Common use of Uncommitted Facility Clause in Contracts

Uncommitted Facility. (i) The Purchaser hereby advises to the Sellers that the purchase and sale facility hereunder is an uncommitted facility (the “Uncommitted Facility”) for purposes of purchasing Eligible Receivables hereunder up to an aggregate outstanding amount not to exceed the Program Limit. The establishment of the Uncommitted Facility and/or the Purchaser’s execution of this Agreement does not constitute a commitment, obligation or other undertaking of the Purchaser to purchase any Receivables from any Seller or otherwise extend credit or provide any financial accommodation to any Seller. Without limiting the generality of the foregoing, the Purchaser has the right, in its sole and absolute discretion, to decline to purchase any Offered Receivable that has been offered for sale to the Purchaser by any Seller at any time. The Uncommitted Facility may be terminated by the Purchaser or the Sellers at any time upon written notice delivered to the Purchaser or the Sellers, as applicable. (ii) The Purchaser will consider Purchase Requests from time to time submitted to Purchaser by Seller under this Uncommitted Facility until the Purchase Termination Date, unless such facility is earlier terminated by the Purchaser in accordance with this Agreement. The Sellers may request an extension of the Purchase Termination Date for a period of up to one (1) year by an irrevocable notice substantially in the form of Annex E attached hereto (a “Facility Extension Request”) delivered to the Purchaser (unless otherwise agreed by the Purchaser) not more than sixty (60) days and not less than thirty (30) days before the then current Purchase Termination Date. If the Purchaser, in its sole and absolute discretion, agrees to such Facility Extension Request, the Purchaser shall deliver its written consent to such Facility Extension Request, and with the Purchaser’s delivery of such consent, the then current Purchase Termination Date shall be amended as set forth in such Facility Extension Request, effective as of the date of the then current Purchase Termination Date.

Uncommitted Facility. (i) The Purchaser hereby advises to the Sellers that the purchase and sale facility hereunder is it has set up an uncommitted facility (the “Uncommitted Facility”) for purposes of purchasing Eligible Receivables hereunder up to an aggregate outstanding amount not to exceed the Program Limit. The establishment of the Uncommitted Facility and/or the Purchaser’s execution of this Agreement does not constitute a commitment, obligation or other undertaking of the Purchaser to purchase any Receivables from any Seller or otherwise extend credit or provide any financial accommodation to any Seller. Without limiting the generality of the foregoing, the Purchaser has the right, in its sole and absolute discretion, to (i) terminate the Uncommitted Facility or (ii) decline to purchase any Offered Receivable that has have been offered for sale to the Purchaser by any Seller Seller, in each case, at any time. The Uncommitted Facility may be terminated by the Purchaser or the Sellers at any time upon written notice delivered to the Purchaser or the Sellers, as applicable. (ii) The Purchaser will consider Purchase Requests from time to time submitted to Purchaser by any Seller under this Uncommitted Facility until the Purchase Termination Date, unless such facility is earlier terminated by the Purchaser in accordance with this AgreementPurchaser. The Sellers may request an extension of the Purchase Termination Date for a period of up to one (1) year by an irrevocable notice substantially in the form of Annex E attached hereto (a “Facility Extension Request”) delivered to the Purchaser (unless otherwise agreed by the Purchaser) not more than sixty (60) days and not less than thirty (30) days before the then current Purchase Termination Date. If the Purchaser, in its sole and absolute discretion, agrees to such Facility Extension Request, the Purchaser shall deliver its written consent to such Facility Extension Request, and with upon the Purchaser’s delivery of such consent, the then current Purchase Termination Date shall be amended as set forth in such Facility Extension Request, effective as of the date of the then current Purchase Termination Date.

