Reductions and Extensions of Commitments. (a) At any time the Issuer may, upon at least two (2) Business Days’ prior written notice to the Agents and the Trustee, reduce the Total Commitment. Each partial reduction shall be in an aggregate amount of $10,000,000 or integral multiples of $5,000,000 in excess thereof (or such other amount requested by the Issuer to which the Administrative Agent consents). Reductions of the aggregate Commitments pursuant to this subsection 2.2(a) of this Agreement shall be allocated (x) to the Maximum Purchase Amount of each Purchaser Group, pro rata based on the Purchaser Group Percentages of each Purchaser Group, and (y) to the aggregate Commitments of Committed Purchasers of each Purchaser Group pro rata based on their respective Liquidity Percentages, provided that if the Commercial Paper Notes of any CP Conduit are not rated at least A-1 or the equivalent by any two of Standard & Poor’s, by Moody’s and Xxxxx Rating Services, the Issuer may allocate a non-pro rata portion of any such reduction to the Maximum Purchase Amount of the related Purchaser Group and may allocate a non-pro rata portion of any such reduction to the Commitment of any Committed Purchaser for such Purchaser Group which is a Downgraded Purchaser. (b) On the Purchase Termination Date for a Committed Purchaser, the Commitment of such Purchaser shall be automatically reduced to zero. (c) So long as no Termination Event has occurred and is continuing, the Issuer may request, through the Administrative Agent, that each Committed Purchaser consent to an extension of the Commitment Termination Date for such period as the Issuer may specify (the “Extension Length”), which decision will be made by each Committed Purchaser in its sole and absolute discretion. Upon receipt of any such request, the Administrative Agent shall promptly notify each Agent thereof, which shall notify each Committed Purchaser in its Purchaser Group thereof. Not more than sixty (60) days following the date of a request for an extension (such sixty (60) day) period, the “Election Period”), each Purchaser shall notify the Agent for its Purchaser Group of its willingness or refusal to so consent to an extension of the Commitment Termination Date, and such Agent shall notify the Issuer and the Administrative Agent of such willingness or refusal by each Committed Purchaser not later than the Business Day following the last day of the Election Period. Any Committed Purchaser which notifies the applicable Agent of its refusal to consent to the extension or which does not expressly notify such Agent that it is willing to consent to an extension of the Commitment Termination Date during the applicable Election Period shall be deemed to be a (x) Nonextending Purchaser after the Commitment Termination Date then in effect (such occurrence, unless such Nonextending Purchaser is replaced pursuant to subsection 2.2(d) of this Agreement, a “Partial Expiration Event”) and (y) ”Dissenting Purchaser” from the date of its refusal notice or the end of the applicable Election Period. If a Committed Purchaser has agreed to extend its Commitment Termination Date, and, at the end of the applicable Election Period no Termination Event shall have occurred, the Commitment Termination Date for such Committed Purchaser then in effect shall be extended to the date which is the Extension Length after its then current Commitment Expiration Date. (d) Within two (2) Business Days following the end of an Election Period, the Agent for each Purchaser Group shall notify each other Committed Purchaser in such Purchaser Group, the Administrative Agent, the Issuer and the Servicer of the identity of any Dissenting Purchaser and the amount of its Commitment. Any of such Agent, the Issuer or the related CP Conduits may (but shall not be required to) request one or more other Committed Purchasers in such Purchaser Group, with the consent of the Agent (which shall not be unreasonably withheld) and, the related CP Conduits in their discretion, or seek another financial institution reasonably acceptable to such Agent and, the related CP Conduits in their discretion, to acquire all or a portion of the Commitment of the Dissenting Purchaser and all amounts payable to it hereunder and under the Basic Documents in accordance with Section 8.1 of this Agreement. Each Dissenting Purchaser hereby agrees to assign all or a portion of its Commitment and the amounts payable to it hereunder and under the Basic Documents to a replacement investor identified by the Agent for its Purchaser Group in accordance with the preceding sentence, subject to ratable payment of such Dissenting Purchaser’s Percentage Interest of the Aggregate Note Principal Balance, together with all accrued and unpaid interest thereon, and a ratable portion of all fees and other amounts due to it hereunder and under the Basic Documents. (e) If the Issuer shall not request an extension of the Commitment Termination Date pursuant to subsection 2.2(c), then the Amortization Date shall be deemed to occur on the Commitment Termination Date then in effect.
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Reductions and Extensions of Commitments. (a) At any time the Issuer may, upon at least two (2) Business Days’ ' prior written notice to the Agents and the TrusteeAdministrative Agent, reduce the Total Commitment. Each partial reduction shall be in an aggregate amount of $10,000,000 25,000,000 or integral multiples of $5,000,000 in excess thereof (or such other amount requested by the Issuer to which the Administrative Agent consents). Reductions of the aggregate Commitments pursuant to this subsection 2.2(a) of this Agreement shall be allocated (x) to the Maximum Purchase Amount of each Purchaser GroupCP Conduit, pro rata based on the Purchaser Group Percentages of each Purchaser GroupPercentage represented by such Maximum Purchase Amount, and (y) to the aggregate Commitments of Committed Purchasers of for each Purchaser Group CP Conduit pro rata based on their respective Liquidity Percentages, provided that if the Commercial Paper Notes of any CP Conduit are not rated at least A-1 or the equivalent by any two of Standard & Poor’sS&P, by Moody’s Xxxxx'x and Xxxxx Rating Services, the Issuer may allocate a non-pro rata portion of any such reduction to the Maximum Purchase Amount of the related Purchaser Group such CP Conduit and may allocate a non-pro rata portion of any such reduction to the Commitment of any Committed Purchaser for such Purchaser Group CP Conduit which is a Downgraded PurchaserPurchaser (it being understood that the Issuer will allocate any reduction of the Maximum Purchase Amounts of any CP Conduit pro rata according to its Maximum Purchase Amounts, if any, under each of the Class A-1 Note Purchase Agreement, the Class A-2 Note Purchase Agreement, the Class B Note Purchase Agreement and the Class C Note Purchase Agreement).
(b) On the Purchase Termination Date for a Committed Purchaser, the Commitment of such Class A-1 Purchaser shall be automatically reduced to zero.
(c) So long as no Termination Event has occurred and is continuing, no more than 60 and no less than 30 days prior to the applicable Commitment Termination Date, the Issuer may request, through the Administrative Agent, that each Committed Class A-1 Purchaser consent to an extension of the Commitment Termination Date for such a 364-day period as the Issuer may specify (the “Extension Length”)herein provided, which decision will be made by each Committed Class A-1 Purchaser in its sole and absolute discretion. Upon receipt of any such request, the Administrative Agent shall promptly notify each Agent thereof, which shall notify each Committed Class A-1 Purchaser in its Purchaser Group thereof. Not more than sixty (60) 30 days following the date of a request for an extension (such sixty (60) day) 30-day period, the “"Election Period”"), each Class A-1 Purchaser shall notify the Agent for its Purchaser Group of its willingness or refusal to so consent to an extension of the Commitment Termination Date, and such Agent shall notify the Issuer and the Administrative Agent of such willingness or refusal by each Committed Class A-1 Purchaser not later than the Business Day following the last day of the Election Period. Any Committed Class A-1 Purchaser which notifies the applicable Agent of its refusal to consent to the extension or which does not expressly notify such Agent that it is willing to consent to an extension of the Commitment Termination Date during the applicable Election Period shall be deemed to be a (x) Nonextending Class A-1 Purchaser after the Commitment Termination Date then in effect (such occurrence, unless such Nonextending Class A Purchaser is replaced pursuant to subsection 2.2(d) of this AgreementAgreement or unless the Purchase Termination Date shall have occurred, a “"Partial Expiration Event”") and (y) ”"Dissenting Purchaser” " from the date of its refusal notice or the end of the applicable Election Period. If a Committed Class A-1 Purchaser has agreed to extend its Commitment Termination Date, and, at the end of the applicable Election Period no Termination Event shall have occurred, the Commitment Termination Date for such Committed Class A-1 Purchaser then in effect shall be extended to the date which is the Extension Length after its then current Commitment Expiration Date.
(d) Within two (2) Business Days 364 days following the end first day of an the Election PeriodPeriod or, if such day is not a Business Day, the Agent for each Purchaser Group shall notify each other Committed Purchaser in such Purchaser Group, the Administrative Agent, the Issuer and the Servicer of the identity of any Dissenting Purchaser and the amount of its Commitment. Any of such Agent, the Issuer or the related CP Conduits may (but shall not be required to) request one or more other Committed Purchasers in such Purchaser Group, with the consent of the Agent (which shall not be unreasonably withheld) and, the related CP Conduits in their discretion, or seek another financial institution reasonably acceptable to such Agent and, the related CP Conduits in their discretion, to acquire all or a portion of the Commitment of the Dissenting Purchaser and all amounts payable to it hereunder and under the Basic Documents in accordance with Section 8.1 of this Agreement. Each Dissenting Purchaser hereby agrees to assign all or a portion of its Commitment and the amounts payable to it hereunder and under the Basic Documents to a replacement investor identified by the Agent for its Purchaser Group in accordance with the next preceding sentence, subject to ratable payment of such Dissenting Purchaser’s Percentage Interest of the Aggregate Note Principal Balance, together with all accrued and unpaid interest thereon, and a ratable portion of all fees and other amounts due to it hereunder and under the Basic DocumentsBusiness Day.
(e) If the Issuer shall not request an extension of the Commitment Termination Date pursuant to subsection 2.2(c), then the Amortization Date shall be deemed to occur on the Commitment Termination Date then in effect.
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Samples: Class a 1 Note Purchase Agreement (Americredit Corp)
Reductions and Extensions of Commitments. (a) At any time the Issuer may, upon at least two (2) Business Days’ prior written notice to the Agents and the TrusteeAdministrative Agent, reduce the Total Commitment. Each partial reduction shall be in an aggregate amount of $10,000,000 25,000,000 or integral multiples of $5,000,000 in excess thereof (or such other amount requested by the Issuer to which the Administrative Agent consents). Reductions of the aggregate Commitments pursuant to this subsection 2.2(a) of this Agreement shall be allocated (x) to the Maximum Purchase Amount of each Purchaser GroupCP Conduit, pro rata based on the Purchaser Group Percentages of each Purchaser GroupPercentage represented by such Maximum Purchase Amount, and (y) to the aggregate Commitments of Committed Purchasers of for each Purchaser Group CP Conduit pro rata based on their respective Liquidity Percentages, provided that if the Commercial Paper Notes of any CP Conduit are not rated at least A-1 or the equivalent by any two of Standard & Poor’sS&P, by Moody’s Xxxxx’x and Xxxxx Rating Services, the Issuer may allocate a non-pro rata portion of any such reduction to the Maximum Purchase Amount of the related Purchaser Group such CP Conduit and may allocate a non-pro rata portion of any such reduction to the Commitment of any Committed Purchaser for such Purchaser Group CP Conduit which is a Downgraded PurchaserPurchaser (it being understood that the Issuer will allocate any reduction of the Maximum Purchase Amounts of any CP Conduit pro rata according to its Maximum Purchase Amounts, if any, under each of the Class A-1 Note Purchase Agreement, the Class A-2 Note Purchase Agreement, the Class B Note Purchase Agreement and the Class C Note Purchase Agreement).
(b) On the Purchase Termination Date for a Committed Purchaser, the Commitment of such Class B Purchaser shall be automatically reduced to zero.
(c) So long as no Termination Event has occurred and is continuing, the Issuer may request, through the Administrative Agent, that each Committed Class B Purchaser consent to an extension of the Commitment Termination Date for such period as the Issuer may specify (the “Extension Length”), which decision will be made by each Committed Class B Purchaser in its sole discretion, provided that on the date of the effectiveness of any such extension, and absolute discretionafter giving effect to such extension, the Commitment Termination Date will not be more than three years from such date. Upon receipt of any such request, the Administrative Agent shall promptly notify each Agent thereof, which shall notify each Committed Class B Purchaser in its Purchaser Group thereof. Not more than sixty (60) 60 days following the date of a request for an extension (such sixty (60) day) -day period, the “Election Period”), each Class B Purchaser shall notify the Agent for its Purchaser Group of its willingness or refusal to so consent to an extension of the Commitment Termination Date, and such Agent shall notify the Issuer and the Administrative Agent of such willingness or refusal by each Committed Class B Purchaser not later than the Business Day following the last day of the Election Period. Any Committed Class B Purchaser which notifies the applicable Agent of its refusal to consent to the extension or which does not expressly notify such Agent that it is willing to consent to an extension of the Commitment Termination Date during the applicable Election Period shall be deemed to be a (x) Nonextending Class B Purchaser after the Commitment Termination Date then in effect (such occurrence, unless such Nonextending Purchaser is replaced pursuant to subsection 2.2(d) of this Agreement, a “Partial Expiration Event”) and (y) ”Dissenting Class B Purchaser” from the date of its refusal notice or the end of the applicable Election Period. If a Committed Purchaser has agreed to extend its Commitment Termination Date, and, at the end of the applicable Election Period no Termination Event shall have occurred, the Commitment Termination Date for such Committed Purchaser then in effect shall be extended to the date which is the Extension Length after its then current Commitment Expiration Date.
(d) Within two (2) Business Days following the end of an Election Period, the Agent for each Purchaser Group shall notify each other Committed Purchaser in such Purchaser Group, the Administrative Agent, the Issuer and the Servicer of the identity of any Dissenting Purchaser and the amount of its Commitment. Any of such Agent, the Issuer or the related CP Conduits may (but shall not be required to) request one or more other Committed Purchasers in such Purchaser Group, with the consent of the Agent (which shall not be unreasonably withheld) and, the related CP Conduits in their discretion, or seek another financial institution reasonably acceptable to such Agent and, the related CP Conduits in their discretion, to acquire all or a portion of the Commitment of the Dissenting Purchaser and all amounts payable to it hereunder and under the Basic Documents in accordance with Section 8.1 of this Agreement. Each Dissenting Purchaser hereby agrees to assign all or a portion of its Commitment and the amounts payable to it hereunder and under the Basic Documents to a replacement investor identified by the Agent for its Purchaser Group in accordance with the preceding sentence, subject to ratable payment of such Dissenting Purchaser’s Percentage Interest of the Aggregate Note Principal Balance, together with all accrued and unpaid interest thereon, and a ratable portion of all fees and other amounts due to it hereunder and under the Basic Documents.
(e) If the Issuer shall not request an extension of the Commitment Termination Date pursuant to subsection 2.2(c), then the Amortization Date shall be deemed to occur on the Commitment Termination Date then in effect.
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Reductions and Extensions of Commitments. (a) At any time the Issuer may, upon at least two (2) Business Days’ prior written notice to the Agents and the TrusteeAdministrative Agent, reduce the Total Commitment. Each partial reduction shall be in an aggregate amount of $10,000,000 25,000,000 or integral multiples of $5,000,000 in excess thereof (or such other amount requested by the Issuer to which the Administrative Agent consents). Reductions of the aggregate Commitments pursuant to this subsection 2.2(a) of this Agreement shall be allocated (x) to the Maximum Purchase Amount of each Purchaser GroupCP Conduit, pro rata based on the Purchaser Group Percentages of each Purchaser GroupPercentage represented by such Maximum Purchase Amount, and (y) to the aggregate Commitments of Committed Purchasers of for each Purchaser Group CP Conduit pro rata based on their respective Liquidity Percentages, provided that if the Commercial Paper Notes of any CP Conduit are not rated at least A-1 “A-1” or the equivalent by any two of Standard & Poor’s, by Moody’s and Xxxxx Rating Services, the Issuer may allocate a non-pro rata portion of any such reduction to the Maximum Purchase Amount of the related Purchaser Group such CP Conduit and may allocate a non-pro rata portion of any such reduction to the Commitment of any Committed Purchaser for such Purchaser Group CP Conduit which is a Downgraded PurchaserPurchaser (it being understood that the Issuer will allocate any reduction of the Maximum Purchase Amounts of any CP Conduit pro rata according to its Maximum Purchase Amounts, if any, under each of the Class A Note Purchase Agreement, the Class B Note Purchase Agreement and the Class C Note Purchase Agreement).
(b) On the Purchase Termination Date for a Committed Purchaser, the Commitment of such Class A Purchaser shall be automatically reduced to zero.
