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 did not seek an extension of the Liquidity Termination Date (each such Committed Purchaser being referred to herein as a “Non-Renewing Committed Purchaser”), and, in the case of a Non-Renewing Committed Purchaser described in clause (a), the Commitment of such Non-Renewing Committed Purchaser is not assigned to another Person in accordance with the terms of this Article XI prior to the then current Liquidity Termination Date, the Purchase Limit shall be reduced by an amount equal to each such Non-Renewing Committed Purchaser’s Commitment on the then current Liquidity Termination Date.
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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 60 days prior to, and not less than 60 45 days prior to, the then current Liquidity Termination Date. Each Managing Agent so advised by the Seller shall promptly notify each Committed Purchaser Alternate Investor in its related Purchaser Group of any such request and each such Committed Purchaser Alternate Investor shall notify its related Managing Agent, the Collateral Deal Agent and the Seller of its decision to accept or decline the request for such extension no later than 30 20 days prior to the then current Liquidity Termination Date (it being understood that each Committed Purchaser Alternate Investor 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 Deal Agent and the Seller shall be deemed an election not to extend by such Committed PurchaserAlternate Investor). In the event that at least one Committed Purchaser Alternate Investor agrees to extend the Liquidity Termination Date, the Seller Parties, the Collateral Deal Agent, the extending Committed Purchasers Alternate Investors and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers Alternate Investors may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed PurchasersAlternate Investors, the Managing Agents and the Collateral Deal Agent (including reasonable attorneys’ ' fees) shall be paid by the Seller. In the event that any Committed Purchaser Alternate Investor (a) declines the request to extend the Liquidity Termination Date or (b) is in a Purchaser Group with respect to which the Seller did not seek an extension of the Liquidity Termination Date (each such Committed Purchaser Alternate Investor being referred to herein as a “"Non-Renewing Committed Purchaser”Alternate Investor"), and, in the case of a Non-Renewing Committed Purchaser Alternate Investor described in clause (a), the Commitment of such Non-Renewing Committed Purchaser Alternate Investor is not assigned to another Person in accordance with the terms of this Article XI XIII prior to the then current Liquidity Termination Date, the Purchase Program Limit shall be reduced by an amount equal to each such Non-Renewing Committed Purchaser’s Alternate Investor's Commitment on the then current Liquidity Termination Date.
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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 Financial Institution in its related Purchaser Purchase Group of any such request and each such Committed Purchaser 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 Committed Purchaser 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 Committed PurchaserFinancial Institution). In the event that at least one Committed Purchaser Financial Institution agrees to extend the Liquidity Termination Date, the Seller Parties, the Collateral Agent, the extending Committed Purchasers Financial Institutions and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers Financial Institutions may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed PurchasersFinancial Institutions, the Managing Agents and the Collateral Agent (including reasonable attorneys’ ' fees) shall be paid by the Seller. In the event that any Committed Purchaser Financial Institution (a) declines the request to extend the Liquidity Termination Date or (b) is in a Purchaser Purchase Group with respect to which the Seller did not seek an extension of the Liquidity Termination Date (each such Committed Purchaser Financial Institution being referred to herein as a “"Non-Renewing Committed Purchaser”Financial Institution"), and, in the ---------------------------------- case of a Non-Renewing Committed Purchaser Financial Institution described in clause (a), the Commitment of such Non-Renewing Committed Purchaser Financial Institution is not assigned to another Person in accordance with the terms of this Article XI XII prior to the then ----------- current Liquidity Termination Date, the Purchase Limit shall be reduced by an amount equal to each such Non-Renewing Committed Purchaser’s Financial Institution's Commitment on the then current Liquidity Termination Date.
