Purchaser Agent shall promptly notify the Financial Institutions in such Purchaser Agent’s Purchaser Group of such Extension Notice. Each ~~Financial Institution~~ Committed Purchaser may, in its sole discretion, by a revocable notice (a “Consent Notice”) given to the Administrative Agent ~~and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group~~ on or prior to the 30th day prior to the Liquidity Termination Date then in effect (such period from the date of the Extension Notice to such 30th day being referred to herein as the “Consent Period”), consent to such extension of such Liquidity Termination Date; provided, however, that, except as provided in Section 4.6(b), such extension shall not be effective with respect to any of the ~~Financial Institutions~~ Committed Purchasers if any one or more ~~Financial Institutions~~Committed Purchasers: (i) notifies the Administrative Agent ~~and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group~~ during the Consent Period that such ~~Financial Institution~~ Committed Purchaser either does not wish to consent to such extension or wishes to revoke its prior Consent Notice or (ii) fails to respond to the Administrative Agent ~~and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group~~ within the Consent Period (each ~~Financial Institution~~ Committed Purchaser or its related ~~Conduit, as the case may be,~~ Conduit Group that does not wish to consent to such extension or wishes to revoke its prior Consent Notice of or fails to respond to ~~Agent and, if applicable, such Purchaser~~ the Administrative Agent within the Consent Period is herein referred to as a “Non-Renewing ~~Financial Institution~~Committed Purchaser”). If none of the events described in the foregoing clauses (i) or (ii) occurs during the Consent Period and all Consent Notices have been received, then, the Liquidity Termination Date shall be irrevocably extended until the date that is 364 days after the Liquidity Termination Date then in effect. The Administrative Agent shall promptly notify Seller of any Consent Notice or other notice received by the Administrative Agent pursuant to this Section 4.6(a). (b) Upon receipt of notice from the Administrative Agent ~~or, if applicable, a Purchaser Agent,~~ pursuant to Section 4.6(a) of any Non-Renewing ~~Financial Institution~~ Committed Purchaser or that the Liquidity Termination Date has not been extended, one or more of the ~~Financial Institutions~~ Committed Purchasers (including any Non-Renewing ~~Financial Institution~~Committed Purchaser) may proffer to ~~Agent,~~ the ~~Conduit in such Non-Renewing Financial Institution’s Purchaser Group and, if applicable, the Purchaser~~ Administrative Agent ~~in such Non-Renewing Financial Institution’s Purchaser Group~~ and each Agent the names of one or more institutions meeting the criteria set forth in Section 12.1(b)(i) that are willing to accept assignments of and assume the rights and obligations under this Agreement and the other applicable Transaction Documents of the Non-Renewing ~~Financial Institution~~Committed Purchaser. Provided the proffered name(s) are acceptable to the Administrative Agent and each Agent, the Conduit in such Non-Renewing Financial Institution’s Purchaser Group and, if applicable, the Purchaser Agent in such Non-Renewing Financial Institution’s Purchaser Group, Agent shall notify each Purchaser Agent and the remaining Financial Institutions in the MUFG Conduit’s Purchaser Group of such fact and each Purchaser Administrative Agent shall notify the remaining ~~Financial Institutions in such Purchaser Agent’s Purchaser Group~~ Committed Purchasers of such fact, and the then existing Liquidity Termination Date shall be extended for an additional 364 days upon satisfaction of the conditions for an assignment in accordance with Section ~~12.1,~~ 12.1 and the Commitment of each Non-Renewing ~~Financial Institution~~ Committed Purchaser shall be reduced to zero. If the rights and obligations under this Agreement and the other applicable Transaction Documents of each Non-Renewing ~~Financial Institution~~ Committed Purchaser are not assigned as contemplated by this Section 4.6(b) (each such Non-Renewing ~~Financial Institution~~ Committed Purchaser or its related ~~Conduit~~Conduit Group, as the case may be, whose rights and obligations under this Agreement and the other applicable Transaction Documents are not so assigned is herein referred to as a “Terminating ~~Financial Institution~~Committed Purchaser”) and at least one ~~Financial Institution~~ Committed Purchaser is not a Non-Renewing ~~Financial Institution~~Committed Purchaser, the then existing Liquidity Termination Date shall be extended for an additional 364 days; provided, however, that (i) each of the Purchase Limit and the relevant Group Purchase Limit shall be reduced on the Liquidity Termination Date ~~applicable~~ that such Terminating Committed Purchaser did not consent to ~~each Terminating Financial Institution~~ extend by an aggregate amount equal to the Terminating Commitment Availability as of such date of each Terminating ~~Financial Institution~~ Committed Purchaser and shall thereafter continue to be reduced by amounts equal to any reduction in the Capital of any Terminating ~~Financial Institution~~ Committed Purchaser (after application of Collections pursuant to Sections 2.2 and 2.3), ) and (ii) the Conduit Purchase Limit of each Conduit shall be reduced by the aggregate amount of the Terminating Commitment Amount of each Terminating Financial Institution in such Conduit’s Purchaser Group and (iii) the Commitment of each Terminating ~~Financial Institution~~ Committed Purchaser shall be reduced to zero on the Termination Date applicable to such Terminating ~~Financial Institution~~Committed Purchaser. Upon reduction to zero of the Capital of all of the Purchaser Interests of a Terminating ~~Financial Institution~~ Committed Purchaser (after application of Collections thereto pursuant to ~~Section~~ Sections 2.2 and 2.3), ) all rights and obligations of such Terminating ~~Financial Institution~~ Committed Purchaser hereunder shall be terminated and such Terminating ~~Financial Institution~~ Committed Purchaser shall no longer be a “~~Financial Institution~~Committed Purchaser”; provided, however, that the provisions of Article X shall continue in effect for its benefit with respect to ~~the Capital~~ Purchaser Interests held by such Terminating ~~Financial Institution~~ Committed Purchaser prior to its termination as a ~~Financial Institution~~Committed Purchaser. For the avoidance of doubt, each reference to a ~~Financial Institution~~ Committed Purchaser in the context of a Terminating ~~Financial Institution~~ Committed Purchaser shall be deemed to refer to the related Conduit Group if any Conduit in such related Conduit Group continues to ~~have Capital outstanding~~ hold a Purchaser Interest as a Terminating ~~Financial Institution~~Committed Purchaser. (c) Any requested extension of the Liquidity Termination Date may be approved or disapproved by a ~~Financial Institution~~ Committed Purchaser in its sole discretion. In the event that the Commitments are not extended in accordance with the provisions of this Section 4.6, the Commitment of each ~~Financial Institution~~ Committed Purchaser shall be reduced to zero on the Liquidity Termination Date. Upon reduction to zero of the Commitment of a ~~Financial Institution~~ Committed Purchaser and upon reduction to zero of the Capital of ~~such Financial Institution,~~ all of the Committed Purchaser Interests all rights and obligations of such ~~Financial Institution~~ Committed Purchaser hereunder shall be terminated and such ~~Financial Institution~~ Committed Purchaser shall no longer be a “~~Financial Institution~~Committed Purchaser”; provided, however, that the provisions of Article X shall continue in effect for its benefit with respect to ~~the Capital~~ Purchaser Interests held by such ~~Financial Institution~~ Committed Purchaser prior to its termination as a ~~Financial Institution~~Committed Purchaser.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Energizer Holdings Inc)