(c) So long as no Termination Event has occurred and is continuing, the Issuer may request, through the Administrative Agent, that each Committed Class A Purchaser consent to an extension of the Commitment Termination Date for such period as the Issuer may specify (the “Extension Length”), which decision will be made by each Committed Class A Purchaser in its sole discretion, provided that on the date of the effectiveness of any such extension, and absolute discretionafter giving effect to such extension, the Commitment Termination Date will not be more than 364 days from such date. Upon receipt of any such request, the Administrative Agent shall promptly notify each Agent thereof, which shall notify each Committed Class A Purchaser in its Purchaser Group thereof. Not more than sixty (60) days following the date of a request for an extension (such sixty (60) day) period, the “Election Period”), each Purchaser shall notify the Agent for its Purchaser Group of its willingness or refusal to so consent to an extension of the Commitment Termination Date, and such Agent shall notify the Issuer and the Administrative Agent of such willingness or refusal by each Committed Purchaser not later than the Business Day following the last day of the Election Period. Any Committed Purchaser which notifies the applicable Agent of its refusal to consent to the extension or which does not expressly notify such Agent that it is willing to consent to an extension of the Commitment Termination Date during the applicable Election Period shall be deemed to be a (x) Nonextending Purchaser after the Commitment Termination Date then in effect (such occurrence, unless such Nonextending Purchaser is replaced pursuant to subsection 2.2(d) of this Agreement, a “Partial Expiration Event”) and (y) ”Dissenting Purchaser” from the date of its refusal notice or the end of the applicable Election Period. If a Committed Purchaser has agreed to extend its Commitment Termination Date, and, at the end of the applicable Election Period no Termination Event shall have occurred, the Commitment Termination Date for such Committed Purchaser then in effect shall be extended to the date which is the Extension Length after its then current Commitment Expiration Date.
(d) Within two (2) Business Days following the end of an Election Period, the Agent for each Purchaser Group shall notify each other Committed Purchaser in such Purchaser Group, the Administrative Agent, the Issuer and the Servicer of the identity of any Dissenting Purchaser and the amount of its Commitment. Any of such Agent, the Issuer or the related CP Conduits may (but shall not be required to) request one or more other Committed Purchasers in such Purchaser Group, with the consent of the Agent (which shall not be unreasonably withheld) and, the related CP Conduits in their discretion, or seek another financial institution reasonably acceptable to such Agent and, the related CP Conduits in their discretion, to acquire all or a portion of the Commitment of the Dissenting Purchaser and all amounts payable to it hereunder and under the Basic Documents in accordance with Section 8.1 of this Agreement. Each Dissenting Purchaser hereby agrees to assign all or a portion of its Commitment and the amounts payable to it hereunder and under the Basic Documents to a replacement investor identified by the Agent for its Purchaser Group in accordance with the preceding sentence, subject to ratable payment of such Dissenting Purchaser’s Percentage Interest of the Aggregate Note Principal Balance, together with all accrued and unpaid interest thereon, and a ratable portion of all fees and other amounts due to it hereunder and under the Basic Documents.
(e) If the Issuer shall not request an extension of the Commitment Termination Date pursuant to subsection 2.2(c), then the Amortization Date shall be deemed to occur on the Commitment Termination Date then in effect.
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Reductions and Extensions of Commitments. (a) At any time the Issuer may, upon at least two (2) Business Days’ prior written notice to the Agents and the TrusteeAdministrative Agent, reduce the Total Commitment. Each partial reduction shall be in an aggregate amount of $10,000,000 or integral multiples of $5,000,000 in excess thereof (or such other amount requested by the Issuer to which the Administrative Agent consents). Reductions of the aggregate Commitments pursuant to this subsection 2.2(a) of this Agreement shall be allocated (x) to the Maximum Purchase Amount of each Purchaser GroupCP Conduit, pro rata based on the Purchaser Group Percentages of each Purchaser GroupPercentage represented by such Maximum Purchase Amount, and (y) to the aggregate Commitments of Committed Purchasers of for each Purchaser Group CP Conduit pro rata based on their respective Liquidity Percentages, provided that if the Commercial Paper Notes of any CP Conduit are not rated at least A-1 or the equivalent by any two of Standard & Poor’sS&P, by Moody’s Xxxxx’x and Xxxxx Rating Services, the Issuer may allocate a non-pro rata portion of any such reduction to the Maximum Purchase Amount of the related Purchaser Group such CP Conduit and may allocate a non-pro rata portion of any such reduction to the Commitment of any Committed Purchaser for such Purchaser Group CP Conduit which is a Downgraded PurchaserPurchaser (it being understood that the Issuer will allocate any reduction of the Maximum Purchase Amounts of any CP Conduit pro rata according to its Maximum Purchase Amounts, if any, under each of the Class A Note Purchase Agreement, the Class B Note Purchase Agreement and the Class C Note Purchase Agreement).
(b) On the Purchase Termination Date for a Committed Purchaser, the Commitment of such Class C Purchaser shall be automatically reduced to zero.
(c) So long as no Termination Event has occurred and is continuing, the Issuer may request, through the Administrative Agent, that each Committed Class C Purchaser consent to an extension of the Commitment Termination Date for such period as the Issuer may specify (the “Extension Length”), which decision will be made by each Committed Class C Purchaser in its sole discretion, provided that on the date of the effectiveness of any such extension, and absolute discretionafter giving effect to such extension, the Commitment Termination Date will not be more than three years from such date. Upon receipt of any such request, the Administrative Agent shall promptly notify each Agent thereof, which shall notify each Committed Class C Purchaser in its Purchaser Group thereof. Not more than sixty (60) 60 days following the date of a request for an extension (such sixty (60) day) -day period, the “Election Period”), each Class C Purchaser shall notify the Agent for its Purchaser Group of its willingness or refusal to so consent to an extension of the Commitment Termination Date, and such Agent shall notify the Issuer and the Administrative Agent of such willingness or refusal by each Committed Class C Purchaser not later than the Business Day following the last day of the Election Period. Any Committed Class C Purchaser which notifies the applicable Agent of its refusal to consent to the extension or which does not expressly notify such Agent that it is willing to consent to an extension of the Commitment Termination Date during the applicable Election Period shall be deemed to be a (x) Nonextending Class C Purchaser after the Commitment Termination Date then in effect (such occurrence, unless such Nonextending Class C Purchaser is replaced pursuant to subsection 2.2(d) of this Agreement, a “Partial Expiration Event”) and (y) ”“Dissenting Purchaser” from the date of its refusal notice or the end of the applicable Election Period. If a Committed Class C Purchaser has agreed to extend its Commitment Termination Date, and, at the end of the applicable Election Period no Termination Event shall have occurred, the Commitment Termination Date for such Committed Class C Purchaser then in effect shall be extended to the date which is the Extension Length after its then current Commitment Expiration Date.
(d) Within two (2) Business Days following the end of an Election Period, the Agent for each Purchaser Group shall notify each other Committed Purchaser in such Purchaser Group, the Administrative Agent, the Issuer and the Servicer of the identity of any Dissenting Purchaser and the amount of its Commitment. Any of such Agent, the Issuer or the related CP Conduits may (but shall not be required to) request one or more other Committed Purchasers in such Purchaser Group, with the consent of the Agent (which shall not be unreasonably withheld) and, the related CP Conduits in their discretion, or seek another financial institution reasonably acceptable to such Agent and, the related CP Conduits in their discretion, to acquire all or a portion of the Commitment of the Dissenting Purchaser and all amounts payable to it hereunder and under the Basic Documents in accordance with Section 8.1 of this Agreement. Each Dissenting Purchaser hereby agrees to assign all or a portion of its Commitment and the amounts payable to it hereunder and under the Basic Documents to a replacement investor identified by the Agent for its Purchaser Group in accordance with the preceding sentence, subject to ratable payment of such Dissenting Purchaser’s Percentage Interest of the Aggregate Note Principal Balance, together with all accrued and unpaid interest thereon, and a ratable portion of all fees and other amounts due to it hereunder and under the Basic Documents.
(e) If the Issuer shall not request an extension of the Commitment Termination Date pursuant to subsection 2.2(c), then the Amortization Date shall be deemed to occur on the Commitment Termination Date then in effect.
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Reductions and Extensions of Commitments. (a) At any time the Issuer may, upon at least two (2) Business Days’ ' prior written notice to the Agents and the TrusteeAdministrative Agent, reduce the Total Commitment. Each partial reduction shall be in an aggregate amount of $10,000,000 25,000,000 or integral multiples of $5,000,000 in excess thereof (or such other amount requested by the Issuer to which the Administrative Agent consents). Reductions of the aggregate Commitments pursuant to this subsection 2.2(a) of this Agreement shall be allocated (x) to the Maximum Purchase Amount of each Purchaser GroupCP Conduit, pro rata based on the Purchaser Group Percentages of each Purchaser GroupPercentage represented by such Maximum Purchase Amount, and (y) to the aggregate Commitments of Committed Purchasers of for each Purchaser Group CP Conduit pro rata based on their respective Liquidity Percentages, provided that if the Commercial Paper Notes of any CP Conduit are not rated at least A-1 or the equivalent by any two of Standard & Poor’sS&P, by Moody’s Xxxxx'x and Xxxxx Rating Services, the Issuer may allocate a non-pro rata portion of any such reduction to the Maximum Purchase Amount of the related Purchaser Group such CP Conduit and may allocate a non-pro rata portion of any such reduction to the Commitment of any Committed Purchaser for such Purchaser Group CP Conduit which is a Downgraded PurchaserPurchaser (it being understood that the Issuer will allocate any reduction of the Maximum Purchase Amounts of any CP Conduit pro rata according to its Maximum Purchase Amounts, if any, under each of the Class A-1 Note Purchase Agreement, the Class A-2 Note Purchase Agreement, the Class B Note Purchase Agreement and the Class C Note Purchase Agreement).
(b) On the Purchase Termination Date for a Committed Purchaser, the Commitment of such Class B Purchaser shall be automatically reduced to zero.
(c) So long as no Termination Event has occurred and is continuing, no more than two years prior to the applicable Commitment Termination Date, the Issuer may request, through the Administrative Agent, that each Committed Class B Purchaser consent to an extension of the Commitment Termination Date for such period as the Issuer may specify (the “"Extension Length”"), which decision will be made by each Committed Class B Purchaser in its sole discretion, provided that on the date of the effectiveness of any such extension, and absolute discretionafter giving effect to such extension, the Commitment Termination Date will not be more than three years from such date. Upon receipt of any such request, the Administrative Agent shall promptly notify each Agent thereof, which shall notify each Committed Class B Purchaser in its Purchaser Group thereof. Not more than sixty (60) 60 days following the date of a request for an extension (such sixty (60) day) -day period, the “"Election Period”"), each Class B Purchaser shall notify the Agent for its Purchaser Group of its willingness or refusal to so consent to an extension of the Commitment Termination Date, and such Agent shall notify the Issuer and the Administrative Agent of such willingness or refusal by each Committed Class B Purchaser not later than the Business Day following the last day of the Election Period. Any Committed Class B Purchaser which notifies the applicable Agent of its refusal to consent to the extension or which does not expressly notify such Agent that it is willing to consent to an extension of the Commitment Termination Date during the applicable Election Period shall be deemed to be a (x) Nonextending Class B Purchaser after the Commitment Termination Date then in effect (such occurrence, unless such Nonextending Class B Purchaser is replaced pursuant to subsection 2.2(d) of this AgreementAgreement or unless the Purchase Termination Date shall have occurred, a “"Partial Expiration Event”") and (y) ”"Dissenting Purchaser” " from the date of its refusal notice or the end of the applicable Election Period. If a Committed Class B Purchaser has agreed to extend its Commitment Termination Date, and, at the end of the applicable Election Period no Termination Event shall have occurred, the Commitment Termination Date for such Committed Class B Purchaser then in effect shall be extended to the date which is the Extension Length after its then current Commitment Expiration Date.
(d) Within two (2) Business Days following the end of an Election Period, the Agent for each Purchaser Group shall notify each other Committed Purchaser in such Purchaser Group, the Administrative Agent, the Issuer and the Servicer of the identity of any Dissenting Purchaser and the amount of its Commitment. Any of such Agent, the Issuer or the related CP Conduits may (but shall not be required to) request one or more other Committed Purchasers in such Purchaser Group, with the consent of the Agent (which shall not be unreasonably withheld) and, the related CP Conduits in their discretion, or seek another financial institution reasonably acceptable to such Agent and, the related CP Conduits in their discretion, to acquire all or a portion of the Commitment of the Dissenting Purchaser and all amounts payable to it hereunder and under the Basic Documents in accordance with Section 8.1 of this Agreement. Each Dissenting Purchaser hereby agrees to assign all or a portion of its Commitment and the amounts payable to it hereunder and under the Basic Documents to a replacement investor identified by the Agent for its Purchaser Group in accordance with the preceding sentence, subject to ratable payment of such Dissenting Purchaser’s Percentage Interest of the Aggregate Note Principal Balance, together with all accrued and unpaid interest thereon, and a ratable portion of all fees and other amounts due to it hereunder and under the Basic Documents.
(e) If the Issuer shall not request an extension of the Commitment Termination Date pursuant to subsection 2.2(c), then the Amortization Date shall be deemed to occur on the Commitment Termination Date then in effect.
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Reductions and Extensions of Commitments. (a) At any time the Issuer may, upon at least two (2) Business Days’ prior written notice to the Agents and the TrusteeAdministrative Agent, reduce the Total Commitment. Each partial reduction shall be in an aggregate amount of $10,000,000 25,000,000 or integral multiples of $5,000,000 in excess thereof (or such other amount requested by the Issuer to which the Administrative Agent consents). Reductions of the aggregate Commitments pursuant to this subsection 2.2(a) of this Agreement shall be allocated (x) to the Maximum Purchase Amount of each Purchaser GroupCP Conduit, pro rata based on the Purchaser Group Percentages of each Purchaser GroupPercentage represented by such Maximum Purchase Amount, and (y) to the aggregate Commitments of Committed Purchasers of for each Purchaser Group CP Conduit pro rata based on their respective Liquidity Percentages, provided that if the Commercial Paper Notes of any CP Conduit are not rated at least A-1 or the equivalent by any two of Standard & Poor’sS&P, by Moody’s Xxxxx’x and Xxxxx Rating Services, the Issuer may allocate a non-pro rata portion of any such reduction to the Maximum Purchase Amount of the related Purchaser Group such CP Conduit and may allocate a non-pro rata portion of any such reduction to the Commitment of any Committed Purchaser for such Purchaser Group CP Conduit which is a Downgraded PurchaserPurchaser (it being understood that the Issuer will allocate any reduction of the Maximum Purchase Amounts of any CP Conduit pro rata according to its Maximum Purchase Amounts, if any, under each of the Class A Note Purchase Agreement, the Class B Note Purchase Agreement and the Class C Note Purchase Agreement).
(b) On the Purchase Termination Date for a Committed Purchaser, the Commitment of such Class C Purchaser shall be automatically reduced to zero.
(c) So long as no Termination Event has occurred and is continuing, the Issuer may request, through the Administrative Agent, that each Committed Class C Purchaser consent to an extension of the Commitment Termination Date for such period as the Issuer may specify (the “Extension Length”), which decision will be made by each Committed Class C Purchaser in its sole discretion, provided that on the date of the effectiveness of any such extension, and absolute discretionafter giving effect to such extension, the Commitment Termination Date will not be more than three years from such date. Upon receipt of any such request, the Administrative Agent shall promptly notify each Agent thereof, which shall notify each Committed Class C Purchaser in its Purchaser Group thereof. Not more than sixty (60) 60 days following the date of a request for an extension (such sixty (60) day) -day period, the “Election Period”), each Class C Purchaser shall notify the Agent for its Purchaser Group of its willingness or refusal to so consent to an extension of the Commitment Termination Date, and such Agent shall notify the Issuer and the Administrative Agent of such willingness or refusal by each Committed Class C Purchaser not later than the Business Day following the last day of the Election Period. Any Committed Class C Purchaser which notifies the applicable Agent of its refusal to consent to the extension or which does not expressly notify such Agent that it is willing to consent to an extension of the Commitment Termination Date during the applicable Election Period shall be deemed to be a (x) Nonextending Class C Purchaser after the Commitment Termination Date then in effect (such occurrence, unless such Nonextending Class C Purchaser is replaced pursuant to subsection 2.2(d) of this AgreementAgreement or unless the Purchase Termination Date shall have occurred, a “Partial Expiration Event”) and (y) ”“Dissenting Purchaser” from the date of its refusal notice or the end of the applicable Election Period. If a Committed Class C Purchaser has agreed to extend its Commitment Termination Date, and, at the end of the applicable Election Period no Termination Event shall have occurred, the Commitment Termination Date for such Committed Class C Purchaser then in effect shall be extended to the date which is the Extension Length after its then current Commitment Expiration Date.