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Samples: Receivables Purchase Agreement (Owens & Minor Inc/Va/)
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 The Administrative Seller may request to extend the Liquidity Termination Date one or (b) is in a Purchaser Group with respect to which the Seller did not seek an extension more 364-day extensions of the Liquidity Termination Date then in effect by giving written notice of such request to the Agent (each such Committed Purchaser notice an “Extension Notice”) at least 90 days prior to the Liquidity Termination Date then in effect. After the Agent’s receipt of any Extension Notice, the Agent shall promptly advise each Financial Institution of such Extension Notice. Each Financial Institution may, in its sole discretion, by a written irrevocable notice (a “Consent Notice”) given to the Agent 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 a the “Non-Renewing Committed PurchaserConsent Period”), andconsent to such extension of such Liquidity Termination Date; provided, however, that such extension shall not be effective with respect to a Financial Institution if such Financial Institution: (i) notifies the Agent during the Consent Period that such Financial Institution does not wish to consent to such extension or (ii) fails to respond to the Agent within the Consent Period (each Financial Institution that does not wish to consent to such extension or fails to respond to the Agent within the Consent Period is herein referred to as a “Nonrenewing Financial Institution”). If at the end of the Consent 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. If at the case end of the Consent Period there is a Non-Renewing Committed Purchaser described in clause Nonrenewing Financial Institution, then unless such Nonrenewing Financial Institution assigns its rights and obligations hereunder pursuant to Section 4.6(b) (aeach such Nonrenewing 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 Commitment of such Non-Renewing Committed Purchaser is not assigned to another Person in accordance with the terms of this Article XI prior to the then current existing Liquidity Termination DateDate shall 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 Terminating Financial Institution (after application of Collections pursuant to 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 Non-Renewing Committed PurchaserCompany’s Purchaser Group and (iii) the Commitment of each Terminating Financial Institution shall be reduced to zero on the then current Liquidity Termination Date.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. AMENDMENT NO. 7 TO FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT AND REAFFIRMATION OF PERFORMANCE UNDERTAKING
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Extension of Liquidity Termination Date. The Seller may advise any Managing Agent in writing of its desire to request 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 an additional period not exceeding such Investor to the date occurring 364 days, provided days (or less) past the then applicable Liquidity Termination Date for such Investor by giving written notice of such request is made not (an “Extension Request”) to the Managing Agent for such Investor. Such Extension Request shall be delivered no 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 less than 30 days prior to the then current applicable Liquidity Termination Date (it being understood that each Committed Purchaser may accept for such Investor. If the applicable Investor, or decline such request in its sole discretion and Managing Agent on such terms as it may electInvestor’s behalf, advises the Seller in writing by the later of (i) the date that is 30 days prior to the then applicable Liquidity Termination Date for such Investor and (ii) the failure to so notify its Managing Agentdate that is 10 days after such Investor receives an Extension Request (such later date, the Collateral Agent and “Reply Date”), that such Investor consents to 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 requested 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) for such Investor will be the date following the then applicable Liquidity Termination Date for such Investor that is specified by such Investor in a Purchaser Group with respect writing as its new Liquidity Termination Date. If neither the Investor, nor its Managing Agent on such Investor’s behalf, responds to which 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 did not seek to an extension 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 (each for such Committed Purchaser being referred to herein as a “Non-Renewing Committed Purchaser”), and, in Investor will be the case of a Non-Renewing Committed Purchaser described in clause (a), the Commitment of such Non-Renewing Committed Purchaser is not assigned to another Person in accordance with the terms of this Article XI prior to date following the then current applicable Liquidity Termination Date, the Purchase Limit shall be reduced Date for such Investor that is specified by an amount equal to each such Non-Renewing Committed Purchaser’s Commitment on the then current Investor in writing as its new Liquidity Termination Date.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Bon Ton Stores Inc)