Appears in 1 contract

Samples: Receivables Purchase Agreement (Cardinal Health Inc)

Appears in 1 contract

Samples: Receivables Purchase Agreement (Patterson Companies, Inc.)

Extension of Liquidity Termination Date. (a) Seller may request one or more 364-day extensions of the Liquidity Termination Date then in effect by giving written notice of such request to the Administrative Agent (each such ~~notice,~~ notice an “Extension Notice”) at least 60 days prior to the Liquidity Termination Date then in effect. After the Administrative Agent’s receipt of any Extension Notice, the Administrative Agent shall promptly ~~notify~~ advise each Committed Purchaser Agent of such Extension Notice. After Agent’s and each Purchaser Agent’s receipt of any Extension Notice, Agent shall promptly notify the Financial Institutions in the MUFG Conduit’s Purchaser Group of such Extension Notice and each Purchaser Agent shall promptly notify the Financial Institutions in such Purchaser Agent’s Purchaser Group of such Extension Notice. Each ~~Financial Institution~~ Committed Purchaser may, in its sole discretion, by a revocable notice (a “Consent Notice”) given to the Administrative Agent ~~and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group~~ on or prior to the 30th day prior to the Liquidity Termination Date then in effect (such period from the date of the Extension Notice to such 30th day being referred to herein as the “Consent Period”), consent to such extension of such Liquidity Termination Date; provided, however, that, except as provided in Section 4.6(b), such extension shall not be effective with respect to any of the ~~Financial Institutions~~ Committed Purchasers if any one or more ~~Financial Institutions~~Committed Purchasers: (i) notifies the Administrative Agent ~~and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group~~ during the Consent Period that such ~~Financial Institution~~ Committed Purchaser either does not wish to consent to such extension or wishes to revoke its prior Consent Notice or (ii) fails to respond to the Administrative Agent ~~and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group~~ within the Consent Period (each ~~Financial Institution~~ Committed Purchaser or its related ~~Conduit, as the case may be,~~ Conduit Group that does not wish to consent to such extension or wishes to revoke its prior Consent Notice of or fails to respond to ~~Agent and, if applicable, such Purchaser~~ the Administrative Agent within the Consent Period is herein referred to as a “Non-Renewing ~~Financial Institution~~658652.06-Chicago Server 1A - MSW Committed Purchaser”). If none of the events described in the foregoing clauses (i) or (ii) occurs during the Consent Period and all Consent Notices have been received, then, the Liquidity Termination Date shall be irrevocably extended until the date that is 364 days after the Liquidity Termination Date then in effect. The Administrative Agent shall promptly notify Seller of any Consent Notice or other notice received by the Administrative Agent pursuant to this Section 4.6(a). (b) Upon receipt of notice from the Administrative Agent ~~or, if applicable, a Purchaser Agent,~~ pursuant to Section 4.6(a) of any Non-Renewing ~~Financial Institution~~ Committed Purchaser or that the Liquidity Termination Date has not been extended, one or more of the ~~Financial Institutions~~ Committed Purchasers (including any Non-Renewing ~~Financial Institution~~Committed Purchaser) may proffer to ~~Agent,~~ the ~~Conduit in such Non-Renewing Financial Institution’s Purchaser Group and, if applicable, the Purchaser~~ Administrative Agent ~~in such Non-Renewing Financial Institution’s Purchaser Group~~ and each Agent the names of one or more institutions meeting the criteria set forth in Section 12.1(b)(i) that are willing to accept assignments of and assume the rights and obligations under this Agreement and the other applicable Transaction Documents of the Non-Renewing ~~Financial Institution~~Committed Purchaser. Provided the proffered name(s) are acceptable to the Administrative Agent and each Agent, the Conduit in such Non-Renewing Financial Institution’s Purchaser Group and, if applicable, the Purchaser Agent in such Non-Renewing Financial Institution’s Purchaser Group, Agent shall notify each Purchaser Agent and the remaining Financial Institutions in the MUFG Conduit’s Purchaser Group of such fact and each Purchaser Administrative Agent shall notify the remaining ~~Financial Institutions in such Purchaser Agent’s Purchaser Group~~ Committed Purchasers of such fact, and the then existing Liquidity Termination Date shall be extended for an additional 364 days upon satisfaction of the conditions for an assignment in accordance with Section ~~12.1,~~ 12.1 and the Commitment of each Non-Renewing ~~Financial Institution~~ Committed Purchaser shall be reduced to zero. If the rights and obligations under this Agreement and the other applicable Transaction Documents of each Non-Renewing ~~Financial Institution~~ Committed Purchaser are not assigned as contemplated by this Section 4.6(b) (each such Non-Renewing ~~Financial Institution~~ Committed Purchaser or its related ~~Conduit~~Conduit Group, as the case may be, whose rights and obligations under this Agreement and the other applicable Transaction Documents are not so assigned is herein referred to as a “Terminating ~~Financial Institution~~Committed Purchaser”) and at least one ~~Financial Institution~~ Committed Purchaser is not a Non-Renewing ~~Financial Institution~~Committed Purchaser, the then existing Liquidity Termination Date shall be extended for an additional 364 days; provided, however, that (i) each of the Purchase Limit and the relevant Group Purchase Limit shall be reduced on the Liquidity Termination Date ~~applicable~~ that such Terminating Committed Purchaser did not consent to ~~each Terminating Financial Institution~~ extend by an aggregate amount equal to the Terminating Commitment Availability as of such date of each Terminating ~~Financial Institution~~ Committed Purchaser and shall thereafter continue to be reduced by amounts equal to any reduction in the Capital of any Terminating ~~Financial Institution~~ Committed Purchaser (after application of Collections pursuant to Sections 2.2 and 2.3), ) and (ii) the Conduit Purchase Limit of each Conduit shall be reduced by the aggregate amount of the Terminating Commitment Amount of each Terminating Financial Institution in such Conduit’s Purchaser Group and (iii) the Commitment of each Terminating ~~Financial Institution~~ Committed Purchaser shall be reduced to zero on the Termination Date applicable to such Terminating ~~Financial Institution~~Committed Purchaser. Upon reduction to zero of the Capital of all of the Purchaser Interests of a Terminating ~~Financial Institution~~ Committed Purchaser (after application of Collections thereto pursuant to ~~Section~~ Sections 2.2 and 2.3), ) all rights and obligations of such Terminating ~~Financial Institution~~ Committed Purchaser hereunder shall be terminated and such Terminating ~~Financial Institution~~ Committed Purchaser shall no longer be a “~~Financial Institution~~Committed Purchaser”; provided, however, that the provisions of Article X shall continue in effect for its benefit with respect to ~~the Capital~~ Purchaser Interests held by such Terminating ~~Financial Institution~~ Committed Purchaser prior to its termination as a ~~Financial Institution~~Committed Purchaser. For the avoidance of doubt, each reference to a ~~Financial Institution~~ Committed Purchaser in the context of a Terminating ~~Financial Institution~~ Committed Purchaser shall be deemed to refer to the related Conduit Group if any Conduit in such related Conduit Group continues to ~~have Capital outstanding~~ hold a Purchaser Interest as a Terminating ~~Financial Institution~~Committed Purchaser. (c) Any requested extension of the Liquidity Termination Date may be approved or disapproved by a ~~Financial Institution~~ Committed Purchaser in its sole discretion. In the event that the Commitments are not extended in accordance with the provisions of this Section 4.6, the Commitment of each ~~Financial Institution~~ Committed Purchaser shall be reduced to zero on the Liquidity Termination Date. Upon reduction to zero of the Commitment of a ~~Financial Institution~~ Committed Purchaser and upon reduction to zero of the Capital of ~~such Financial Institution,~~ all of the Committed Purchaser Interests all rights and obligations of such ~~Financial Institution~~ Committed Purchaser hereunder shall be terminated and such ~~Financial Institution~~ Committed Purchaser shall no longer be a “~~Financial Institution~~Committed Purchaser”; provided, however, that the provisions of Article X shall continue in effect for its benefit with respect to ~~the Capital~~ Purchaser Interests held by such ~~Financial Institution~~ Committed Purchaser prior to its termination as a ~~Financial Institution~~Committed Purchaser.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Energizer Holdings Inc)