(d) Within two (2) Business Days following the end of an Election Period, the Agent for each Purchaser Group shall notify each other Committed Purchaser in such Purchaser Group, the Administrative Agent, the Issuer and the Servicer of the identity of any Dissenting Purchaser and the amount of its Commitment. Any of such Agent, the Issuer or the related CP Conduits may (but shall not be required to) request one or more other Committed Purchasers in such Purchaser Group, with the consent of the Agent (which shall not be unreasonably withheld) and, the related CP Conduits in their discretion, or seek another financial institution reasonably acceptable to such Agent and, the related CP Conduits in their discretion, to acquire all or a portion of the Commitment of the Dissenting Purchaser and all amounts payable to it hereunder and under the Basic Documents in accordance with Section 8.1 of this Agreement. Each Dissenting Purchaser hereby agrees to assign all or a portion of its Commitment and the amounts payable to it hereunder and under the Basic Documents to a replacement investor identified by the Agent for its Purchaser Group in accordance with the preceding sentence, subject to ratable payment of such Dissenting Purchaser’s Percentage Interest of the Aggregate Note Principal Balance, together with all accrued and unpaid interest thereon, and a ratable portion of all fees and other amounts due to it hereunder and under the Basic Documents.
(e) If the Issuer shall not request an extension of the Commitment Termination Date pursuant to subsection 2.2(c), then the Amortization Date shall be deemed to occur on the Commitment Termination Date then in effect.
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Reductions and Extensions of Commitments. (a) At any time the Issuer may, upon at least two (2) Business Days’ ' prior written notice to the Agents and the TrusteeAdministrative Agent, reduce the Total Commitment. Each partial reduction shall be in an aggregate amount of $10,000,000 25,000,000 or integral multiples of $5,000,000 in excess thereof (or such other amount requested by the Issuer to which the Administrative Agent consents). Reductions of the aggregate Commitments pursuant to this subsection 2.2(a) of this Agreement shall be allocated (x) to the Maximum Purchase Amount of each Purchaser GroupCP Conduit, pro rata based on the Purchaser Group Percentages of each Purchaser GroupPercentage represented by such Maximum Purchase Amount, and (y) to the aggregate Commitments of Committed Purchasers of for each Purchaser Group CP Conduit pro rata based on their respective Liquidity Percentages, provided that if the Commercial Paper Notes of any CP Conduit are not rated at least A-1 or the equivalent by any two of Standard & Poor’sS&P, by Moody’s Xxxxx'x and Xxxxx Rating Services, the Issuer may allocate a non-pro rata portion of any such reduction to the Maximum Purchase Amount of the related Purchaser Group such CP Conduit and may allocate a non-pro rata portion of any such reduction to the Commitment of any Committed Purchaser for such Purchaser Group CP Conduit which is a Downgraded PurchaserPurchaser (it being understood that the Issuer will allocate any reduction of the Maximum Purchase Amounts of any CP Conduit pro rata according to its Maximum Purchase Amounts, if any, under each of the Class A-1 Note Purchase Agreement, the Class A-2 Note Purchase Agreement, the Class B Note Purchase Agreement and the Class C Note Purchase Agreement).
(b) On the Purchase Termination Date for a Committed Purchaser, the Commitment of such Class A-2 Purchaser shall be automatically reduced to zero.
(c) So long as no Termination Event has occurred and is continuing, no more than two years prior to the applicable Commitment Termination Date, the Issuer may request, through the Administrative Agent, that each Committed Class A-2 Purchaser consent to an extension of the Commitment Termination Date for such period as the Issuer may specify (the “"Extension Length”"), which decision will be made by each Committed Class A-2 Purchaser in its sole discretion, provided that on the date of the effectiveness of any such extension, and absolute discretionafter giving effect to such extension, the Commitment Termination Date will not be more than three years from such date. Upon receipt of any such request, the Administrative Agent shall promptly notify each Agent thereof, which shall notify each Committed Class A-2 Purchaser in its Purchaser Group thereof. Not more than sixty (60) 60 days following the date of a request for an extension (such sixty (60) day) -day period, the “"Election Period”"), each Class A-2 Purchaser shall notify the Agent for its Purchaser Group of its willingness or refusal to so consent to an extension of the Commitment Termination Date, and such Agent shall notify the Issuer and the Administrative Agent of such willingness or refusal by each Committed Class A-2 Purchaser not later than the Business Day following the last day of the Election Period. Any Committed Class A-2 Purchaser which notifies the applicable Agent of its refusal to consent to the extension or which does not expressly notify such Agent that it is willing to consent to an extension of the Commitment Termination Date during the applicable Election Period shall be deemed to be a (x) Nonextending Class A-2 Purchaser after the Commitment Termination Date then in effect (such occurrence, unless such Nonextending Class A Purchaser is replaced pursuant to subsection 2.2(d) of this AgreementAgreement or unless the Purchase Termination Date shall have occurred, a “"Partial Expiration Event”") and (y) ”"Dissenting Purchaser” " from the date of its refusal notice or the end of the applicable Election Period. If a Committed Class A-2 Purchaser has agreed to extend its Commitment Termination Date, and, at the end of the applicable Election Period no Termination Event shall have occurred, the Commitment Termination Date for such Committed Class A-2 Purchaser then in effect shall be extended to the date which is the Extension Length after its then current Commitment Expiration Date.
(d) Within two (2) Business Days following the end of an Election Period, the Agent for each Purchaser Group shall notify each other Committed Purchaser in such Purchaser Group, the Administrative Agent, the Issuer and the Servicer of the identity of any Dissenting Purchaser and the amount of its Commitment. Any of such Agent, the Issuer or the related CP Conduits may (but shall not be required to) request one or more other Committed Purchasers in such Purchaser Group, with the consent of the Agent (which shall not be unreasonably withheld) and, the related CP Conduits in their discretion, or seek another financial institution reasonably acceptable to such Agent and, the related CP Conduits in their discretion, to acquire all or a portion of the Commitment of the Dissenting Purchaser and all amounts payable to it hereunder and under the Basic Documents in accordance with Section 8.1 of this Agreement. Each Dissenting Purchaser hereby agrees to assign all or a portion of its Commitment and the amounts payable to it hereunder and under the Basic Documents to a replacement investor identified by the Agent for its Purchaser Group in accordance with the preceding sentence, subject to ratable payment of such Dissenting Purchaser’s Percentage Interest of the Aggregate Note Principal Balance, together with all accrued and unpaid interest thereon, and a ratable portion of all fees and other amounts due to it hereunder and under the Basic Documents.
(e) If the Issuer shall not request an extension of the Commitment Termination Date pursuant to subsection 2.2(c), then the Amortization Date shall be deemed to occur on the Commitment Termination Date then in effect.
Appears in 1 contract
Samples: Class a 2 Note Purchase Agreement (Americredit Corp)
Reductions and Extensions of Commitments. (a) At any time the Issuer may, upon at least two (2) Business Days’ ' prior written notice to the Agents and the TrusteeAdministrative Agent, reduce the Total Commitment. Each partial reduction shall be in an aggregate amount of $10,000,000 25,000,000 or integral multiples of $5,000,000 in excess thereof (or such other amount requested by the Issuer to which the Administrative Agent consents). Reductions of the aggregate Commitments pursuant to this subsection 2.2(a) of this Agreement shall be allocated (x) to the Maximum Purchase Amount of each Purchaser GroupCP Conduit, pro rata based on the Purchaser Group Percentages of each Purchaser GroupPercentage represented by such Maximum Purchase Amount, and (y) to the aggregate Commitments of Committed Purchasers of for each Purchaser Group CP Conduit pro rata based on their respective Liquidity Percentages, provided that if the Commercial Paper Notes of any CP Conduit are not rated at least A-1 or the equivalent by any two of Standard & Poor’sS&P, by Moody’s 's and Xxxxx Fitch Rating Services, the Issuer may allocate a non-pro rata portion of any xxxx xxrtion xx xny such reduction to the Maximum Purchase Amount of the related Purchaser Group such CP Conduit and may allocate a non-pro rata portion of any such reduction to the Commitment of any Committed Purchaser for such Purchaser Group CP Conduit which is a Downgraded Purchaser.
(b) On the Purchase Termination Date for a Committed Purchaser, the Commitment of such Class S Purchaser shall be automatically reduced to zero.
(c) So long as no Termination Event has occurred and is continuing, no more than 60 and no less than 30 days prior to the applicable Commitment Termination Date, the Issuer may request, through the Administrative Agent, the Issuer may request, through the Administrative Agent, that each Committed Class S Purchaser consent to an extension of the Commitment Termination Date for such a 364-day period as the Issuer may specify (the “Extension Length”)herein provided, which decision will be made by each Committed Class S Purchaser in its sole and absolute discretion. Upon receipt of any such request, the Administrative Agent shall promptly notify each Agent thereof, which shall notify each Committed Class S Purchaser in its Purchaser Group thereof. Not more than sixty (60) 30 days following the date of a request for an extension (such sixty (60) day) 30-day period, the “"Election Period”"), each Class S Purchaser shall notify the Agent for its Purchaser Group of its willingness or refusal to so consent to an extension of the Commitment Termination Date, and such Agent shall notify the Issuer and the Administrative Agent of such willingness or refusal by each Committed Class S Purchaser not later than the Business Day following the last day of the Election Period. Any Committed Class S Purchaser which notifies the applicable Agent of its refusal to consent to the extension or which does not expressly notify such Agent that it is willing to consent to an extension of the Commitment Termination Date during the applicable Election Period shall be deemed to be a (x) Nonextending Class S Purchaser after the Commitment Termination Date then in effect (such occurrence, unless such Nonextending Class S Purchaser is replaced pursuant to subsection 2.2(d) of this AgreementAgreement or unless the Purchase Termination Date shall have occurred, a “"Partial Expiration Event”") and (y) ”"Dissenting Purchaser” " from the date of its refusal notice or the end of the applicable Election Period. If a Committed Purchaser has agreed to extend its Commitment Termination Date, and, at the end of the applicable Election Period no Termination Event shall have occurred, the Commitment Termination Date for such Committed Purchaser then in effect shall be extended to the date which is the Extension Length after its then current Commitment Expiration Date.
(d) Within two (2) Business Days following the end of an Election Period, the Agent for each Purchaser Group shall notify each other Committed Purchaser in such Purchaser Group, the Administrative Agent, the Issuer and the Servicer of the identity of any Dissenting Purchaser and the amount of its Commitment. Any of such Agent, the Issuer or the related CP Conduits may (but shall not be required to) request one or more other Committed Purchasers in such Purchaser Group, with the consent of the Agent (which shall not be unreasonably withheld) and, the related CP Conduits in their discretion, or seek another financial institution reasonably acceptable to such Agent and, the related CP Conduits in their discretion, to acquire all or a portion of the Commitment of the Dissenting Purchaser and all amounts payable to it hereunder and under the Basic Documents in accordance with Section 8.1 of this Agreement. Each Dissenting Purchaser hereby agrees to assign all or a portion of its Commitment and the amounts payable to it hereunder and under the Basic Documents to a replacement investor identified by the Agent for its Purchaser Group in accordance with the preceding sentence, subject to ratable payment of such Dissenting Purchaser’s Percentage Interest of the Aggregate Note Principal Balance, together with all accrued and unpaid interest thereon, and a ratable portion of all fees and other amounts due to it hereunder and under the Basic Documents.
(e) If the Issuer shall not request an extension of the Commitment Termination Date pursuant to subsection 2.2(c), then the Amortization Date shall be deemed to occur on the Commitment Termination Date then in effect.a
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Reductions and Extensions of Commitments. (a) At any time the Issuer may, upon at least two (2) Business Days’ prior written notice to the Agents and the TrusteeAdministrative Agent, reduce the Total Commitment. Each partial reduction shall be in an aggregate amount of $10,000,000 25,000,000 or integral multiples of $5,000,000 in excess thereof (or such other amount requested by the Issuer to which the Administrative Agent consents). Reductions of the aggregate Commitments pursuant to this subsection 2.2(a) of this Agreement shall be allocated (x) to the Maximum Purchase Amount of each Purchaser GroupCP Conduit, pro rata based on the Purchaser Group Percentages of each Purchaser GroupPercentage represented by such Maximum Purchase Amount, and (y) to the aggregate Commitments of Committed Purchasers of for each Purchaser Group CP Conduit pro rata based on their respective Liquidity Percentages, provided that if the Commercial Paper Notes of any CP Conduit are not rated at least A-1 or the equivalent by any two of Standard & Poor’sS&P, by Moody’s Xxxxx’x and Xxxxx Rating Services, the Issuer may allocate a non-pro rata portion of any such reduction to the Maximum Purchase Amount of the related Purchaser Group such CP Conduit and may allocate a non-pro rata portion of any such reduction to the Commitment of any Committed Purchaser for such Purchaser Group CP Conduit which is a Downgraded Purchaser.
(b) On the Purchase Termination Date for a Committed Purchaser, the Commitment of such Class S Purchaser shall be automatically reduced to zero.
(c) So long as no Termination Event has occurred and is continuing, no more than 60 and no less than 30 days prior to the applicable Commitment Termination Date, the Issuer may request, through the Administrative Agent, the Issuer may request, through the Administrative Agent, that each Committed Class S Purchaser consent to an extension of the Commitment Termination Date for such a 364-day period as the Issuer may specify (the “Extension Length”)herein provided, which decision will be made by each Committed Class S Purchaser in its sole and absolute discretion. Upon receipt of any such request, the Administrative Agent shall promptly notify each Agent thereof, which shall notify each Committed Class S Purchaser in its Purchaser Group thereof. Not more than sixty (60) 30 days following the date of a request for an extension (such sixty (60) day) 30-day period, the “Election Period”), each Class S Purchaser shall notify the Agent for its Purchaser Group of its willingness or refusal to so consent to an extension of the Commitment Termination Date, and such Agent shall notify the Issuer and the Administrative Agent of such willingness or refusal by each Committed Class S Purchaser not later than the Business Day following the last day of the Election Period. Any Committed Class S Purchaser which notifies the applicable Agent of its refusal to consent to the extension or which does not expressly notify such Agent that it is willing to consent to an extension of the Commitment Termination Date during the applicable Election Period shall be deemed to be a (x) Nonextending Class S Purchaser after the Commitment Termination Date then in effect (such occurrence, unless such Nonextending Class S Purchaser is replaced pursuant to subsection 2.2(d) of this AgreementAgreement or unless the Purchase Termination Date shall have occurred, a “Partial Expiration Event”) and (y) ”“Dissenting Purchaser” from the date of its refusal notice or the end of the applicable Election Period. If a Committed Class S Purchaser has agreed to extend its Commitment Termination Date, and, at the end of the applicable Election Period no Termination Event shall have occurred, the Commitment Termination Date for such Committed Class S Purchaser then in effect shall be extended to the date which is the Extension Length after its then current Commitment Expiration Date.
(d) Within two (2) Business Days 364 days following the end first day of an the Election PeriodPeriod or, if such day is not a Business Day, the Agent for each Purchaser Group shall notify each other Committed Purchaser in such Purchaser Group, the Administrative Agent, the Issuer and the Servicer of the identity of any Dissenting Purchaser and the amount of its Commitment. Any of such Agent, the Issuer or the related CP Conduits may (but shall not be required to) request one or more other Committed Purchasers in such Purchaser Group, with the consent of the Agent (which shall not be unreasonably withheld) and, the related CP Conduits in their discretion, or seek another financial institution reasonably acceptable to such Agent and, the related CP Conduits in their discretion, to acquire all or a portion of the Commitment of the Dissenting Purchaser and all amounts payable to it hereunder and under the Basic Documents in accordance with Section 8.1 of this Agreement. Each Dissenting Purchaser hereby agrees to assign all or a portion of its Commitment and the amounts payable to it hereunder and under the Basic Documents to a replacement investor identified by the Agent for its Purchaser Group in accordance with the next preceding sentence, subject to ratable payment of such Dissenting Purchaser’s Percentage Interest of the Aggregate Note Principal Balance, together with all accrued and unpaid interest thereon, and a ratable portion of all fees and other amounts due to it hereunder and under the Basic DocumentsBusiness Day.
(e) If the Issuer shall not request an extension of the Commitment Termination Date pursuant to subsection 2.2(c), then the Amortization Date shall be deemed to occur on the Commitment Termination Date then in effect.
