Sale and Purchase of Shelf Notes Clause Samples

Sale and Purchase of Shelf Notes. (a) Master Note Facility. Each Investor Group Representative, severally and not jointly, is willing to consider, in its sole discretion and within limits which may be authorized for its purchase or the purchase by an Investor Group Affiliate from time to time, the purchase of Shelf Notes pursuant to this Agreement; provided that in no event shall the aggregate principal amount of Shelf Notes purchased by any Investor Group Affiliate and then outstanding exceed the amount specified for the applicable Investor Group on Schedule B. The willingness of the Investor Group Representatives to consider such purchase of Shelf Notes is herein called the “Master Note Facility.” At any time, the aggregate maximum principal amount of Shelf Notes stated in Section 1, minus the aggregate original principal amount of Shelf Notes purchased and sold pursuant to this Agreement prior to such time, minus the aggregate original principal amount of Accepted Notes which have not yet been purchased and sold hereunder prior to such time, plus the aggregate principal amount of Shelf Notes repaid or prepaid pursuant to this Agreement prior to such time, is herein called the “Available Facility Amount” at such time. NOTWITHSTANDING THE WILLINGNESS OF AN INVESTOR GROUP REPRESENTATIVE TO CONSIDER PURCHASES OF SHELF NOTES BY ITSELF OR AN INVESTOR GROUP AFFILIATE, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER ▇▇▇▇▇ INVESTOR GROUP REPRESENTATIVE NOR ANY AFFILIATE THEREOF SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF SHELF NOTES, AND THE MASTER NOTE FACILITY SHALL IN NO WAY BE CONSTRUED AS A