Extension of Liquidity Termination Date. ~~(a)~~ The Seller may request ~~one or more 364-day extensions of~~ that an Investor extend the Liquidity Termination Date (such date or such date as it may have been previously extended pursuant to this Agreement is hereinafter referred to as the "Liquidity Termination Date") for such Investor to the date occurring 364 days (or less) past the then ~~in effect~~ applicable Liquidity Termination Date for such Investor by giving written notice of such request (an "Extension Request") to the Managing Agent ~~(each~~ for such ~~notice, an “~~Investor. Such Extension ~~Notice”) at least~~ Request shall be delivered no more than 60 days and no less than 30 days prior to the then applicable Liquidity Termination Date ~~then~~ for such Investor. If the applicable Investor, or its Managing Agent on such Investor's behalf, advises the Seller in ~~effect. After Agent’s receipt~~ writing by the later of any Extension Notice, Agent shall promptly notify each Purchaser Agent of such Extension Notice. After Agent’s and each Purchaser Agent’s receipt of any Extension Notice, Agent shall promptly notify (i) the Financial Institutions in the MUFG Conduit’s Purchaser Group of such Extension Notice and each Purchaser Agent shall promptly notify the Financial Institutions in such Purchaser Agent’s Purchaser Group of such Extension Notice. Each Financial Institution may, in its sole discretion, by a revocable notice (a “Consent Notice”) given to Agent and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group on or date that is 30 days prior to the ~~30th day prior to the~~ then applicable Liquidity Termination Date ~~then in effect (~~for such period from the date of the Extension Notice to such 30th day being referred to herein as the “Consent Period”), consent to such extension of such Liquidity Termination Date; provided, however, that, except as provided in Section 4.6(b), such extension shall not be effective with respect to any of the Financial Institutions if any one or more Financial Institutions: (i) notifies Agent and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group during the Consent Period that such Financial Institution either does not wish to consent to such extension or wishes to revoke its prior Consent Notice or Investor and (ii) ~~fails to respond to Agent and, if applicable~~the date that is 10 days after such Investor receives an Extension Request (such later date, the ~~Purchaser Agent in such Financial Institution’s Purchaser Group within the Consent Period (each Financial Institution or its related Conduit, as the case may be~~"Reply Date"), that ~~does not wish~~ such Investor consents to ~~consent to such extension or wishes to revoke its prior Consent Notice of fails to respond to Agent and, if applicable, such Purchaser Agent within~~ the Consent Period is herein referred to as a “Non-Renewing Financial Institution”). If none of the events described in the foregoing clauses (i) or (ii) occurs during the Consent Period and all Consent Notices have been received, thenrequested extension, the Liquidity Termination Date ~~shall~~ for such Investor will be ~~irrevocably extended until~~ the date following the then applicable Liquidity Termination Date for such Investor that is ~~364 days after~~ specified by such Investor in writing as its new Liquidity Termination Date. If neither the Investor, nor its Managing Agent on such Investor's behalf, responds to the Seller's Extension Request by the Reply Date for such Investor, such Investor will be deemed to have denied the Seller's Extension Request. Notwithstanding any of the foregoing, an Extension Request that is delivered by the Seller to an Investor prior to then applicable Liquidity Termination Date for such Investor may, with the written consent of the Seller, be accepted in writing by such Investor at any time prior to the then applicable Liquidity Termination Date for such Investor; in such case, the Liquidity Termination Date for such Investor will be the date following the then in effect. Agent shall promptly notify Seller of any Consent Notice or other notice received by Agent pursuant to this Section 4.6(a). (b) Upon receipt of notice from Agent or, if applicable, a Purchaser Agent, pursuant to Section 4.6(a) of any Non-Renewing Financial Institution or that the applicable Liquidity Termination Date ~~has not been extended, one or more of the Financial Institutions (including any Non-Renewing Financial Institution) may proffer to Agent, the