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Reductions and Extensions of Commitments. (a) At any time the Issuer may, upon at least two (2) Business Days’ ' prior written notice to the Agents and the TrusteeAdministrative Agent, reduce the Total Commitment. Each partial reduction shall be in an aggregate amount of $10,000,000 25,000,000 or integral multiples of $5,000,000 in excess thereof (or such other amount requested by the Issuer to which the Administrative Agent consents). Reductions of the aggregate Commitments pursuant to this subsection 2.2(a) of this Agreement shall be allocated (x) to the Maximum Purchase Amount of each Purchaser GroupCP Conduit, pro rata based on the Purchaser Group Percentages of each Purchaser GroupPercentage represented by such Maximum Purchase Amount, and (y) to the aggregate Commitments of Committed Purchasers of for each Purchaser Group CP Conduit pro rata based on their respective Liquidity Percentages, provided that if the Commercial Paper Notes of any CP Conduit are not rated at least A-1 or the equivalent by any two of Standard & Poor’sS&P, by Moody’s Xxxxx'x and Xxxxx Rating Services, the Issuer may allocate a non-pro rata portion of any such reduction to the Maximum Purchase Amount of the related Purchaser Group such CP Conduit and may allocate a non-pro rata portion of any such reduction to the Commitment of any Committed Purchaser for such Purchaser Group CP Conduit which is a Downgraded PurchaserPurchaser (it being understood that the Issuer will allocate any reduction of the Maximum Purchase Amounts of any CP Conduit pro rata according to its Maximum Purchase Amounts, if any, under each of the Class A-1 Note Purchase Agreement, the Class A-2 Note Purchase Agreement, the Class B Note Purchase Agreement and the Class C Note Purchase Agreement).
(b) On the Purchase Termination Date for a Committed Purchaser, the Commitment of such Class C Purchaser shall be automatically reduced to zero.
(c) So long as no Termination Event has occurred and is continuing, no more than two years prior to the applicable Commitment Termination Date, the Issuer may from time to time request, through the Administrative Agent, that each Committed Class C Purchaser consent to an extension of the Commitment Termination Date for such period as the Issuer may specify (the “"Extension Length”"), which decision will be made by each Committed Class C Purchaser in its sole discretion, provided that on the date of the effectiveness of any such extension, and absolute discretionafter giving effect to such extension, the Commitment Termination Date will not be more than three years from such date. Upon receipt of any such request, the Administrative Agent shall promptly notify each Agent thereof, which shall notify each Committed Class C Purchaser in its Purchaser Group thereof. Not more than sixty (60) 60 days following the date of a request for an extension (such sixty (60) day) -day period, the “"Election Period”"), each Class C Purchaser shall notify the Agent for its Purchaser Group of its willingness or refusal to so consent to an extension of the Commitment Termination Date, and such Agent shall notify the Issuer and the Administrative Agent of such willingness or refusal by each Committed Class C Purchaser not later than the Business Day following the last day of the Election Period. Any Committed Class C Purchaser which notifies the applicable Agent of its refusal to consent to the extension or which does not expressly notify such Agent that it is willing to consent to an extension of the Commitment Termination Date during the applicable Election Period shall be deemed to be a (x) Nonextending Class C Purchaser after the Commitment Termination Date then in effect (such occurrence, unless such Nonextending Class C Purchaser is replaced pursuant to subsection 2.2(d) of this AgreementAgreement or unless the Purchase Termination Date shall have occurred, a “"Partial Expiration Event”") and (y) ”"Dissenting Purchaser” " from the date of its refusal notice or the end of the applicable Election Period. If a Committed Class C Purchaser has agreed to extend its Commitment Termination Date, and, at the end of the applicable Election Period no Termination Event shall have occurred, the Commitment Termination Date for such Committed Class C Purchaser then in effect shall be extended to the date which is the Extension Length after its then current Commitment Expiration Date.
(d) Within two (2) Business Days following the end of an Election Period, the Agent for each Purchaser Group shall notify each other Committed Purchaser in such Purchaser Group, the Administrative Agent, the Issuer and the Servicer of the identity of any Dissenting Purchaser and the amount of its Commitment. Any of such Agent, the Issuer or the related CP Conduits may (but shall not be required to) request one or more other Committed Purchasers in such Purchaser Group, with the consent of the Agent (which shall not be unreasonably withheld) and, the related CP Conduits in their discretion, or seek another financial institution reasonably acceptable to such Agent and, the related CP Conduits in their discretion, to acquire all or a portion of the Commitment of the Dissenting Purchaser and all amounts payable to it hereunder and under the Basic Documents in accordance with Section 8.1 of this Agreement. Each Dissenting Purchaser hereby agrees to assign all or a portion of its Commitment and the amounts payable to it hereunder and under the Basic Documents to a replacement investor identified by the Agent for its Purchaser Group in accordance with the preceding sentence, subject to ratable payment of such Dissenting Purchaser’s Percentage Interest of the Aggregate Note Principal Balance, together with all accrued and unpaid interest thereon, and a ratable portion of all fees and other amounts due to it hereunder and under the Basic Documents.
(e) If the Issuer shall not request an extension of the Commitment Termination Date pursuant to subsection 2.2(c), then the Amortization Date shall be deemed to occur on the Commitment Termination Date then in effect.
Appears in 1 contract
Reductions and Extensions of Commitments. (a) At any time the Issuer may, upon at least two (2) Business Days’ prior written notice to the Agents and the TrusteeAdministrative Agent, reduce the Total Commitment. Each partial reduction shall be in an aggregate amount of $10,000,000 25,000,000 or integral multiples of $5,000,000 in excess thereof (or such other amount requested by the Issuer to which the Administrative Agent consents). Reductions of the aggregate Commitments pursuant to this subsection 2.2(a) of this Agreement shall be allocated (x) to the Maximum Purchase Amount of each Purchaser GroupCP Conduit, pro rata based on the Purchaser Group Percentages of each Purchaser GroupPercentage represented by such Maximum Purchase Amount, and (y) to the aggregate Commitments of Committed Purchasers of for each Purchaser Group CP Conduit pro rata based on their respective Liquidity Percentages, provided that if the Commercial Paper Notes of any CP Conduit are not rated at least A-1 or the equivalent by any two of Standard & Poor’sS&P, by Moody’s Xxxxx’x and Xxxxx Rating Services, the Issuer may allocate a non-pro rata portion of any such reduction to the Maximum Purchase Amount of the related Purchaser Group such CP Conduit and may allocate a non-pro rata portion of any such reduction to the Commitment of any Committed Purchaser for such Purchaser Group CP Conduit which is a Downgraded PurchaserPurchaser (it being understood that the Issuer will allocate any reduction of the Maximum Purchase Amounts of any CP Conduit pro rata according to its Maximum Purchase Amounts, if any, under each of the Class A Note Purchase Agreement, the Class B Note Purchase Agreement and the Class C Note Purchase Agreement).
(b) On the Purchase Termination Date for a Committed Purchaser, the Commitment of such Class A Purchaser shall be automatically reduced to zero.
(c) So long as no Termination Event has occurred and is continuing, the Issuer may request, through the Administrative Agent, that each Committed Class A Purchaser consent to an extension of the Commitment Termination Date for such period as the Issuer may specify (the “Extension Length”), which decision will be made by each Committed Class A Purchaser in its sole discretion, provided that on the date of the effectiveness of any such extension, and absolute discretionafter giving effect to such extension, the Commitment Termination Date will not be more than three years from such date. Upon receipt of any such request, the Administrative Agent shall promptly notify each Agent thereof, which shall notify each Committed Class A Purchaser in its Purchaser Group thereof. Not more than sixty (60) 60 days following the date of a request for an extension (such sixty (60) day) -day period, the “Election Period”), each Class A Purchaser shall notify the Agent for its Purchaser Group of its willingness or refusal to so consent to an extension of the Commitment Termination Date, and such Agent shall notify the Issuer and the Administrative Agent of such willingness or refusal by each Committed Class A Purchaser not later than the Business Day following the last day of the Election Period. Any Committed Class A Purchaser which notifies the applicable Agent of its refusal to consent to the extension or which does not expressly notify such Agent that it is willing to consent to an extension of the Commitment Termination Date during the applicable Election Period shall be deemed to be a (x) Nonextending Class A Purchaser after the Commitment Termination Date then in effect (such occurrence, unless such Nonextending Class A Purchaser is replaced pursuant to subsection 2.2(d) of this AgreementAgreement or unless the Purchase Termination Date shall have occurred, a “Partial Expiration Event”) and (y) ”“Dissenting Purchaser” from the date of its refusal notice or the end of the applicable Election Period. If a Committed Class A Purchaser has agreed to extend its Commitment Termination Date, and, at the end of the applicable Election Period no Termination Event shall have occurred, the Commitment Termination Date for such Committed Class A Purchaser then in effect shall be extended to the date which is the Extension Length after its then current Commitment Expiration Date.
(d) Within two (2) Business Days following the end of an Election Period, the Agent for each Purchaser Group shall notify each other Committed Purchaser in such Purchaser Group, the Administrative Agent, the Issuer and the Servicer of the identity of any Dissenting Purchaser and the amount of its Commitment. Any of such Agent, the Issuer or the related CP Conduits may (but shall not be required to) request one or more other Committed Purchasers in such Purchaser Group, with the consent of the Agent (which shall not be unreasonably withheld) and, the related CP Conduits in their discretion, or seek another financial institution reasonably acceptable to such Agent and, the related CP Conduits in their discretion, to acquire all or a portion of the Commitment of the Dissenting Purchaser and all amounts payable to it hereunder and under the Basic Documents in accordance with Section 8.1 of this Agreement. Each Dissenting Purchaser hereby agrees to assign all or a portion of its Commitment and the amounts payable to it hereunder and under the Basic Documents to a replacement investor identified by the Agent for its Purchaser Group in accordance with the preceding sentence, subject to ratable payment of such Dissenting Purchaser’s Percentage Interest of the Aggregate Note Principal Balance, together with all accrued and unpaid interest thereon, and a ratable portion of all fees and other amounts due to it hereunder and under the Basic Documents.
(e) If the Issuer shall not request an extension of the Commitment Termination Date pursuant to subsection 2.2(c), then the Amortization Date shall be deemed to occur on the Commitment Termination Date then in effect.
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Reductions and Extensions of Commitments. (a) At any time the Issuer may, upon at least two (2) Business Days’ prior written notice to the Agents and the TrusteeAdministrative Agent, reduce the Total Commitment. Each partial reduction shall be in an aggregate amount of $10,000,000 or integral multiples of $5,000,000 in excess thereof (or such other amount requested by the Issuer to which the Administrative Agent consents). Reductions of the aggregate Commitments pursuant to this subsection 2.2(a) of this Agreement shall be allocated (x) to the Maximum Purchase Amount of each Purchaser GroupCP Conduit, pro rata based on the Purchaser Group Percentages of each Purchaser GroupPercentage represented by such Maximum Purchase Amount, and (y) to the aggregate Commitments of Committed Purchasers of for each Purchaser Group CP Conduit pro rata based on their respective Liquidity Percentages, provided that if the Commercial Paper Notes of any CP Conduit are not rated at least A-1 or the equivalent by any two of Standard & Poor’sS&P, by Moody’s Xxxxx’x and Xxxxx Rating Services, the Issuer may allocate a non-pro rata portion of any such reduction to the Maximum Purchase Amount of the related Purchaser Group such CP Conduit and may allocate a non-pro rata portion of any such reduction to the Commitment of any Committed Purchaser for such Purchaser Group CP Conduit which is a Downgraded PurchaserPurchaser (it being understood that the Issuer will allocate any reduction of the Maximum Purchase Amounts of any CP Conduit pro rata according to its Maximum Purchase Amounts, if any, under each of the Class A Note Purchase Agreement, the Class B Note Purchase Agreement and the Class C Note Purchase Agreement).
(b) On the Purchase Termination Date for a Committed Purchaser, the Commitment of such Class B Purchaser shall be automatically reduced to zero.
(c) So long as no Termination Event has occurred and is continuing, the Issuer may request, through the Administrative Agent, that each Committed Class B Purchaser consent to an extension of the Commitment Termination Date for such period as the Issuer may specify (the “Extension Length”), which decision will be made by each Committed Class B Purchaser in its sole discretion, provided that on the date of the effectiveness of any such extension, and absolute discretionafter giving effect to such extension, the Commitment Termination Date will not be more than three years from such date. Upon receipt of any such request, the Administrative Agent shall promptly notify each Agent thereof, which shall notify each Committed Class B Purchaser in its Purchaser Group thereof. Not more than sixty (60) 60 days following the date of a request for an extension (such sixty (60) day) -day period, the “Election Period”), each Class B Purchaser shall notify the Agent for its Purchaser Group of its willingness or refusal to so consent to an extension of the Commitment Termination Date, and such Agent shall notify the Issuer and the Administrative Agent of such willingness or refusal by each Committed Class B Purchaser not later than the Business Day following the last day of the Election Period. Any Committed Class B Purchaser which notifies the applicable Agent of its refusal to consent to the extension or which does not expressly notify such Agent that it is willing to consent to an extension of the Commitment Termination Date during the applicable Election Period shall be deemed to be a (x) Nonextending Class B Purchaser after the Commitment Termination Date then in effect (such occurrence, unless such Nonextending Class B Purchaser is replaced pursuant to subsection 2.2(d) of this Agreement, a “Partial Expiration Event”) and (y) ”“Dissenting Purchaser” from the date of its refusal notice or the end of the applicable Election Period. If a Committed Class B Purchaser has agreed to extend its Commitment Termination Date, and, at the end of the applicable Election Period no Termination Event shall have occurred, the Commitment Termination Date for such Committed Class B Purchaser then in effect shall be extended to the date which is the Extension Length after its then current Commitment Expiration Date.
(d) Within two (2) Business Days following the end of an Election Period, the Agent for each Purchaser Group shall notify each other Committed Purchaser in such Purchaser Group, the Administrative Agent, the Issuer and the Servicer of the identity of any Dissenting Purchaser and the amount of its Commitment. Any of such Agent, the Issuer or the related CP Conduits may (but shall not be required to) request one or more other Committed Purchasers in such Purchaser Group, with the consent of the Agent (which shall not be unreasonably withheld) and, the related CP Conduits in their discretion, or seek another financial institution reasonably acceptable to such Agent and, the related CP Conduits in their discretion, to acquire all or a portion of the Commitment of the Dissenting Purchaser and all amounts payable to it hereunder and under the Basic Documents in accordance with Section 8.1 of this Agreement. Each Dissenting Purchaser hereby agrees to assign all or a portion of its Commitment and the amounts payable to it hereunder and under the Basic Documents to a replacement investor identified by the Agent for its Purchaser Group in accordance with the preceding sentence, subject to ratable payment of such Dissenting Purchaser’s Percentage Interest of the Aggregate Note Principal Balance, together with all accrued and unpaid interest thereon, and a ratable portion of all fees and other amounts due to it hereunder and under the Basic Documents.
(e) If the Issuer shall not request an extension of the Commitment Termination Date pursuant to subsection 2.2(c), then the Amortization Date shall be deemed to occur on the Commitment Termination Date then in effect.
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Reductions and Extensions of Commitments. (a) At any time the Issuer may, upon at least two (2) Business Days’ ' prior written notice to the Agents and the TrusteeAdministrative Agent, reduce the Total Commitment. Each partial reduction shall be in an aggregate amount of $10,000,000 25,000,000 or integral multiples of $5,000,000 in excess thereof (or such other amount requested by the Issuer to which the Administrative Agent consents). Reductions of the aggregate Commitments pursuant to this subsection 2.2(a) of this Agreement shall be allocated (x) to the Maximum Purchase Amount of each Purchaser GroupCP Conduit, pro rata based on the Purchaser Group Percentages of each Purchaser GroupPercentage represented by such Maximum Purchase Amount, and (y) to the aggregate Commitments of Committed Purchasers of for each Purchaser Group CP Conduit pro rata based on their respective Liquidity Percentages, provided that if the Commercial Paper Notes of any CP Conduit are not rated at least A-1 or the equivalent by any two of Standard & Poor’sS&P, by Moody’s Xxxxx'x and Xxxxx Rating Services, the Issuer may allocate a non-pro rata portion of any such reduction to the Maximum Purchase Amount of the related Purchaser Group such CP Conduit and may allocate a non-pro rata portion of any such reduction to the Commitment of any Committed Purchaser for such Purchaser Group CP Conduit which is a Downgraded Purchaser.
(b) On the Purchase Termination Date for a Committed Purchaser, the Commitment of such Class S Purchaser shall be automatically reduced to zero.
