Common use of Extension of Term; Terminating Purchase Groups Clause in Contracts

Extension of Term; Terminating Purchase Groups. (a) Seller may, at any time during the period which is no more than ninety (90) days or less than sixty (60) days immediately preceding the Liquidity Termination Date (as such date may have previously been extended pursuant to this Section 13.1(a)), request that the then applicable Liquidity Termination Date (the “Scheduled Liquidity Termination Date”) be extended for up to 364 days. Any such request shall be in writing and delivered to the Administrative Agent and each Managing Agent, and shall be subject to the following conditions: (i) no Committed Purchaser shall have an obligation to extend the Liquidity Termination Date at any time, and (ii) any such extension with respect to any Committed Purchaser shall be effective only upon the written agreement of the Administrative Agent, the applicable Managing Agent, such Committed Purchaser, Seller and Servicer. Each Managing Agent shall respond to any such request on behalf of the Committed Purchasers in its Purchase Group no later than the fifteenth (15th) day prior to the Scheduled Liquidity Termination Date (the “Response Deadline”) and a failure by any Managing Agent to respond by the Response Deadline shall be deemed to be a rejection of the requested extension. In the event that at least one Committed Purchaser agrees to extend the Scheduled Liquidity Termination Date, the Seller Parties, the Administrative Agent, the extending Committed Purchasers, the applicable Managing Agent or Managing Agents and the applicable Conduit Purchaser or Conduit Purchasers 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, Conduit Purchasers and Managing Agents and the Administrative Agent (including reasonable attorneys’ fees) shall be paid by Seller (provided, that Seller shall not, in connection with any such extension, be liable for the fees and expenses of more than one separate law firm at any one time for the Committed Purchasers, Conduit Purchasers, Managing Agents and the Administrative Agent collectively). In the event that any Committed Purchaser declines the request to extend the Liquidity Termination Date (each such Committed Purchaser being referred to herein as a “Terminating Committed Purchaser” and, together with its related Conduit Purchaser, being referred to herein as a “Terminating Purchaser”; the Purchase Group of each Terminating Purchaser being referred to herein as a “Terminating Purchase Group”), and the Commitment of such Terminating Committed Purchaser is not assigned to another Person in accordance with the terms of Article XII prior to the Scheduled Liquidity Termination Date, the Commitment of such Terminating Committed Purchaser shall automatically terminate on the Scheduled Liquidity Termination Date, and the Purchase Limit shall be reduced by an amount equal to each such Terminating Committed Purchaser’s Commitment on the Scheduled Liquidity Termination Date.