Conduit in~~ for such Non-Renewing Financial Institution’s Purchaser Group and, if applicable, the Purchaser Agent in such Non-Renewing Financial Institution’s Purchaser Group the names of one or more institutions meeting the criteria set forth in Section 12.1(b)(i) Investor that are willing to accept assignments of and assume the rights and obligations under this Agreement and the other applicable Transaction Documents of the Non-Renewing Financial Institution. Provided the proffered name(s) are acceptable to Agent, the Conduit in such Non-Renewing Financial Institution’s Purchaser Group and, if applicable, the Purchaser Agent in such Non-Renewing Financial Institution’s Purchaser Group, Agent shall notify each Purchaser Agent and the remaining Financial Institutions in the MUFG Conduit’s Purchaser Group of such fact and each Purchaser Agent shall notify the remaining Financial Institutions in such Purchaser Agent’s Purchaser Group of such fact, and the then existing Liquidity Termination Date shall be extended for an additional 364 days upon satisfaction of the conditions for an assignment in accordance with Section 12.1, and the Commitment of each Non-Renewing Financial Institution shall be reduced to zero. If the rights and obligations under this Agreement and the other applicable Transaction Documents of each Non-Renewing Financial Institution are not assigned as contemplated by this Section 4.6(b) (each such Non-Renewing Financial Institution or its related Conduit, as the case may be, whose rights and obligations under this Agreement and the other applicable Transaction Documents are not so assigned is herein referred to as a “Terminating Financial Institution”) and at least one Financial Institution is not a Non-Renewing Financial Institution, the then existing Liquidity Termination Date shall be extended for an additional 364 days; provided, however, that (i) the Purchase Limit shall be reduced on the Termination Date applicable to each Terminating Financial Institution by an aggregate amount equal to the Terminating Commitment Availability as of such date of each Terminating Financial Institution and shall thereafter continue to be reduced by amounts equal to any reduction in the Capital of any Terminating Financial Institution (after application of Collections pursuant to Sections 2.2 and 2.3), (ii) the Conduit Purchase Limit of each Conduit shall be reduced by the aggregate amount of the Terminating Commitment Amount of each Terminating Financial Institution in such Conduit’s Purchaser Group and (iii) the Commitment of each Terminating Financial Institution shall be reduced to zero on the Termination Date applicable to such Terminating Financial Institution. Upon reduction to zero of the Capital of a Terminating Financial Institution (after application of Collections thereto pursuant to Section 2.2 and 2.3), all rights and obligations of such Terminating Financial Institution hereunder shall be terminated and such Terminating Financial Institution shall no longer be a “Financial Institution”; provided, however, that the provisions of Article X shall continue in effect for its benefit with respect to the Capital held specified by such ~~Terminating Financial Institution prior to~~ Investor in writing as its termination as a Financial Institution. For the avoidance of doubt, each reference to a Financial Institution in the context of a Terminating Financial Institution shall be deemed to refer to the related Conduit if such Conduit continues to have Capital outstanding as a Terminating Financial Institution. (c) Any requested extension of the Liquidity Termination Date may be approved or disapproved by a Financial Institution in its sole discretion. In the event that the Commitments are not extended in accordance with the provisions of this Section 4.6, the Commitment of each Financial Institution shall be reduced to zero on the new Liquidity Termination Date. Upon reduction to zero of the Commitment of a Financial Institution and upon reduction to zero of the Capital of such Financial Institution, all rights and obligations of such Financial Institution hereunder shall be terminated and such Financial Institution shall no longer be a “Financial Institution”; provided, however, that the provisions of Article X shall continue in effect for its benefit with respect to the Capital held by such Financial Institution prior to its termination as a Financial Institution.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Bon Ton Stores Inc)