(c) So long as no Termination Event has occurred and is continuing, no more than 60 and no less than 30 days prior to the applicable Commitment Termination Date, the Issuer may request, through the Administrative Agent, the Issuer may request, through the Administrative Agent, that each Committed Class S Purchaser consent to an extension of the Commitment Termination Date for such a 364-day period as the Issuer may specify (the “Extension Length”)herein provided, which decision will be made by each Committed Class S Purchaser in its sole and absolute discretion. Upon receipt of any such request, the Administrative Agent shall promptly notify each Agent thereof, which shall notify each Committed Class S Purchaser in its Purchaser Group thereof. Not more than sixty (60) 30 days following the date of a request for an extension (such sixty (60) day) 30-day period, the “"Election Period”"), each Class S Purchaser shall notify the Agent for its Purchaser Group of its willingness or refusal to so consent to an extension of the Commitment Termination Date, and such Agent shall notify the Issuer and the Administrative Agent of such willingness or refusal by each Committed Class S Purchaser not later than the Business Day following the last day of the Election Period. Any Committed Class S Purchaser which notifies the applicable Agent of its refusal to consent to the extension or which does not expressly notify such Agent that it is willing to consent to an extension of the Commitment Termination Date during the applicable Election Period shall be deemed to be a (x) Nonextending Class S Purchaser after the Commitment Termination Date then in effect (such occurrence, unless such Nonextending Class S Purchaser is replaced pursuant to subsection 2.2(d) of this AgreementAgreement or unless the Purchase Termination Date shall have occurred, a “"Partial Expiration Event”") and (y) ”"Dissenting Purchaser” " from the date of its refusal notice or the end of the applicable Election Period. If a Committed Class S Purchaser has agreed to extend its Commitment Termination Date, and, at the end of the applicable Election Period no Termination Event shall have occurred, the Commitment Termination Date for such Committed Class S Purchaser then in effect shall be extended to the date which is the Extension Length after its then current Commitment Expiration Date.
(d) Within two (2) Business Days 364 days following the end first day of an the Election PeriodPeriod or, if such day is not a Business Day, the Agent for each Purchaser Group shall notify each other Committed Purchaser in such Purchaser Group, the Administrative Agent, the Issuer and the Servicer of the identity of any Dissenting Purchaser and the amount of its Commitment. Any of such Agent, the Issuer or the related CP Conduits may (but shall not be required to) request one or more other Committed Purchasers in such Purchaser Group, with the consent of the Agent (which shall not be unreasonably withheld) and, the related CP Conduits in their discretion, or seek another financial institution reasonably acceptable to such Agent and, the related CP Conduits in their discretion, to acquire all or a portion of the Commitment of the Dissenting Purchaser and all amounts payable to it hereunder and under the Basic Documents in accordance with Section 8.1 of this Agreement. Each Dissenting Purchaser hereby agrees to assign all or a portion of its Commitment and the amounts payable to it hereunder and under the Basic Documents to a replacement investor identified by the Agent for its Purchaser Group in accordance with the next preceding sentence, subject to ratable payment of such Dissenting Purchaser’s Percentage Interest of the Aggregate Note Principal Balance, together with all accrued and unpaid interest thereon, and a ratable portion of all fees and other amounts due to it hereunder and under the Basic DocumentsBusiness Day.
(e) If the Issuer shall not request an extension of the Commitment Termination Date pursuant to subsection 2.2(c), then the Amortization Date shall be deemed to occur on the Commitment Termination Date then in effect.
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Reductions and Extensions of Commitments. (a) At any time the Issuer may, acting at the direction of the Residual Interest Owner, upon at least two (2) three Business Days’ ' prior written notice to the Agents and Agent, terminate the Trustee, Commitments or reduce the Total Commitmentaggregate Commitments. Each such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or integral multiples of $5,000,000 1,000,000 in excess thereof (or such other amount requested by the Issuer to which the Administrative Agent consents). Reductions of the aggregate Commitments pursuant to this subsection 2.2(a) of this Agreement shall be allocated (xi) to the Maximum Purchase Amount Commitment of each Purchaser GroupCommitted Purchaser, other than a Commitment held as a Liquidity Provider, pro rata based on the Purchaser Group Percentages of each Purchaser GroupCommitment Percentage represented by such Commitment, and (yii) to the aggregate Commitments of Committed Purchasers of Liquidity Providers for each Noncommitted Purchaser Group pro rata based on their respective Liquidity Percentagesthe Noncommitted Purchaser Percentage of such Noncommitted Purchaser, provided that if and the Commercial Paper Notes of any CP Conduit are not rated at least A-1 or the equivalent by any two of Standard & Poor’s, by Moody’s and Xxxxx Rating Services, the Issuer may allocate a non-pro rata portion of any such reduction which is so allocated to the Maximum Purchase Amount aggregate Commitments of the related Liquidity Providers for a Noncommitted Purchaser Group and may allocate a non-pro rata portion of any such reduction shall be allocated to the Commitment of any Committed Purchaser for each such Purchaser Group which is a Downgraded PurchaserLiquidity Provider pro rata based on its respective Liquidity Percentage.
(b) On the Purchase Facility Termination Date for a Committed PurchaserDate, the Commitment of such each Committed Purchaser shall be automatically reduced to zero.
(c) Subject to the provisions of subsections 8.1(a) and 8.1(b), any Person may from time to time with the consent of the Agent and the Issuer become a party to this Agreement as an initial Noncommitted Purchasers or an initial Committed Purchasers by (i) delivering to the Issuer an Investment Letter and (ii) entering into an agreement substantially in the form attached hereto as Exhibit B hereto (a "Joinder Supplement"), with the Agent and the Issuer, acknowledged by the Servicer, which shall specify (A) the name and address of such Person for purposes of Section 9.2 hereof, (B) whether such Person will be a Noncommitted Purchaser or Committed Purchaser and, if such Person will be a Committed Purchaser, its Commitment and Commitment Expiration Date, (C) if such Person is a Noncommitted Purchaser, the identity of its Liquidity Providers and their respective Liquidity Percentages, (D) if such Person is a Liquidity Provider, the Noncommitted Purchaser for which it is acting as such and the portion of such Person's Commitment which is held by it in its capacity as Liquidity Provider, and (E) the other information provided for in such form of Joinder Supplement. Upon its receipt of a duly executed Joinder Supplement, the Agent shall on the effective date determined pursuant thereto give notice of such effectiveness to the Issuer, the Servicer and the Indenture Trustee.
(d) So long as no Termination Amortization Event (NPA) has occurred and is continuingcontinuing (unless otherwise agreed by the Agent), no more than 60 and no less than 30 days prior to the applicable Commitment Expiration Date, the Issuer may request, through the Administrative Agent, that each Committed Purchaser consent to an extension of extend the Commitment Termination Expiration Date for such period as to a date which is up to 364 days after the Issuer may specify (the “Extension Length”)Commitment Expiration Date then in effect, which decision will be made by each Committed Purchaser in its sole and absolute discretion. Upon receipt of any such request, the Administrative Agent shall promptly notify each Agent Committed Purchaser thereof. At least 35 but not more than 50 days prior to the applicable Commitment Expiration Date, which shall notify each Committed Purchaser in its Purchaser Group thereof. Not more than sixty (60) days following the date of a request for an extension (such sixty (60) day) period, the “Election Period”), each Purchaser shall notify the Agent for its Purchaser Group of its willingness or refusal to so consent to an extension of extend the Commitment Termination Expiration Date, and such the Agent shall notify the Issuer and the Administrative Agent of such willingness or refusal by each the Committed Purchasers on such 30th day (such day, the "Extension Notice Deadline"). If any Committed Purchaser not later than the Business Day following the last day of the Election Period. Any Committed Purchaser which notifies the applicable Agent of its refusal to consent to the extension extend or which does not expressly notify such the Agent that it is willing to consent to an extension of extend the Commitment Termination Expiration Date during by the applicable Election Period shall be deemed to be Extension Notice Deadline (each a (x) Nonextending Purchaser after the Commitment Termination Date then in effect (such occurrence, unless such Nonextending Purchaser is replaced pursuant to subsection 2.2(d) of this Agreement, a “Partial Expiration Event”) and (y) ”Dissenting "Non-Extending Purchaser” from the date of its refusal notice or the end of the applicable Election Period. If a Committed Purchaser has agreed to extend its Commitment Termination Date, and, at the end of the applicable Election Period no Termination Event shall have occurred"), the Commitment Termination Expiration Date for such Committed Purchaser then in effect shall be extended to the date which is the Extension Length after its then current Commitment Expiration Date.
(d) Within two (2) Business Days following the end of an Election Period, the Agent for each Purchaser Group shall notify each other Committed Purchaser in such Purchaser Group, the Administrative Agent, the Issuer and the Servicer of the identity of any Dissenting Purchaser and the amount of its Commitment. Any of such Agent, the Issuer or the related CP Conduits may (but shall not be required to) request one or more other Committed Purchasers in such Purchaser Group, with the consent of the Agent (which shall not be unreasonably withheld) and, the related CP Conduits in their discretion, or seek another financial institution reasonably acceptable to such Agent and, the related CP Conduits in their discretion, to acquire all or a portion of the Commitment of the Dissenting Purchaser and all amounts payable to it hereunder and under the Basic Documents in accordance with Section 8.1 of this Agreement. Each Dissenting Purchaser hereby agrees to assign all or a portion of its Commitment and the amounts payable to it hereunder and under the Basic Documents to a replacement investor identified by the Agent for its Purchaser Group in accordance with the preceding sentence, subject to ratable payment of such Dissenting Purchaser’s Percentage Interest of the Aggregate Note Principal Balance, together with all accrued and unpaid interest thereon, and a ratable portion of all fees and other amounts due to it hereunder and under the Basic Documentsso extended.
(e) If the Issuer shall not request an extension of the Commitment Termination Date pursuant to subsection 2.2(c), then the Amortization Date shall be deemed to occur on the Commitment Termination Date then in effect.
Appears in 1 contract
Reductions and Extensions of Commitments. (a) At any time the Issuer may, upon at least two (2) Business Days’ prior written notice to the Agents and the TrusteeAdministrative Agent, reduce the Total Commitment. Each partial reduction shall be in an aggregate amount of $10,000,000 or integral multiples of $5,000,000 in excess thereof (or such other amount requested by the Issuer to which the Administrative Agent consents). Reductions of the aggregate Commitments pursuant to this subsection 2.2(a) of this Agreement shall be allocated (x) to the Maximum Purchase Amount of each Purchaser GroupCP Conduit, pro rata based on the Purchaser Group Percentages of each Purchaser GroupPercentage represented by such Maximum Purchase Amount, and (y) to the aggregate Commitments of Committed Purchasers of for each Purchaser Group CP Conduit pro rata based on their respective Liquidity Percentages, provided that if the Commercial Paper Notes of any CP Conduit are not rated at least A-1 or the equivalent by any two of Standard & Poor’sS&P, by Moody’s Xxxxx’x and Xxxxx Rating Services, the Issuer may allocate a non-pro rata portion of any such reduction to the Maximum Purchase Amount of the related Purchaser Group such CP Conduit and may allocate a non-pro rata portion of any such reduction to the Commitment of any Committed Purchaser for such Purchaser Group CP Conduit which is a Downgraded PurchaserPurchaser (it being understood that the Issuer will allocate any reduction of the Maximum Purchase Amounts of any CP Conduit pro rata according to its Maximum Purchase Amounts, if any, under each of the Class A Note Purchase Agreement, the Class B Note Purchase Agreement and the Class C Note Purchase Agreement).
(b) On the Purchase Termination Date for a Committed Purchaser, the Commitment of such Class A Purchaser shall be automatically reduced to zero.
(c) So long as no Termination Event has occurred and is continuing, the Issuer may request, through the Administrative Agent, that each Committed Class A Purchaser consent to an extension of the Commitment Termination Date for such period as the Issuer may specify (the “Extension Length”), which decision will be made by each Committed Class A Purchaser in its sole discretion, provided that on the date of the effectiveness of any such extension, and absolute discretionafter giving effect to such extension, the Commitment Termination Date will not be more than three years from such date. Upon receipt of any such request, the Administrative Agent shall promptly notify each Agent thereof, which shall notify each Committed Class A Purchaser in its Purchaser Group thereof. Not more than sixty (60) 60 days following the date of a request for an extension (such sixty (60) day) -day period, the “Election Period”), each Class A Purchaser shall notify the Agent for its Purchaser Group of its willingness or refusal to so consent to an extension of the Commitment Termination Date, and such Agent shall notify the Issuer and the Administrative Agent of such willingness or refusal by each Committed Class A Purchaser not later than the Business Day following the last day of the Election Period. Any Committed Class A Purchaser which notifies the applicable Agent of its refusal to consent to the extension or which does not expressly notify such Agent that it is willing to consent to an extension of the Commitment Termination Date during the applicable Election Period shall be deemed to be a (x) Nonextending Class A Purchaser after the Commitment Termination Date then in effect (such occurrence, unless such Nonextending Class A Purchaser is replaced pursuant to subsection 2.2(d) of this Agreement, a “Partial Expiration Event”) and (y) ”“Dissenting Purchaser” from the date of its refusal notice or the end of the applicable Election Period. If a Committed Class A Purchaser has agreed to extend its Commitment Termination Date, and, at the end of the applicable Election Period no Termination Event shall have occurred, the Commitment Termination Date for such Committed Class A Purchaser then in effect shall be extended to the date which is the Extension Length after its then current Commitment Expiration Date.
(d) Within two (2) Business Days following the end of an Election Period, the Agent for each Purchaser Group shall notify each other Committed Purchaser in such Purchaser Group, the Administrative Agent, the Issuer and the Servicer of the identity of any Dissenting Purchaser and the amount of its Commitment. Any of such Agent, the Issuer or the related CP Conduits may (but shall not be required to) request one or more other Committed Purchasers in such Purchaser Group, with the consent of the Agent (which shall not be unreasonably withheld) and, the related CP Conduits in their discretion, or seek another financial institution reasonably acceptable to such Agent and, the related CP Conduits in their discretion, to acquire all or a portion of the Commitment of the Dissenting Purchaser and all amounts payable to it hereunder and under the Basic Documents in accordance with Section 8.1 of this Agreement. Each Dissenting Purchaser hereby agrees to assign all or a portion of its Commitment and the amounts payable to it hereunder and under the Basic Documents to a replacement investor identified by the Agent for its Purchaser Group in accordance with the preceding sentence, subject to ratable payment of such Dissenting Purchaser’s Percentage Interest of the Aggregate Note Principal Balance, together with all accrued and unpaid interest thereon, and a ratable portion of all fees and other amounts due to it hereunder and under the Basic Documents.
(e) If the Issuer shall not request an extension of the Commitment Termination Date pursuant to subsection 2.2(c), then the Amortization Date shall be deemed to occur on the Commitment Termination Date then in effect.
Appears in 1 contract
Reductions and Extensions of Commitments. (a) At any time the Issuer may, acting at the direction of the Residual Interest Owner, upon at least two (2) three Business Days’ ' prior written notice to the Agents and Agent, terminate the Trustee, Commitments or reduce the Total Commitmentaggregate Commitments. Each such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or integral multiples of $5,000,000 1,000,000 in excess thereof (or such other amount requested by the Issuer to which the Administrative Agent consents). Reductions of the aggregate Commitments pursuant to this subsection 2.2(a) of this Agreement shall be allocated (xi) to the Maximum Purchase Amount Commitment of each Purchaser GroupCommitted Purchaser, other than a Commitment held as a Liquidity Provider, pro rata based on the Purchaser Group Percentages of each Purchaser GroupCommitment Percentage represented by such Commitment, and (yii) to the aggregate Commitments of Committed Purchasers of Liquidity Providers for each Noncommitted Purchaser Group pro rata based on their respective Liquidity Percentagesthe Noncommitted Purchaser Percentage of such Noncommitted Purchaser, provided that if and the Commercial Paper Notes of any CP Conduit are not rated at least A-1 or the equivalent by any two of Standard & Poor’s, by Moody’s and Xxxxx Rating Services, the Issuer may allocate a non-pro rata portion of any such reduction which is so allocated to the Maximum Purchase Amount aggregate Commitments of the related Liquidity Providers for a Noncommitted Purchaser Group and may allocate a non-pro rata portion of any such reduction shall be allocated to the Commitment of any Committed Purchaser for each such Purchaser Group which is a Downgraded PurchaserLiquidity Provider pro rata based on its respective Liquidity Percentage.
(b) On the Purchase Facility Termination Date for a Committed PurchaserDate, the Commitment of such each Committed Purchaser shall be automatically reduced to zero.