Extension of Liquidity Termination Date. The Seller may advise any Managing Agent in writing of its desire to request 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 an additional period not exceeding such Investor to the date occurring 364 days, provided days (or less) past the then applicable Liquidity Termination Date for such Investor by giving written notice of such request is made not (an "Extension Request") to the Managing Agent for such Investor. Such Extension Request shall be delivered no 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 less than 30 days prior to the then current applicable Liquidity Termination Date (it being understood that each Committed Purchaser may accept for such Investor. If the applicable Investor, or decline such request in its sole discretion and Managing Agent on such terms as it may electInvestor's behalf, advises the Seller in writing by the later of (i) the date that is 30 days prior to the then applicable Liquidity Termination Date for such Investor and (ii) the failure to so notify its Managing Agentdate that is 10 days after such Investor receives an Extension Request (such later date, the Collateral Agent and "Reply Date"), that such Investor consents to 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 requested 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) for such Investor will be the date following the then applicable Liquidity Termination Date for such Investor that is specified by such Investor in a Purchaser Group with respect writing as its new Liquidity Termination Date. If neither the Investor, nor its Managing Agent on such Investor's behalf, responds to which 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 did not seek to an extension 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 (each for such Committed Purchaser being referred to herein as a “Non-Renewing Committed Purchaser”), and, in Investor will be the case of a Non-Renewing Committed Purchaser described in clause (a), the Commitment of such Non-Renewing Committed Purchaser is not assigned to another Person in accordance with the terms of this Article XI prior to date following the then current applicable Liquidity Termination Date, the Purchase Limit shall be reduced Date for such Investor that is specified by an amount equal to each such Non-Renewing Committed Purchaser’s Commitment on the then current Investor in writing as its new Liquidity Termination Date.
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Samples: Receivables Purchase Agreement (Bon Ton Stores Inc)
Extension of Liquidity Termination Date. (a) The Seller Borrower may, by notice to the Agent (which shall promptly notify the Committed Lenders) not less than 30 days and not more than 60 days prior to the Liquidity Termination Date then in effect hereunder (the "EXISTING LIQUIDITY TERMINATION DATE"), 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 the Liquidity Termination Date be extended beyond November 19, 2003. Each Liquidity Provider, acting in its sole discretion, shall, by notice to the Borrower and the Agent given on or before the date (herein, the "CONSENT DATE") that is 30 days prior to the 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 advise any Managing Agent in writing of its desire 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 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 (a "NON-EXTENDING LIQUIDITY PROVIDER") shall notify its related Managing Agent, the Collateral Agent and (which shall notify the Seller other Liquidity Providers) of its decision to accept or decline the request for such extension fact promptly after such determination (but in any event no later than 30 days prior to the then current Consent Date) and any Liquidity Termination Provider that does not advise the Borrower on or before the Consent 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 did not seek an extension of the Liquidity Termination Date (each such Committed Purchaser being referred to herein as a “Non-Renewing Committed Purchaser”), and, in the case of a Non-Renewing Committed Purchaser described in clause (a), the Commitment extending Liquidity Provider. The election of any Liquidity Provider to agree to such Non-Renewing Committed Purchaser is extension shall not assigned obligate any other Liquidity Provider to another Person in accordance with the terms of this Article XI prior to the then current Liquidity Termination Date, the Purchase Limit shall be reduced by an amount equal to each such Non-Renewing Committed Purchaser’s Commitment on the then current Liquidity Termination Dateso agree.
Appears in 1 contract
Samples: Administration 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 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 Seller may request to extend the Liquidity Termination Date one or (b) is in a Purchaser Group with respect to which the Seller did not seek an extension more 364-day extensions of the Liquidity Termination Date then in effect by giving written notice of such request to Agent (each such Committed 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 BTMU 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 THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT 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 Committed PurchaserFinancial Institution”), and, . If none of the events described in the case of a Non-Renewing Committed Purchaser described in clause foregoing clauses (a)i) or (ii) occurs during the Consent Period and all Consent Notices have been received, then, the Commitment of such Non-Renewing Committed Purchaser is not assigned to another Person in accordance with the terms of this Article XI prior to the then current Liquidity Termination Date, the Purchase Limit Date shall be reduced by an amount equal to each such Non-Renewing Committed Purchaser’s Commitment on irrevocably extended until the then current date that is 364 days after the Liquidity Termination DateDate 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).