Appears in 1 contract

Samples: Receivables Purchase Agreement (Patterson Companies, Inc.)

Appears in 1 contract

Samples: Receivables Purchase Agreement (Avnet Inc)

Appears in 1 contract

Samples: Receivables Purchase Agreement (Graybar Electric Co Inc)

Extension of Liquidity Termination Date. (a) Seller may request one or more 364-day extensions of the Liquidity Termination Date then in effect by giving written notice of such request to the Agent (each such ~~notice,~~ notice an “Extension Notice”) at least 60 days prior to the Liquidity Termination Date then in effect. After the Agent’s receipt of any Extension Notice, the Agent shall promptly ~~notify~~ advise each ~~Purchaser Agent of such Extension Notice. After Agent’s and each Purchaser Agent’s receipt of any Extension Notice, Agent shall promptly notify the~~ Financial ~~Institutions in the MUFG Conduit’s Purchaser Group of such Extension Notice and each Purchaser Agent shall promptly notify the Financial Institutions in such Purchaser Agent’s Purchaser Group~~ Institution of such Extension Notice. Each Financial Institution may, in its sole discretion, by a revocable notice (a “Consent Notice”) given to the Agent ~~and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group~~ on or prior to the 30th day prior to the Liquidity Termination Date then in effect (such period from the date of the Extension Notice to such 30th day being referred to herein as the “Consent Period”), consent to such extension of such Liquidity Termination Date; provided, however, that, except as provided in Section 4.6(b), such extension shall not be effective with respect to any of the Financial Institutions if any one or more Financial Institutions: (i) notifies the Agent ~~and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group~~ during the Consent Period that such Financial Institution either does not wish to consent to such extension or wishes to revoke its prior Consent Notice or (ii) fails to respond to the Agent ~~and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group~~ within the Consent Period (each Financial Institution ~~or its related Conduit, as the case may be,~~ that does not wish to consent to such extension or wishes to revoke its prior Consent Notice of or fails to respond to ~~Agent and, if applicable, such Purchaser~~ the Agent within the Consent Period is herein referred to as a “Non-Renewing Financial Institution”). If none of the events described in the foregoing clauses (i) or (ii) occurs during the Consent Period and all Consent Notices have been received, then, the Liquidity Termination Date shall be irrevocably extended until the date that is 364 days after the Liquidity Termination Date then in effect. The Agent shall promptly notify Seller of any Consent Notice or other notice received by the Agent pursuant to this Section 4.6(a). (b) Upon receipt of notice from the Agent ~~or, if applicable, a Purchaser Agent,~~ pursuant to Section 4.6(a) of any Non-Renewing Financial Institution or that the Liquidity Termination Date has not been extended, one or more of the Financial Institutions (including any Non-Renewing Financial Institution) may proffer to ~~Agent,~~ the ~~Conduit in such Non-Renewing Financial Institution’s Purchaser Group and, if applicable, the Purchaser~~ Agent ~~in such Non-Renewing Financial Institution’s Purchaser Group~~ and Company the names of one or more institutions meeting the criteria set forth in Section 12.1(b)(i) that are willing to accept assignments of and assume the rights and obligations under this Agreement and the other applicable Transaction Documents of the Non-Renewing Financial Institution. Provided the proffered name(s) are acceptable to ~~Agent~~the Agent and Company, the Conduit in such Non-Renewing Financial Institution’s Purchaser Group and, if applicable, the Purchaser Agent in such Non-Renewing Financial Institution’s Purchaser Group, Agent shall notify each Purchaser Agent and the remaining Financial Institutions in the MUFG Conduit’s Purchaser Group of such fact and each Purchaser Agent shall notify the remaining Financial Institutions ~~in such Purchaser Agent’s Purchaser Group~~ of such fact, and the then existing Liquidity Termination Date shall be extended for an additional 364 days upon satisfaction of the conditions for an assignment in accordance with Section ~~12.1,~~ 12.1 and the Commitment of each Non-Renewing Financial Institution shall be reduced to zero. If the rights and obligations under this Agreement and the other applicable Transaction Documents of each Non-Renewing Financial Institution are not assigned as contemplated by this Section 4.6(b) (each such Non-Renewing Financial Institution ~~or its related Conduit, as the case may be,~~ whose rights and obligations under this Agreement and the other applicable Transaction Documents are not so assigned is herein referred to as a “Terminating Financial Institution”) and at least one Financial Institution is not a Non-Renewing Financial Institution, the then existing Liquidity Termination Date shall be extended for an additional 364 days; provided, however, that (i) the Purchase Limit shall be reduced on the Liquidity Termination Date ~~applicable to each~~ that such Terminating Financial Institution did not consent to extend by an aggregate amount equal to the Terminating Commitment Availability as of such date of each Terminating Financial Institution and shall thereafter continue to be reduced by amounts equal to any reduction in the Capital of any Terminating Financial Institution (after application of Collections pursuant to Sections 2.2 and 2.3), ) and (ii) the Conduit Purchase Limit of each Conduit shall be reduced by the aggregate amount of the Terminating Commitment Amount of each Terminating Financial Institution in such Conduit’s Purchaser Group and (iii) the Commitment of each Terminating Financial Institution shall be reduced to zero on the Termination Date applicable to such Terminating Financial Institution. Upon reduction to zero of the Capital of all of the Purchaser Interests of a