(c) Subject to the provisions of subsections 8.1(a) and 8.1(b), any Person may from time to time with the consent of the Agent and the Issuer become a party to this Agreement as an initial Noncommitted Purchasers or an initial Committed Purchasers by (i) delivering to the Issuer an Investment Letter and (ii) entering into an agreement substantially in the form attached hereto as Exhibit B hereto (a "Joinder Supplement"), with the Agent and the Issuer, acknowledged by the Servicer, which shall specify (A) the name and address of such Person for purposes of Section 9.2 hereof, (B) whether such Person will be a Noncommitted Purchaser or Committed Purchaser and, if such Person will be a Committed Purchaser, its Commitment and Commitment Expiration Date, (C) if such Person is a Noncommitted Purchaser, the identity of its Liquidity Providers and their respective Liquidity Percentages, (D) if such Person is a Liquidity Provider, the Noncommitted Purchaser for which it is acting as such and the portion of such Person's Commitment which is held by it in its capacity as Liquidity Provider, and (E) the other information provided for in such form of Joinder Supplement. Upon its receipt of a duly executed Joinder Supplement, the Agent shall on the effective date determined pursuant thereto give notice of such effectiveness to the Issuer, the Servicer and the Indenture Trustee.
(d) So long as no Termination Event of Default has occurred and is continuingcontinuing (unless otherwise agreed by the Agent), no more than 60 and no less than 30 days prior to the applicable Commitment Expiration Date, the Issuer may request, through the Administrative Agent, that each Committed Purchaser consent to an extension of extend the Commitment Termination Expiration Date for such period as to the Issuer may specify (date which is 364 days after the “Extension Length”)Commitment Expiration Date then in effect, which decision will be made by each Committed Purchaser in its sole and absolute discretion. Upon receipt of any such request, the Administrative Agent shall promptly notify each Agent Committed Purchaser thereof. At least 35 but not more than 50 days prior -11- to the applicable Commitment Expiration Date, which shall notify each Committed Purchaser in its Purchaser Group thereof. Not more than sixty (60) days following the date of a request for an extension (such sixty (60) day) period, the “Election Period”), each Purchaser shall notify the Agent for its Purchaser Group of its willingness or refusal to so consent to an extension of extend the Commitment Termination Expiration Date, and such the Agent shall notify the Issuer and the Administrative Agent of such willingness or refusal by each the Committed Purchasers on such 30th day (such day, the "Extension Notice Deadline"). If any Committed Purchaser not later than the Business Day following the last day of the Election Period. Any Committed Purchaser which notifies the applicable Agent of its refusal to consent to the extension extend or which does not expressly notify such the Agent that it is willing to consent to an extension of extend the Commitment Termination Expiration Date during by the applicable Election Period shall be deemed to be Extension Notice Deadline (each a (x) Nonextending Purchaser after the Commitment Termination Date then in effect (such occurrence, unless such Nonextending Purchaser is replaced pursuant to subsection 2.2(d) of this Agreement, a “Partial Expiration Event”) and (y) ”Dissenting "Non-Extending Purchaser” from the date of its refusal notice or the end of the applicable Election Period. If a Committed Purchaser has agreed to extend its Commitment Termination Date, and, at the end of the applicable Election Period no Termination Event shall have occurred"), the Commitment Termination Expiration Date for such Committed Purchaser then in effect shall be extended to the date which is the Extension Length after its then current Commitment Expiration Date.
(d) Within two (2) Business Days following the end of an Election Period, the Agent for each Purchaser Group shall notify each other Committed Purchaser in such Purchaser Group, the Administrative Agent, the Issuer and the Servicer of the identity of any Dissenting Purchaser and the amount of its Commitment. Any of such Agent, the Issuer or the related CP Conduits may (but shall not be required to) request one or more other Committed Purchasers in such Purchaser Group, with the consent of the Agent (which shall not be unreasonably withheld) and, the related CP Conduits in their discretion, or seek another financial institution reasonably acceptable to such Agent and, the related CP Conduits in their discretion, to acquire all or a portion of the Commitment of the Dissenting Purchaser and all amounts payable to it hereunder and under the Basic Documents in accordance with Section 8.1 of this Agreement. Each Dissenting Purchaser hereby agrees to assign all or a portion of its Commitment and the amounts payable to it hereunder and under the Basic Documents to a replacement investor identified by the Agent for its Purchaser Group in accordance with the preceding sentence, subject to ratable payment of such Dissenting Purchaser’s Percentage Interest of the Aggregate Note Principal Balance, together with all accrued and unpaid interest thereon, and a ratable portion of all fees and other amounts due to it hereunder and under the Basic Documentsso extended.
(e) If the Issuer shall not request an extension of the Commitment Termination Date pursuant to subsection 2.2(c), then the Amortization Date shall be deemed to occur on the Commitment Termination Date then in effect.
Appears in 1 contract
Reductions and Extensions of Commitments. (a) At any time the Issuer may, upon at least two five (25) Business Days’ Days prior written notice to the Agents and the TrusteeBorrower sent before 12:00 Noon on any Business Day, reduce the Total Commitment. Each partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or integral multiples of $5,000,000 in excess thereof (or such other amount requested by the Issuer to which the Administrative Agent consentsAgents (as directed by the Required Purchasers) consent), or such lesser amount as constitutes the portion of the Total Commitment then not utilized hereunder. Reductions of the aggregate Commitments pursuant to this subsection Section 2.2(a) of this Agreement shall be allocated (x) to the Maximum Purchase Amount of each Purchaser Group, pro rata based on the Purchaser Group Percentages of each Purchaser Group, and (y) to the aggregate Commitments of Committed Purchasers of each Purchaser Group pro rata based on their respective Liquidity Percentages, provided that if the Commercial Paper Notes of any CP Conduit are not rated at least A-1 or the equivalent by any two of Standard & Poor’s, by Moody’s Xxxxx’x, Fitch and Xxxxx Rating ServicesDBRS, the Issuer may allocate a non-pro rata portion of any such reduction to the Maximum Purchase Amount of the related Purchaser Group and may allocate a non-pro rata portion of any such reduction to the Commitment of any Committed Purchaser for such Purchaser Group which is a Downgraded Purchaser. On the Redemption Date, the Total Commitment shall automatically reduce to zero.
(b) On the Purchase Termination Date for a Committed Purchaser, the Commitment of such Committed Purchaser shall be automatically reduced to zero.
(c) So long as no Potential Termination Event or Termination Event has occurred and is continuing, the Issuer may request, through the Administrative AgentAgents, that each Committed Purchaser consent to an extension of the Commitment Termination Date for such period as the Issuer may specify (the “Extension Length”), which decision will be made by each Committed Purchaser in its sole and absolute discretion. Upon receipt of any such request, the Administrative Agent Agents shall promptly notify each Agent thereof, which shall notify each Committed Purchaser in its Purchaser Group thereof. Not more than sixty (60) days following the date of a request for an extension (such sixty (60) day) period, the “Election Period”), each Purchaser shall notify the Agent for its Purchaser Group of its willingness or refusal to so consent to an extension of the Commitment Termination Date, and such Agent shall notify the Issuer and the Administrative Agent Agents of such willingness or refusal by each Committed Purchaser not later than the Business Day following the last day of the Election Period. Any If any Committed Purchaser which notifies the applicable Agent of its refusal to consent to the extension or which does not expressly notify such Agent that it is willing to consent to an extension of the Commitment Termination Date during the applicable Election Period shall be deemed to be a (x) Nonextending Purchaser after Period, the Commitment Termination Date then in effect (for such occurrence, unless such Nonextending Committed Purchaser is replaced pursuant to subsection 2.2(d) of this Agreement, a “Partial Expiration Event”) and (y) ”Dissenting Purchaser” from the date of its refusal notice or the end shall not be extended. If all of the applicable Election Period. If a Committed Purchaser has Purchasers have agreed to extend its their Commitment Termination Date, and, at the end of the applicable Election Period no Potential Termination Event or Termination Event shall have occurred, the Commitment Termination Date for such Committed Purchaser then in effect shall be extended to the date which is the Extension Length after its then current Commitment Expiration Date.
(d) Within two (2) Business Days following the end of an Election Period, the Agent for each Purchaser Group shall notify each other Committed Purchaser in such Purchaser Group, the Administrative Agent, the Issuer and the Servicer of the identity of any Dissenting Purchaser and the amount of its Commitment. Any of such Agent, the Issuer or the related CP Conduits may (but shall not be required to) request one or more other Committed Purchasers in such Purchaser Group, with the consent of the Agent (which shall not be unreasonably withheld) and, the related CP Conduits in their discretion, or seek another financial institution reasonably acceptable to such Agent and, the related CP Conduits in their discretion, to acquire all or a portion of the Commitment of the Dissenting Purchaser and all amounts payable to it hereunder and under the Basic Documents in accordance with Section 8.1 of this Agreement. Each Dissenting Purchaser hereby agrees to assign all or a portion of its Commitment and the amounts payable to it hereunder and under the Basic Documents to a replacement investor identified by the Agent for its Purchaser Group in accordance with the preceding sentence, subject to ratable payment of such Dissenting Purchaser’s Percentage Interest of the Aggregate Note Principal Balance, together with all accrued and unpaid interest thereon, and a ratable portion of all fees and other amounts due to it hereunder and under the Basic Documents[Reserved].
(e) If the Issuer shall not request an extension of the Commitment Termination Date pursuant to subsection Section 2.2(c), then the Amortization Date Revolving Period shall be deemed to occur terminate on the Commitment Termination Date then in effect.
Appears in 1 contract
Samples: Note Purchase Agreement (General Motors Financial Company, Inc.)
Reductions and Extensions of Commitments. (a) At any time the Issuer may, upon at least two (2) Business Days’ ' prior written notice to the Agents and the TrusteeAdministrative Agent, reduce the Total Commitment. Each partial reduction shall be in an aggregate amount of $10,000,000 25,000,000 or integral multiples of $5,000,000 in excess thereof (or such other amount requested by the Issuer to which the Administrative Agent consents). Reductions of the aggregate Commitments pursuant to this subsection 2.2(a) of this Agreement shall be allocated (x) to the Maximum Purchase Amount of each Purchaser GroupCP Conduit, pro rata based on the Purchaser Group Percentages of each Purchaser GroupPercentage represented by such Maximum Purchase Amount, and (y) to the aggregate Commitments of Committed Purchasers of for each Purchaser Group CP Conduit pro rata based on their respective Liquidity Percentages, provided that if the Commercial Paper Notes of any CP Conduit are not rated at least A-1 or the equivalent by any two of Standard & Poor’sS&P, by Moody’s 's and Xxxxx Fitch Rating Services, the Issuer may allocate a non-pro rata portion of any xxxx xxrtion xx xny such reduction to the Maximum Purchase Amount of the related Purchaser Group such CP Conduit and may allocate a non-pro rata portion of any such reduction to the Commitment of any Committed Purchaser for such Purchaser Group CP Conduit which is a Downgraded PurchaserPurchaser (it being understood that the Issuer will allocate any reduction of the Maximum Purchase Amounts of any CP Conduit pro rata according to its Maximum Purchase Amounts, if any, under each of the Class A-1 Note Purchase Agreement, the Class A-2 Note Purchase Agreement, the Class B Note Purchase Agreement and the Class C Note Purchase Agreement).
(b) On the Purchase Termination Date for a Committed Purchaser, the Commitment of such Class C Purchaser shall be automatically reduced to zero.
(c) So long as no Termination Event has occurred and is continuing, the Issuer may request, through the Administrative Agent, that each Committed Class C Purchaser consent to an extension of the Commitment Termination Date for such period as the Issuer may specify (the “"Extension Length”"), which decision will be made by each Committed Class C Purchaser in its sole discretion, provided that on the date of the effectiveness of any such extension, and absolute discretionafter giving effect to such extension, the Commitment Termination Date will not be more than three years from such date. Upon receipt of any such request, the Administrative Agent shall promptly notify each Agent thereof, which shall notify each Committed Class C Purchaser in its Purchaser Group thereof. Not more than sixty (60) 60 days following the date of a request for an extension (such sixty (60) day) -day period, the “"Election Period”"), each Class C Purchaser shall notify the Agent for its Purchaser Group of its willingness or refusal to so consent to an extension of the Commitment Termination Date, and such Agent shall notify the Issuer and the Administrative Agent of such willingness or refusal by each Committed Class C Purchaser not later than the Business Day following the last day of the Election Period. Any Committed Class C Purchaser which notifies the applicable Agent of its refusal to consent to the extension or which does not expressly notify such Agent that it is willing to consent to an extension of the Commitment Termination Date during the applicable Election Period shall be deemed to be a (x) Nonextending Purchaser after the Commitment Termination Date then in effect (such occurrence, unless such Nonextending Purchaser is replaced pursuant to subsection 2.2(d) of this Agreement, a “Partial Expiration Event”) and (y) ”Dissenting Purchaser” from the date of its refusal notice or the end of the applicable Election Period. If a Committed Purchaser has agreed to extend its Commitment Termination Date, and, at the end of the applicable Election Period no Termination Event shall have occurred, the Commitment Termination Date for such Committed Purchaser then in effect shall be extended to the date which is the Extension Length after its then current Commitment Expiration Date.
(d) Within two (2) Business Days following the end of an Election Period, the Agent for each Purchaser Group shall notify each other Committed Purchaser in such Purchaser Group, the Administrative Agent, the Issuer and the Servicer of the identity of any Dissenting Purchaser and the amount of its Commitment. Any of such Agent, the Issuer or the related CP Conduits may (but shall not be required to) request one or more other Committed Purchasers in such Purchaser Group, with the consent of the Agent (which shall not be unreasonably withheld) and, the related CP Conduits in their discretion, or seek another financial institution reasonably acceptable to such Agent and, the related CP Conduits in their discretion, to acquire all or a portion of the Commitment of the Dissenting Purchaser and all amounts payable to it hereunder and under the Basic Documents in accordance with Section 8.1 of this Agreement. Each Dissenting Purchaser hereby agrees to assign all or a portion of its Commitment and the amounts payable to it hereunder and under the Basic Documents to a replacement investor identified by the Agent for its Purchaser Group in accordance with the preceding sentence, subject to ratable payment of such Dissenting Purchaser’s Percentage Interest of the Aggregate Note Principal Balance, together with all accrued and unpaid interest thereon, and a ratable portion of all fees and other amounts due to it hereunder and under the Basic Documents.
(e) If the Issuer shall not request an extension of the Commitment Termination Date pursuant to subsection 2.2(c), then the Amortization Date shall be deemed to occur on the Commitment Termination Date then in effect.
Appears in 1 contract
Reductions and Extensions of Commitments. (a) At any time the Issuer may, upon at least two five (25) Business Days’ prior written notice to the Agents and the Indenture Trustee, reduce the Total Commitment. Each partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or integral multiples of $5,000,000 in excess thereof (or such other amount requested by the Issuer to which the Administrative Agent consentsAgents consent). Reductions of the aggregate Commitments pursuant to this subsection 2.2(a) of this Agreement shall be allocated (x) to the Maximum Purchase Amount of each Purchaser Group, pro rata based on the Purchaser Group Percentages of each Purchaser Group, and (y) to the aggregate Commitments of Committed Purchasers of each Purchaser Group pro rata based on their respective Liquidity Percentages, provided that if the Commercial Paper Notes of any CP Conduit are not rated at least A-1 or the equivalent by any two of Standard & Poor’s, by Moody’s Xxxxx’x and Xxxxx Rating ServicesFitch, the Issuer may allocate a non-pro rata portion of any such reduction to the Maximum Purchase Amount of the related Purchaser Group and may allocate a non-pro rata portion of any such reduction to the Commitment of any Committed Purchaser for such Purchaser Group which is a Downgraded Purchaser.
(b) On the Purchase Termination Date for a Committed Purchaser, the Commitment of such Purchaser shall be automatically reduced to zero.
(c) So long as no Termination Event has occurred and is continuing, the Issuer may request, through the Administrative AgentAgents, that each Committed Purchaser consent to an extension of the Commitment Termination Date for such period as the Issuer may specify (the “Extension Length”), which decision will be made by each Committed Purchaser in its sole and absolute discretion. Upon receipt of any such request, the Administrative Agent Agents shall promptly notify each Agent thereof, which shall notify each Committed Purchaser in its Purchaser Group thereof. Not more than sixty (60) days following the date of a request for an extension (such sixty (60) day) period, the “Election Period”), each Purchaser shall notify the Agent for its Purchaser Group of its willingness or refusal to so consent to an extension of the Commitment Termination Date, and such Agent shall notify the Issuer and the Administrative Agent Agents of such willingness or refusal by each Committed Purchaser not later than the Business Day following the last day of the Election Period. Any If any Committed Purchaser which notifies the applicable Agent of its refusal to consent to the extension or which does not expressly notify such Agent that it is willing to consent to an extension of the Commitment Termination Date during the applicable Election Period shall be deemed to be a (x) Nonextending Purchaser after Period, the Commitment Termination Date then in effect (such occurrence, unless such Nonextending Purchaser is replaced pursuant to subsection 2.2(d) of this Agreement, a “Partial Expiration Event”) and (y) ”Dissenting Purchaser” from the date of its refusal notice or the end shall not be extended. If all of the applicable Election Period. If a Committed Purchaser has Purchasers have agreed to extend its the Commitment Termination Date, and, at the end of the applicable Election Period no Termination Event shall have occurred, the Commitment Termination Date for such Committed Purchaser then in effect shall be extended to the date which is the Extension Length after its then current Commitment Expiration Date.