Appears in 1 contract
Samples: Receivables Purchase Agreement (Patterson Companies, 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 Seller may request to extend the Liquidity Termination Date one or (b) is in a Purchaser Group with respect to which the Seller did not seek an extension more 364-day extensions of the Liquidity Termination Date then in effect by giving written notice of such request to the Agent (each such Committed Purchaser 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 advise each Financial Institution of such Extension Notice. Each Financial Institution may, in its sole discretion, by a written irrevocable notice (a "Consent Notice") given to the Agent 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 such extension shall not be effective with respect to a “Financial Institution if such Financial Institution: (i) notifies the Agent during the Consent Period that such Financial Institution does not wish to consent to such extension or (ii) fails to respond to the Agent within the Consent Period (each Financial Institution that does not wish to consent to such extension or fails to respond to the Agent within the Consent Period is herein referred to as a "Non-Renewing Committed Purchaser”Financial Institution"). If at the end of the Consent Period, andthere 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. If at the case end of the Consent Period there is a Non-Renewing Committed Purchaser described in clause (a)Financial Institution, the Commitment of then unless such Non-Renewing Committed Purchaser 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 not assigned herein referred to another Person in accordance with the terms of this Article XI prior to as a "Terminating Financial Institution"), the then current existing Liquidity Termination DateDate shall 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 Terminating Financial Institution (after application of Collections pursuant to 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 Non-Renewing Committed Purchaser’s Company's Purchaser Group and (iii) the Commitment of each Terminating Financial Institution shall be reduced to zero on the then current Liquidity Termination DateDate 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.
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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 Seller may request to extend the Liquidity Termination Date one or (b) is in a Purchaser Group with respect to which the Seller did not seek an extension more 364-day extensions of the Liquidity Termination Date then in effect by giving written notice of such request to Agent (each such Committed 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 742515825 10446458 THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT 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 Committed PurchaserFinancial Institution”), and, . If none of the events described in the case of a Non-Renewing Committed Purchaser described in clause foregoing clauses (a)i) or (ii) occurs during the Consent Period and all Consent Notices have been received, then, the Commitment of such Non-Renewing Committed Purchaser is not assigned to another Person in accordance with the terms of this Article XI prior to the then current Liquidity Termination Date, the Purchase Limit Date shall be reduced by an amount equal to each such Non-Renewing Committed Purchaser’s Commitment on irrevocably extended until the then current date that is 364 days after the Liquidity Termination DateDate 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).
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Samples: Receivables Purchase Agreement (Patterson Companies, Inc.)
Extension of Liquidity Termination Date. c The Administrative 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 one or 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 did not seek an extension 364-day extensions of the Liquidity Termination Date then in effect by giving written notice of such request to the Agent (each such Committed Purchaser 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 advise each Financial Institution of such Extension Notice. Each Financial Institution may, in its sole discretion, by a written irrevocable notice (a “Consent Notice”) given to the Agent 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 such extension shall not be effective with respect to a Financial Institution if such Financial Institution: (i) notifies the Agent during the Consent Period that such Financial Institution does not wish to consent to such extension or (ii) fails to respond to the Agent within the Consent Period (each Financial Institution that does not wish to consent to such extension or fails to respond to the Agent within the Consent Period is herein referred to as a “Non-Renewing Committed PurchaserFinancial Institution”). If at the end of the Consent Period, andthere is no Non-Renewing fourth amended and restated receivables purchase agreement 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. If at the case end of the Consent Period there is a Non-Renewing Committed Purchaser described in clause (a)Financial Institution, the Commitment of then unless such Non-Renewing Committed Purchaser 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 not assigned herein referred to another Person in accordance with the terms of this Article XI prior to as a “Terminating Financial Institution”), the then current existing Liquidity Termination DateDate shall 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 Terminating Financial Institution (after application of Collections pursuant to 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 Non-Renewing Committed PurchaserCompany’s Purchaser Group and (iii) the Commitment of each Terminating Financial Institution shall be reduced to zero on the then current Liquidity Termination DateDate 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.
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