Terminating Financial Institution (after application of Collections thereto pursuant to ~~Section~~ Sections 2.2 and 2.3), ) all rights and obligations of such Terminating Financial Institution hereunder shall be terminated and such Terminating Financial Institution shall no longer be a “Financial Institution”; provided, however, that the provisions of Article X shall continue in effect for its benefit with respect to ~~the Capital~~ Purchaser Interests held by such Terminating Financial Institution prior to its termination as a Financial Institution. For the avoidance of doubt, each reference to a Financial Institution in the context of a Terminating Financial Institution shall be deemed to refer to the related Conduit if such Conduit continues to have Capital outstanding as a Terminating Financial Institution. (c) Any requested extension of the Liquidity Termination Date may be approved or disapproved by a Financial Institution in its sole discretion. In the event that the Commitments are not extended in accordance with the provisions of this Section 4.6, the Commitment of each Financial Institution shall be reduced to zero on the Liquidity Termination Date. Upon reduction to zero of the Commitment of a Financial Institution and upon reduction to zero of the Capital of all of the Purchaser Interests of such Financial ~~Institution,~~ Institution all rights and obligations of such Financial Institution hereunder shall be terminated and such Financial Institution shall no longer be a “Financial Institution”; provided, however, that the provisions of Article X shall continue in effect for its benefit with respect to ~~the Capital~~ Purchaser Interests held by such Financial Institution prior to its termination as a Financial Institution. (f) Section 6.2 of the Purchase Agreement is hereby amended by deleting the phrase “(other than pursuant to Section 13.1)” from such section. (g) Section 10.1 of the Purchase Agreement is hereby amended by (i) replacing the phrase “the Agent and each Purchaser” in the lead-in to such section with the phrase “the Agent, each Funding Source and each Purchaser” and (ii) replacing the phrase “(which attorneys may be employees of the Agent or such Purchaser)” in the lead-in to such section with the phrase “(which attorneys may be employees of the Agent, such Funding Source or such Purchaser)”. (h) Section 12.1(a) of the Purchase Agreement is hereby amended by amending and restating in their entirety the first two sentences of such section to read as follows: Seller, the Servicer, Agent and each Financial Institution hereby agree and consent to the complete or partial assignment by Company of all or any portion of its rights under, interest in, title to and obligations under this Agreement to any Funding Source or to any other Person, and upon such assignment, Company shall be released from its obligations so assigned. Further, Seller, the Servicer, the Agent and each Financial Institution hereby agree that any assignee of Company of this Agreement or all or any of the Purchaser Interests of Company shall have all of the rights and benefits under this Agreement as if the term “Company” explicitly referred to such party (provided that the Purchaser Interests of any such assignee shall accrue Yield pursuant to Section 4.1), and no such assignment shall in any way impair the rights and benefits of Company hereunder. (i) Section 12.2 of the Purchase Agreement is hereby amended by amending and restating in its entirety the first sentence of such section to read as follows: Any Financial Institution may, in the ordinary course of its business, at any time sell to one or more Persons (each a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Financial Institutions, its obligation hereunder or any other interest of such Financial Institution hereunder. (j) Article XIII of the Purchase Agreement is hereby deleted in its entirety and replaced with the following phrase “ARTICLE XIII {RESERVED}”. (k) Section 14.1(b)(i) of the Purchase Agreement is hereby amended by (i) replacing the phrase “(except pursuant to Sections 13.1 or 13.5)” in such section with the following phrase “(other than, to the extent applicable in each case, pursuant to Section 4.6 or the terms of the Liquidity Agreement or any other Funding Agreement)” and (ii) replacing the phrase “Required Financial Institutions or this Section 14.1(b)” in such section with the following phrase “Required Financial Institutions, Section 4.6 or this Section 14.1(b)”. (l) Section 14.5(b) of the Purchase Agreement is hereby amended by replacing the phrase “by the Agent to any rating agency, Commercial Paper dealer or provider of a surety, guaranty or credit or liquidity enhancement to Company” in such section with the following phrase “by the Agent or Company to any rating agency, Commercial Paper dealer, any Funding Source or other provider of a surety, guaranty or credit or liquidity enhancement to Company”. (m) Section 14.13 of the Purchase Agreement is hereby amended by (i) replacing the phrase “(i) as administrative agent for Company or any Financial Institution,” in such section with the following phrase “(i) as administrative agent for Company or any Financial Institution, or as a Funding Source or agent for any Funding Source,” and (ii) deleting the phrase “, and the giving of notice to the Agent of a mandatory purchase pursuant to Section 13.1” from the last sentence of such section. (n) Exhibit I to the Purchase Agreement is hereby amended by (i) replacing the phrase “or (iii) is assigned under Article XIII” in the definition of “Broken Funding Costs” in such exhibit with the phrase “or (iii) is assigned pursuant to any Funding Agreement or otherwise transferred” and (ii) replacing the phrase “assignment or termination” both times it appears in the definition of “Broken Funding Costs” in such exhibit with the phrase “assignment, transfer or termination”. (o) Exhibit I to the Purchase Agreement is hereby amended by amending and restating in its entirety the definition of “Commitment” in such exhibit to read as follows:

Appears in 1 contract

Samples: Receivables Purchase Agreement (Ceridian Corp /De/)

Appears in 1 contract

Samples: Receivables Purchase Agreement (Energizer Holdings Inc)

Extension of Liquidity Termination Date. (a) Seller may request one or more ~~364-day~~ 364‑day extensions of the Liquidity Termination Date then in effect by giving written notice of such request to the Agent (each such ~~notice,~~ notice an “Extension Notice”) at least 60 days prior to the Liquidity Termination Date then in effect. After the Agent’s receipt of any Extension Notice, the Agent shall promptly ~~notify~~ advise each ~~Purchaser Agent of such Extension Notice. After Agent’s and each Purchaser Agent’s receipt of any Extension Notice, Agent shall promptly notify the~~ Financial ~~Institutions in the MUFG Conduit’s Purchaser Group of such Extension Notice and each Purchaser Agent shall promptly notify the Financial Institutions in such Purchaser Agent’s Purchaser Group~~ Institution of such Extension Notice. Each Financial Institution may, in its sole discretion, by a revocable notice (a “Consent Notice”) given to the Agent ~~and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group~~ on or prior to the 30th day prior to the Liquidity Termination Date then in effect (such period from the date of the Extension Notice to such 30th day being referred to herein as the “Consent Period”), consent to such extension of such Liquidity Termination Date; provided, however, that, except as provided in Section ~~4.6(b~~4.5(b), such extension shall not be effective with respect to any of the Financial Institutions if any one or more Financial Institutions: (i) notifies the Agent ~~and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group~~ during the Consent Period that such Financial Institution either does not wish to consent to such extension or wishes to revoke its prior Consent Notice or (ii) fails to respond to the Agent ~~and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group~~ within the Consent Period (each Financial Institution ~~or its related Conduit, as the case may be,~~ that does not wish to consent to such extension or wishes to revoke its prior Consent Notice of or fails to respond to ~~Agent and, if applicable, such Purchaser~~ the Agent within the Consent Period is herein referred to as a “Non-Renewing Financial Institution”). If none of the events described in the foregoing ~~clauses~~ clause (i) or (ii) occurs during the Consent Period and all Consent Notices have been received, then, the Liquidity Termination Date shall be irrevocably extended until the date that is 364 days after the Liquidity Termination Date then in effect. The Agent shall promptly notify Seller of any Consent Notice or other notice received by the Agent pursuant to this Section ~~4.6(a~~4.5(a). (b) Upon receipt of notice from the Agent ~~or, if applicable, a Purchaser Agent,~~ pursuant to Section ~~4.6(a~~4.5(a) of any Non-Renewing Financial Institution or that the Liquidity Termination Date has not been extended, one or more of the Financial Institutions (including any Non-Renewing Financial Institution) may proffer to ~~Agent,~~ the ~~Conduit in such Non-Renewing Financial Institution’s Purchaser Group and, if applicable,~~ Agent and the ~~Purchaser Agent~~ Company in such Non-Renewing Financial Institution’s Purchaser Group the names of one or more institutions meeting the criteria set forth in Section 12.1(b)(i) that are willing to accept assignments of and assume the rights and obligations under this Agreement and the other applicable Transaction Documents of the Non-Renewing Financial Institution. Provided the proffered name(s) are acceptable to ~~Agent,~~ the ~~Conduit in such Non-Renewing Financial Institution’s Purchaser Group and, if applicable,~~ Agent and the ~~Purchaser Agent~~ Company in such Non-Renewing Financial Institution’s Purchaser Group, ~~Agent shall notify each Purchaser Agent and~~ the ~~remaining Financial Institutions in the MUFG Conduit’s Purchaser Group of such fact and each Purchaser~~ Agent shall notify the remaining Financial Institutions ~~in such Purchaser Agent’s Purchaser Group~~ of such fact, and the then existing Liquidity Termination Date shall be extended for an additional 364 days upon satisfaction of the conditions for an assignment in accordance with Section ~~12.1,~~ 12.1 and the Commitment of each Non-Renewing Financial Institution shall be reduced to zero. If the rights and obligations under this Agreement and the other applicable Transaction Documents of each Non-Renewing Financial Institution are not assigned as contemplated by this Section ~~4.6(b~~4.5(b) (each such Non-Renewing Financial Institution ~~or its related Conduit, as the case may be,~~ whose rights and obligations under this Agreement and the other applicable Transaction Documents are not so assigned is herein referred to as a “Terminating Financial Institution”) and at least one Financial Institution is not a Non-Renewing Financial Institution, the then existing Liquidity Termination Date shall be extended for an additional 364 days; provided, however, that (i) the Purchase Limit shall be reduced on the Liquidity Provider Termination Date applicable to each Terminating Financial Institution by an aggregate amount equal to the Terminating Commitment Availability ~~as of such date~~ of each Terminating Financial Institution as of such date and shall thereafter continue to be reduced by amounts equal to any reduction in the Capital of any Terminating Financial Institution (after application of Collections pursuant to Sections 2.2 and 2.3), (ii) the ~~Conduit~~ Company Purchase Limit of each ~~Conduit~~ Company shall be reduced by the aggregate amount of the Terminating Commitment Amount of each Terminating Financial Institution in such ~~Conduit~~Company’s Purchaser Group and (iii) the Commitment of each Terminating Financial Institution shall be reduced to zero on the Liquidity Provider Termination Date applicable to such Terminating Financial Institution. Upon reduction to zero of the Capital of all of the Purchaser Interests of a Terminating Financial Institution (after application of Collections thereto pursuant to ~~Section~~ Sections 2.2 and 2.3), all rights and obligations of such Terminating Financial Institution hereunder shall be terminated and such Terminating Financial Institution shall no longer be a “Financial Institution”; provided, however, that the provisions of Article X shall continue in effect for its benefit with respect to ~~the Capital~~ Purchaser Interests held by such Terminating Financial Institution prior to its termination as a Financial Institution. For the avoidance of doubt, each reference to a Financial Institution in the context of a Terminating Financial Institution shall be deemed to refer to the related Conduit if such Conduit continues to have Capital outstanding as a Terminating Financial Institution. (c) Any requested extension ~~of the Liquidity Termination Date~~ may be approved or disapproved by a Financial Institution in its sole discretion. In the event that the Commitments are not extended in accordance with the provisions of this Section ~~4.6~~4.5, the Commitment of each Financial Institution shall be reduced to zero on the Liquidity Termination Date. Upon reduction to zero of the Commitment of a Financial Institution and upon reduction to zero of the Capital of all of the Purchaser Interests of such Financial ~~Institution,~~ Institution all rights and obligations of such Financial Institution hereunder shall be terminated and such Financial Institution shall no longer be a “Financial Institution”; provided, however, that the provisions of Article X shall continue in effect for its benefit with respect to ~~the Capital~~ Purchaser Interests held by such Financial Institution prior to its termination as a Financial Institution.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Avnet Inc)

Common use of Extension of Liquidity Termination Date Clause in Contracts