(d) Within two (2) Business Days following the end of an Election Period, the Agent for each Purchaser Group shall notify each other Committed Purchaser in such Purchaser Group, the Administrative Agent, the Issuer and the Servicer of the identity of any Dissenting Purchaser and the amount of its Commitment. Any of such Agent, the Issuer or the related CP Conduits may (but shall not be required to) request one or more other Committed Purchasers in such Purchaser Group, with the consent of the Agent (which shall not be unreasonably withheld) and, the related CP Conduits in their discretion, or seek another financial institution reasonably acceptable to such Agent and, the related CP Conduits in their discretion, to acquire all or a portion of the Commitment of the Dissenting Purchaser and all amounts payable to it hereunder and under the Basic Documents in accordance with Section 8.1 of this Agreement. Each Dissenting Purchaser hereby agrees to assign all or a portion of its Commitment and the amounts payable to it hereunder and under the Basic Documents to a replacement investor identified by the Agent for its Purchaser Group in accordance with the preceding sentence, subject to ratable payment of such Dissenting Purchaser’s Percentage Interest of the Aggregate Note Principal Balance, together with all accrued and unpaid interest thereon, and a ratable portion of all fees and other amounts due to it hereunder and under the Basic Documents[Reserved].
(e) If the Issuer shall not request an extension of the Commitment Termination Date pursuant to subsection 2.2(c), then the Amortization Date shall be deemed to occur on the Commitment Termination Date then in effect.
Appears in 1 contract
Samples: Note Purchase Agreement (General Motors Financial Company, Inc.)
Reductions and Extensions of Commitments. (a) At any time the Issuer may, upon at least two (2) Business Days’ ' prior written notice to the Agents and the TrusteeAdministrative Agent, reduce the Total Commitment. Each partial reduction shall be in an aggregate amount of $10,000,000 25,000,000 or integral multiples of $5,000,000 in excess thereof (or such other amount requested by the Issuer to which the Administrative Agent consents). Reductions of the aggregate Commitments pursuant to this subsection 2.2(a) of this Agreement shall be allocated (x) to the Maximum Purchase Amount of each Purchaser GroupCP Conduit, pro rata based on the Purchaser Group Percentages of each Purchaser GroupPercentage represented by such Maximum Purchase Amount, and (y) to the aggregate Commitments of Committed Purchasers of for each Purchaser Group CP Conduit pro rata based on their respective Liquidity Percentages, provided that if the Commercial Paper Notes of any CP Conduit are not rated at least A-1 or the equivalent by any two of Standard & Poor’sS&P, by Moody’s 's and Xxxxx Fitch Rating Services, the Issuer may allocate a non-pro rata portion of any xxxx xxrtion xx xny such reduction to the Maximum Purchase Amount of the related Purchaser Group such CP Conduit and may allocate a non-pro rata portion of any such reduction to the Commitment of any Committed Purchaser for such Purchaser Group CP Conduit which is a Downgraded PurchaserPurchaser (it being understood that the Issuer will allocate any reduction of the Maximum Purchase Amounts of any CP Conduit pro rata according to its Maximum Purchase Amounts, if any, under each of the Class A-1 Note Purchase Agreement, the Class A-2 Note Purchase Agreement, the Class B Note Purchase Agreement and the Class C Note Purchase Agreement).
(b) On the Purchase Termination Date for a Committed Purchaser, the Commitment of such Class A-2 Purchaser shall be automatically reduced to zero.
(c) So long as no Termination Event has occurred and is continuing, the Issuer may request, through the Administrative Agent, that each Committed Class A-2 Purchaser consent to an extension of the Commitment Termination Date for such period as the Issuer may specify (the “"Extension Length”"), which decision will be made by each Committed Class A-2 Purchaser in its sole discretion, provided that on the date of the effectiveness of any such extension, and absolute discretionafter giving effect to such extension, the Commitment Termination Date will not be more than three years from such date. Upon receipt of any such request, the Administrative Agent shall promptly notify each Agent thereof, which shall notify each Committed Class A-2 Purchaser in its Purchaser Group thereof. Not more than sixty (60) 60 days following the date of a request for an extension (such sixty (60) day) -day period, the “"Election Period”"), each Class A-2 Purchaser shall notify the Agent for its Purchaser Group of its willingness or refusal to so consent to an extension of the Commitment Termination Date, and such Agent shall notify the Issuer and the Administrative Agent of such willingness or refusal by each Committed Class A-2 Purchaser not later than the Business Day following the last day of the Election Period. Any Committed Class A-2 Purchaser which notifies the applicable Agent of its refusal to consent to the extension or which does not expressly notify such Agent that it is willing to consent to an extension of the Commitment Termination Date during the applicable Election Period shall be deemed to be a (x) Nonextending Purchaser after the Commitment Termination Date then in effect (such occurrence, unless such Nonextending Purchaser is replaced pursuant to subsection 2.2(d) of this Agreement, a “Partial Expiration Event”) and (y) ”Dissenting Purchaser” from the date of its refusal notice or the end of the applicable Election Period. If a Committed Purchaser has agreed to extend its Commitment Termination Date, and, at the end of the applicable Election Period no Termination Event shall have occurred, the Commitment Termination Date for such Committed Purchaser then in effect shall be extended to the date which is the Extension Length after its then current Commitment Expiration Date.
(d) Within two (2) Business Days following the end of an Election Period, the Agent for each Purchaser Group shall notify each other Committed Purchaser in such Purchaser Group, the Administrative Agent, the Issuer and the Servicer of the identity of any Dissenting Purchaser and the amount of its Commitment. Any of such Agent, the Issuer or the related CP Conduits may (but shall not be required to) request one or more other Committed Purchasers in such Purchaser Group, with the consent of the Agent (which shall not be unreasonably withheld) and, the related CP Conduits in their discretion, or seek another financial institution reasonably acceptable to such Agent and, the related CP Conduits in their discretion, to acquire all or a portion of the Commitment of the Dissenting Purchaser and all amounts payable to it hereunder and under the Basic Documents in accordance with Section 8.1 of this Agreement. Each Dissenting Purchaser hereby agrees to assign all or a portion of its Commitment and the amounts payable to it hereunder and under the Basic Documents to a replacement investor identified by the Agent for its Purchaser Group in accordance with the preceding sentence, subject to ratable payment of such Dissenting Purchaser’s Percentage Interest of the Aggregate Note Principal Balance, together with all accrued and unpaid interest thereon, and a ratable portion of all fees and other amounts due to it hereunder and under the Basic Documents.
(e) If the Issuer shall not request an extension of the Commitment Termination Date pursuant to subsection 2.2(c), then the Amortization Date shall be deemed to occur on the Commitment Termination Date then in effect.
Appears in 1 contract
Samples: Class a 2 Note Purchase Agreement (Americredit Corp)
Reductions and Extensions of Commitments. (a) At any time the Issuer may, upon at least two (2) Business Days’ ' prior written notice to the Agents and the TrusteeAdministrative Agent, reduce the Total Commitment. Each partial reduction shall be in an aggregate amount of $10,000,000 25,000,000 or integral multiples of $5,000,000 in excess thereof (or such other amount requested by the Issuer to which the Administrative Agent consents). Reductions of the aggregate Commitments pursuant to this subsection 2.2(a) of this Agreement shall be allocated (x) to the Maximum Purchase Amount of each Purchaser GroupCP Conduit, pro rata based on the Purchaser Group Percentages of each Purchaser GroupPercentage represented by such Maximum Purchase Amount, and (y) to the aggregate Commitments of Committed Purchasers of for each Purchaser Group CP Conduit pro rata based on their respective Liquidity Percentages, provided that if the Commercial Paper Notes of any CP Conduit are not rated at least A-1 or the equivalent by any two of Standard & Poor’sS&P, by Moody’s 's and Xxxxx Fitch Rating Services, the Issuer may allocate a non-pro rata portion of any xxxx xxrtion xx xny such reduction to the Maximum Purchase Amount of the related Purchaser Group such CP Conduit and may allocate a non-pro rata portion of any such reduction to the Commitment of any Committed Purchaser for such Purchaser Group CP Conduit which is a Downgraded PurchaserPurchaser (it being understood that the Issuer will allocate any reduction of the Maximum Purchase Amounts of any CP Conduit pro rata according to its Maximum Purchase Amounts, if any, under each of the Class A-1 Note Purchase Agreement, the Class A-2 Note Purchase Agreement, the Class B Note Purchase Agreement and the Class C Note Purchase Agreement).
(b) On the Purchase Termination Date for a Committed Purchaser, the Commitment of such Class B Purchaser shall be automatically reduced to zero.
(c) So long as no Termination Event has occurred and is continuing, the Issuer may request, through the Administrative Agent, that each Committed Class B Purchaser consent to an extension of the Commitment Termination Date for such period as the Issuer may specify (the “"Extension Length”"), which decision will be made by each Committed Class B Purchaser in its sole discretion, provided that on the date of the effectiveness of any such extension, and absolute discretionafter giving effect to such extension, the Commitment Termination Date will not be more than three years from such date. Upon receipt of any such request, the Administrative Agent shall promptly notify each Agent thereof, which shall notify each Committed Class B Purchaser in its Purchaser Group thereof. Not more than sixty (60) 60 days following the date of a request for an extension (such sixty (60) day) -day period, the “"Election Period”"), each Class B Purchaser shall notify the Agent for its Purchaser Group of its willingness or refusal to so consent to an extension of the Commitment Termination Date, and such Agent shall notify the Issuer and the Administrative Agent of such willingness or refusal by each Committed Class B Purchaser not later than the Business Day following the last day of the Election Period. Any Committed Class B Purchaser which notifies the applicable Agent of its refusal to consent to the extension or which does not expressly notify such Agent that it is willing to consent to an extension of the Commitment Termination Date during the applicable Election Period shall be deemed to be a (x) Nonextending Class B Purchaser after the Commitment Termination Date then in effect (such occurrence, unless such Nonextending Purchaser is replaced pursuant to subsection 2.2(d) of this Agreement, a “Partial Expiration Event”) and (y) ”Dissenting Class B Purchaser” from the date of its refusal notice or the end of the applicable Election Period. If a Committed Purchaser has agreed to extend its Commitment Termination Date, and, at the end of the applicable Election Period no Termination Event shall have occurred, the Commitment Termination Date for such Committed Purchaser then in effect shall be extended to the date which is the Extension Length after its then current Commitment Expiration Date.
(d) Within two (2) Business Days following the end of an Election Period, the Agent for each Purchaser Group shall notify each other Committed Purchaser in such Purchaser Group, the Administrative Agent, the Issuer and the Servicer of the identity of any Dissenting Purchaser and the amount of its Commitment. Any of such Agent, the Issuer or the related CP Conduits may (but shall not be required to) request one or more other Committed Purchasers in such Purchaser Group, with the consent of the Agent (which shall not be unreasonably withheld) and, the related CP Conduits in their discretion, or seek another financial institution reasonably acceptable to such Agent and, the related CP Conduits in their discretion, to acquire all or a portion of the Commitment of the Dissenting Purchaser and all amounts payable to it hereunder and under the Basic Documents in accordance with Section 8.1 of this Agreement. Each Dissenting Purchaser hereby agrees to assign all or a portion of its Commitment and the amounts payable to it hereunder and under the Basic Documents to a replacement investor identified by the Agent for its Purchaser Group in accordance with the preceding sentence, subject to ratable payment of such Dissenting Purchaser’s Percentage Interest of the Aggregate Note Principal Balance, together with all accrued and unpaid interest thereon, and a ratable portion of all fees and other amounts due to it hereunder and under the Basic Documents.
(e) If the Issuer shall not request an extension of the Commitment Termination Date pursuant to subsection 2.2(c), then the Amortization Date shall be deemed to occur on the Commitment Termination Date then in effect.
Appears in 1 contract
Reductions and Extensions of Commitments. (a) At any time the Issuer may, upon at least two (2) Business Days’ prior written notice to the Agents and the TrusteeAdministrative Agent, reduce the Total Commitment. Each partial reduction shall be in an aggregate amount of $10,000,000 2,500,000 or integral multiples of $5,000,000 500,000 in excess thereof (or such other amount requested by the Issuer to which the Administrative Agent consents). Reductions of the aggregate Commitments pursuant to this subsection 2.2(a) of this Agreement shall be allocated (x) to the Maximum Purchase Amount of each Purchaser GroupCP Conduit, pro rata based on the Purchaser Group Percentages of each Purchaser GroupPercentage represented by such Maximum Purchase Amount, and (y) to the aggregate Commitments of Committed Purchasers of each Purchaser Group pro rata based on their respective Liquidity Percentages, provided that if the Commercial Paper Notes of any CP Conduit are not rated at least A-1 “A-1” or the equivalent by any two of Standard & Poor’s, by Moody’s Xxxxx’x and Xxxxx Rating Services, the Issuer may allocate a non-pro rata portion of any such reduction to the Maximum Purchase Amount of the related Purchaser Group such CP Conduit and may allocate a non-pro rata portion of any such reduction to the Commitment of any Committed Purchaser for such Purchaser Group CP Conduit which is a Downgraded PurchaserPurchaser (it being understood that the Issuer will allocate any reduction of the Maximum Purchase Amounts of any CP Conduit pro rata according to its Maximum Purchase Amounts, if any, under each of the Class A Note Purchase Agreement, the Class B Note Purchase Agreement and the Class C Note Purchase Agreement).
(b) On the Purchase Termination Date for a Committed Purchaser, the Commitment of such Class B Purchaser shall be automatically reduced to zero.
(c) So long as no Termination Event has occurred and is continuing, the Issuer may request, through the Administrative Agent, that each Committed Class B Purchaser consent to an extension of the Commitment Termination Date for such period as the Issuer may specify (the “Extension Length”), which decision will be made by each Committed Purchaser in its sole and absolute discretion. Upon receipt of any such request, the Administrative Agent shall promptly notify each Agent thereof, which shall notify each Committed Purchaser in its Purchaser Group thereof. Not more than sixty (60) days following the date of a request for an extension (such sixty (60) day) period, the “Election Period”), each Purchaser shall notify the Agent for its Purchaser Group of its willingness or refusal to so consent to an extension of the Commitment Termination Date, and such Agent shall notify the Issuer and the Administrative Agent of such willingness or refusal by each Committed Purchaser not later than the Business Day following the last day of the Election Period. Any Committed Purchaser which notifies the applicable Agent of its refusal to consent to the extension or which does not expressly notify such Agent that it is willing to consent to an extension of the Commitment Termination Date during the applicable Election Period shall be deemed to be a (x) Nonextending Purchaser after the Commitment Termination Date then in effect (such occurrence, unless such Nonextending Purchaser is replaced pursuant to subsection 2.2(d) of this Agreement, a “Partial Expiration Event”) and (y) ”Dissenting Purchaser” from the date of its refusal notice or the end of the applicable Election Period. If a Committed Purchaser has agreed to extend its Commitment Termination Date, and, at the end of the applicable Election Period no Termination Event shall have occurred, the Commitment Termination Date for such Committed Purchaser then in effect shall be extended to the date which is the Extension Length after its then current Commitment Expiration Date.
(d) Within two (2) Business Days following the end of an Election Period, the Agent for each Purchaser Group shall notify each other Committed Purchaser in such Purchaser Group, the Administrative Agent, the Issuer and the Servicer of the identity of any Dissenting Purchaser and the amount of its Commitment. Any of such Agent, the Issuer or the related CP Conduits may (but shall not be required to) request one or more other Committed Purchasers in such Purchaser Group, with the consent of the Agent (which shall not be unreasonably withheld) and, the related CP Conduits in their discretion, or seek another financial institution reasonably acceptable to such Agent and, the related CP Conduits in their discretion, to acquire all or a portion of the Commitment of the Dissenting Purchaser and all amounts payable to it hereunder and under the Basic Documents in accordance with Section 8.1 of this Agreement. Each Dissenting Purchaser hereby agrees to assign all or a portion of its Commitment and the amounts payable to it hereunder and under the Basic Documents to a replacement investor identified by the Agent for its Purchaser Group in accordance with the preceding sentence, subject to ratable payment of such Dissenting Purchaser’s Percentage Interest of the Aggregate Note Principal Balance, together with all accrued and unpaid interest thereon, and a ratable portion of all fees and other amounts due to it hereunder and under the Basic Documents.
(e) If the Issuer shall not request an extension of the Commitment Termination Date pursuant to subsection 2.2(c), then the Amortization Date shall be deemed to occur on the Commitment Termination Date then in effect.an
Appears in 1 contract
Reductions and Extensions of Commitments. (a) At any time the Issuer may, upon at least two (2) Business Days’ prior written notice to the Agents and the TrusteeAdministrative Agent, reduce the Total Commitment. Each partial reduction shall be in an aggregate amount of $10,000,000 25,000,000 or integral multiples of $5,000,000 in excess thereof (or such other amount requested by the Issuer to which the Administrative Agent consents). Reductions of the aggregate Commitments pursuant to this subsection 2.2(a) of this Agreement shall be allocated (x) to the Maximum Purchase Amount of each Purchaser GroupCP Conduit, pro rata based on the Purchaser Group Percentages of each Purchaser GroupPercentage represented by such Maximum Purchase Amount, and (y) to the aggregate Commitments of Committed Purchasers of for each Purchaser Group CP Conduit pro rata based on their respective Liquidity Percentages, provided that if the Commercial Paper Notes of any CP Conduit are not rated at least A-1 or the equivalent by any two of Standard & Poor’sS&P, by Moody’s Xxxxx’x and Xxxxx Rating Services, the Issuer may allocate a non-pro rata portion of any such reduction to the Maximum Purchase Amount of the related Purchaser Group such CP Conduit and may allocate a non-pro rata portion of any such reduction to the Commitment of any Committed Purchaser for such Purchaser Group CP Conduit which is a Downgraded PurchaserPurchaser (it being understood that the Issuer will allocate any reduction of the Maximum Purchase Amounts of any CP Conduit pro rata according to its Maximum Purchase Amounts, if any, under each of the Class A Note Purchase Agreement, the Class B Note Purchase Agreement and the Class C Note Purchase Agreement).
(b) On the Purchase Termination Date for a Committed Purchaser, the Commitment of such Class B Purchaser shall be automatically reduced to zero.
(c) So long as no Termination Event has occurred and is continuing, the Issuer may request, through the Administrative Agent, that each Committed Class B Purchaser consent to an extension of the Commitment Termination Date for such period as the Issuer may specify (the “Extension Length”), which decision will be made by each Committed Class B Purchaser in its sole discretion, provided that on the date of the effectiveness of any such extension, and absolute discretionafter giving effect to such extension, the Commitment Termination Date will not be more than three years from such date. Upon receipt of any such request, the Administrative Agent shall promptly notify each Agent thereof, which shall notify each Committed Class B Purchaser in its Purchaser Group thereof. Not more than sixty (60) 60 days following the date of a request for an extension (such sixty (60) day) -day period, the “Election Period”), each Class B Purchaser shall notify the Agent for its Purchaser Group of its willingness or refusal to so consent to an extension of the Commitment Termination Date, and such Agent shall notify the Issuer and the Administrative Agent of such willingness or refusal by each Committed Class B Purchaser not later than the Business Day following the last day of the Election Period. Any Committed Class B Purchaser which notifies the applicable Agent of its refusal to consent to the extension or which does not expressly notify such Agent that it is willing to consent to an extension of the Commitment Termination Date during the applicable Election Period shall be deemed to be a (x) Nonextending Class B Purchaser after the Commitment Termination Date then in effect (such occurrence, unless such Nonextending Class B Purchaser is replaced pursuant to subsection 2.2(d) of this AgreementAgreement or unless the Purchase Termination Date shall have occurred, a “Partial Expiration Event”) and (y) ”“Dissenting Purchaser” from the date of its refusal notice or the end of the applicable Election Period. If a Committed Class B Purchaser has agreed to extend its Commitment Termination Date, and, at the end of the applicable Election Period no Termination Event shall have occurred, the Commitment Termination Date for such Committed Class B Purchaser then in effect shall be extended to the date which is the Extension Length after its then current Commitment Expiration Date.
(d) Within two (2) Business Days following the end of an Election Period, the Agent for each Purchaser Group shall notify each other Committed Purchaser in such Purchaser Group, the Administrative Agent, the Issuer and the Servicer of the identity of any Dissenting Purchaser and the amount of its Commitment. Any of such Agent, the Issuer or the related CP Conduits may (but shall not be required to) request one or more other Committed Purchasers in such Purchaser Group, with the consent of the Agent (which shall not be unreasonably withheld) and, the related CP Conduits in their discretion, or seek another financial institution reasonably acceptable to such Agent and, the related CP Conduits in their discretion, to acquire all or a portion of the Commitment of the Dissenting Purchaser and all amounts payable to it hereunder and under the Basic Documents in accordance with Section 8.1 of this Agreement. Each Dissenting Purchaser hereby agrees to assign all or a portion of its Commitment and the amounts payable to it hereunder and under the Basic Documents to a replacement investor identified by the Agent for its Purchaser Group in accordance with the preceding sentence, subject to ratable payment of such Dissenting Purchaser’s Percentage Interest of the Aggregate Note Principal Balance, together with all accrued and unpaid interest thereon, and a ratable portion of all fees and other amounts due to it hereunder and under the Basic Documents.
(e) If the Issuer shall not request an extension of the Commitment Termination Date pursuant to subsection 2.2(c), then the Amortization Date shall be deemed to occur on the Commitment Termination Date then in effect.
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Reductions and Extensions of Commitments. (a) At any time the Issuer may, upon at least two (2) Business Days’ prior written notice to the Agents and the TrusteeAdministrative Agent, reduce the Total Commitment. Each partial reduction shall be in an aggregate amount of $10,000,000 1,000,000 or integral multiples of $5,000,000 100,000 in excess thereof (or such other amount requested by the Issuer to which the Administrative Agent consents). Reductions of the aggregate Commitments pursuant to this subsection 2.2(a) of this Agreement shall be allocated (x) to the Commitment of each Committed Purchaser and the Maximum Purchase Amount of each Purchaser GroupCP Conduit, pro rata based on the Purchaser Group Percentages of each Purchaser Group, and (y) to the aggregate Commitments of Committed Purchasers of each Purchaser Group pro rata based on their respective Liquidity Percentages, provided that if the Commercial Paper Notes of any CP Conduit are not rated at least A-1 Percentage represented by such Commitment or the equivalent by any two of Standard & Poor’s, by Moody’s and Xxxxx Rating Services, the Issuer may allocate Maximum Purchase. The Administrative Agent shall promptly deliver a non-pro rata portion copy of any such reduction notice to the Maximum Purchase Amount of the related Purchaser Group each Agent and may allocate a non-pro rata portion of any such reduction to the Commitment of any Committed Purchaser for such Purchaser Group which is a Downgraded each Class A Purchaser.
(b) On the Purchase Termination Date for a Committed Purchaser, the Commitment of such Class A Purchaser shall be automatically reduced to zero. On the Termination Date, the Commitment of all Class A Purchasers shall be automatically reduced to zero.
(c) So long as no Termination Event has occurred and is continuing, no more than 90 and no less than 60 days prior to the Issuer applicable Commitment Termination Date, the Transferor may request, through the Administrative Agent, that each Committed Purchaser consent to an extension of the extends its Commitment Termination Date for such a 364-day period as the Issuer may specify (the “Extension Length”)herein provided, which decision will be made by each Committed Purchaser in its sole and absolute discretion. Upon receipt of any such request, the Administrative Agent shall promptly notify each Agent thereof, which shall notify each Committed Purchaser in its Purchaser Group thereof. Not more than sixty At least 30 days prior to the applicable Commitment Termination Date (60) days following the date of a request for an extension (such sixty (60) day) period, the “Election Period”), each Committed Purchaser shall notify the Agent for its Purchaser Group of its willingness or refusal to so consent to an extension of the extend its Commitment Termination Date, and such Agent shall notify the Issuer Transferor and the Administrative Agent of such willingness or refusal by each the Committed Purchaser Purchasers not later than the Business Day following the last day of the Election Period. No Committed Purchaser may consent to an extension of its Commitment Termination Date without the consent of each CP Conduit, if any, for which it acts as a Committed Purchaser. Any Committed Purchaser which notifies the applicable Agent of its refusal to consent to the extension extend or which does not expressly notify such Agent that it is willing to consent to an extension of the extend its Commitment Termination Date during the applicable Election Period shall be deemed to be a (x) a Nonextending Class A Purchaser after the Commitment Termination Date then in effect (such occurrence, unless such Nonextending Class A Purchaser is replaced pursuant to subsection 2.2(d) of this AgreementAgreement or unless the Termination Date shall have occurred, a “Partial Expiration Event”) and (y) ”a “Dissenting Purchaser” from the date of its refusal notice or the end of the applicable Election Period. If a (i) one or more Committed Purchaser has Purchasers have agreed to extend its the Commitment Termination Date, and, and (ii) at the end of the applicable Election Period Period, no Termination Event shall have occurred, the Commitment Termination Date then in effect for each such Committed Purchaser then in effect shall be extended to the date which is 364 days following the Extension Length after its then current Commitment Expiration Datefirst day of the Election Period or, if such day is not a Business Day, the next preceding Business Day; provided that if not all Committed Purchasers have agreed to such extension, the Transferor may elect, by notice to the Administrative Agent, the Issuer and each Agent delivered not later than five Business Days prior to the end of the Election Period, not to have such extension become effective.
(d) Within two (2) Business Days following the end of an Election Period, the Agent for each Purchaser Group shall notify each other Committed Class A Purchaser in such Purchaser Group, the Administrative Agent, the Issuer Issuer, the Transferor and the Servicer of the identity of any Dissenting Purchaser and the amount of its Commitment. Any of such Such Agent, the Issuer or Issuer, the related Transferor and, if the Dissenting Purchaser is a Committed Purchaser, the affected CP Conduits Conduit may (but shall not be required to) request one or more other Committed Class A Purchasers in such Purchaser Group, with the consent of the Agent (which shall not be unreasonably withheld) and, if the related Dissenting Purchaser is a Committed Purchaser, the affected CP Conduits Conduit in their its sole discretion, or seek another financial institution reasonably acceptable to such Agent and, if the related Dissenting Purchaser is a Committed Purchaser acceptable to the affected CP Conduits Conduit in their its sole discretion, to acquire all or a portion of the Commitment of the Dissenting Purchaser and all amounts payable to it hereunder and under the Basic Documents Indenture and the Indenture Supplement in accordance with Section 8.1 6.1 of this Agreement. Each Dissenting Purchaser hereby agrees to assign all or a portion of its Commitment and the amounts payable to it hereunder and under the Basic Documents Indenture and the Indenture Supplement to a replacement investor identified by the Agent for its Purchaser Group in accordance with the preceding sentence, subject to ratable payment of such Dissenting Purchaser’s Percentage Interest of the Aggregate Class A Note Principal Balance, together with all accrued and unpaid interest thereon, and a ratable portion of all fees and other amounts due to it hereunder and under the Basic Documentshereunder.
(e) If the Issuer shall not request an extension of the Commitment Termination Date pursuant to subsection 2.2(c), then the Amortization Date shall be deemed to occur on the Commitment Termination Date then in effect.
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Reductions and Extensions of Commitments. (a) At any time the Issuer may, upon at least two (2) Business Days’ ' prior written notice to the Agents and the TrusteeAdministrative Agent, reduce the Total Commitment. Each partial reduction shall be in an aggregate amount of $10,000,000 25,000,000 or integral multiples of $5,000,000 in excess thereof (or such other amount requested by the Issuer to which the Administrative Agent consents). Reductions of the aggregate Commitments pursuant to this subsection 2.2(a) of this Agreement shall be allocated (x) to the Maximum Purchase Amount of each Purchaser GroupCP Conduit, pro rata based on the Purchaser Group Percentages of each Purchaser GroupPercentage represented by such Maximum Purchase Amount, and (y) to the aggregate Commitments of Committed Purchasers of for each Purchaser Group CP Conduit pro rata based on their respective Liquidity Percentages, provided that if the Commercial Paper Notes of any CP Conduit are not rated at least A-1 or the equivalent by any two of Standard & Poor’sS&P, by Moody’s Xxxxx'x and Xxxxx Rating Services, the Issuer may allocate a non-pro rata portion of any such reduction to the Maximum Purchase Amount of the related Purchaser Group such CP Conduit and may allocate a non-pro rata portion of any such reduction to the Commitment of any Committed Purchaser for such Purchaser Group CP Conduit which is a Downgraded PurchaserPurchaser (it being understood that the Issuer will allocate any reduction of the Maximum Purchase Amounts of any CP Conduit pro rata according to its Maximum Purchase Amounts, if any, under each of the Class A-1 Note Purchase Agreement, the Class A-2 Note Purchase Agreement, the Class B Note Purchase Agreement and the Class C Note Purchase Agreement).
(b) On the Purchase Termination Date for a Committed Purchaser, the Commitment of such Class A-1 Purchaser shall be automatically reduced to zero.
(c) So long as no Termination Event has occurred and is continuing, no more than 60 and no less than 30 days prior to the applicable Commitment Termination Date, the Issuer may request, through the Administrative Agent, that each Committed Class A-1 Purchaser consent to an extension of the Commitment Termination Date for such a 364-day period as the Issuer may specify (the “Extension Length”)herein provided, which decision will be made by each Committed Class A-1 Purchaser in its sole and absolute discretion. Upon receipt of any such request, the Administrative Agent shall promptly notify each Agent thereof, which shall notify each Committed Class A-1 Purchaser in its Purchaser Group thereof. Not more than sixty (60) 30 days following the date of a request for an extension (such sixty (60) day) 30-day period, the “"Election Period”"), each Class A-1 Purchaser shall notify the Agent for its Purchaser Group of its willingness or refusal to so consent to an extension of the Commitment Termination Date, and such Agent shall notify the Issuer and the Administrative Agent of such willingness or refusal by each Committed Purchaser not later than the Business Day following the last day of the Election Period. Any Committed Purchaser which notifies the applicable Agent of its refusal to consent to the extension or which does not expressly notify such Agent that it is willing to consent to an extension of the Commitment Termination Date during the applicable Election Period shall be deemed to be a (x) Nonextending Purchaser after the Commitment Termination Date then in effect (such occurrence, unless such Nonextending Purchaser is replaced pursuant to subsection 2.2(d) of this Agreement, a “Partial Expiration Event”) and (y) ”Dissenting Purchaser” from the date of its refusal notice or the end of the applicable Election Period. If a Committed Purchaser has agreed to extend its Commitment Termination Date, and, at the end of the applicable Election Period no Termination Event shall have occurred, the Commitment Termination Date for such Committed Purchaser then in effect shall be extended to the date which is the Extension Length after its then current Commitment Expiration Date.
(d) Within two (2) Business Days following the end of an Election Period, the Agent for each Purchaser Group shall notify each other Committed Purchaser in such Purchaser Group, the Administrative Agent, the Issuer and the Servicer of the identity of any Dissenting Purchaser and the amount of its Commitment. Any of such Agent, the Issuer or the related CP Conduits may (but shall not be required to) request one or more other Committed Purchasers in such Purchaser Group, with the consent of the Agent (which shall not be unreasonably withheld) and, the related CP Conduits in their discretion, or seek another financial institution reasonably acceptable to such Agent and, the related CP Conduits in their discretion, to acquire all or a portion of the Commitment of the Dissenting Purchaser and all amounts payable to it hereunder and under the Basic Documents in accordance with Section 8.1 of this Agreement. Each Dissenting Purchaser hereby agrees to assign all or a portion of its Commitment and the amounts payable to it hereunder and under the Basic Documents to a replacement investor identified by the Agent for its Purchaser Group in accordance with the preceding sentence, subject to ratable payment of such Dissenting Purchaser’s Percentage Interest of the Aggregate Note Principal Balance, together with all accrued and unpaid interest thereon, and a ratable portion of all fees and other amounts due to it hereunder and under the Basic Documents.
(e) If the Issuer shall not request an extension of the Commitment Termination Date pursuant to subsection 2.2(c), then the Amortization Date shall be deemed to occur on the Commitment Termination Date then in effect.the
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Samples: Class a 1 Note Purchase Agreement (Americredit Corp)