Uncommitted Facility. (i) The Purchaser hereby advises A Lender may, but is not obligated to, on the terms and conditions set forth in this Agreement, make Uncommitted Loans to Company from time to time during the Sellers that period commencing with the purchase Closing Date and sale facility hereunder is ending on the Availability Termination Date in an uncommitted facility (the “Uncommitted Facility”) for purposes of purchasing Eligible Receivables hereunder up to an aggregate outstanding amount not to exceed the Program Limit. The establishment of the such Lender's Uncommitted Facility and/or the Purchaser’s execution of this Agreement does not constitute a commitmentAmount; provided that (i) each such borrowing must equal or exceed $1,000,000 for all Lenders collectively, obligation or other undertaking of the Purchaser to purchase any Receivables from any Seller or otherwise extend credit or provide any financial accommodation to any Seller. Without limiting the generality of the foregoing, the Purchaser has the right, in its sole and absolute discretion, to decline to purchase any Offered Receivable that has been offered for sale to the Purchaser by any Seller at any time. The Uncommitted Facility may be terminated by the Purchaser or the Sellers at any time upon written notice delivered to the Purchaser or the Sellers, as applicable. (ii) The Purchaser will consider Purchase Requests from time no such borrowing may be requested to time submitted to Purchaser by Seller under this Uncommitted Facility until be made after the Purchase Availability Termination Date, and (iii) no Uncommitted Loan may be made unless such facility is earlier terminated by the Purchaser in accordance with this Agreement. The Sellers may request an extension each of the Purchase Termination Date for a period Lenders agrees to fund its respective Pro Rata Share of up the aggregate amount of the requested Uncommitted Loans. Any amount borrowed under this Section 2.1(b) and subsequently repaid or prepaid may not be reborrowed. Subject to one (1) year by an irrevocable notice substantially in the form of Annex E attached hereto (a “Facility Extension Request”) delivered Sections 2.11 and 2.14, all amounts owed hereunder with respect to the Purchaser (unless otherwise agreed by Uncommitted Loans shall be paid in full no later than the Purchaser) not more than sixty (60) days and not less than thirty (30) days before the then current Purchase Termination Maturity Date. If the PurchaserNOTWITHSTANDING ANYTHING HEREIN OR IN ANY OTHER TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT TO THE CONTRARY, in its sole and absolute discretion, agrees to such Facility Extension Request, the Purchaser shall deliver its written consent to such Facility Extension Request, and with the Purchaser’s delivery of such consent, the then current Purchase Termination Date shall be amended as set forth in such Facility Extension Request, effective as of the date of the then current Purchase Termination DateNO LENDER IS OBLIGATED IN ANY WAY TO MAKE ANY UNCOMMITTED LOANS OR OTHER EXTENSIONS OF CREDIT OTHER THAN AS EXPRESSLY PROVIDED IN SECTION 2.1(a) ABOVE. EACH LENDER'S DECISION TO MAKE OR NOT MAKE ANY UNCOMMITTED LOANS SHALL BE MADE IN SUCH LENDER'S SOLE AND ABSOLUTE DISCRETION.

Uncommitted Facility. (i) The Purchaser hereby advises to the Sellers that the purchase and sale facility hereunder is an uncommitted facility (the “Uncommitted Facility”) for purposes of purchasing Eligible Receivables hereunder up to an aggregate outstanding amount not to exceed the Program Limit. The establishment of the Uncommitted Facility and/or the Purchaser’s execution of this Agreement does not constitute a commitment, obligation or other undertaking of the Purchaser to purchase any Receivables from any Seller or otherwise extend credit or provide any financial accommodation to any Seller. Without limiting the generality of the foregoing, the Purchaser has the right, in its sole and absolute discretion, to decline to purchase any Offered Receivable that has been offered for sale to the Purchaser by any Seller at any time. The Uncommitted Facility may be terminated by the Purchaser or the Sellers at any time upon written notice delivered to the Purchaser or the Sellers, as applicable. (ii) The Purchaser will consider Purchase Requests from time to time submitted to Purchaser by any Seller under this Uncommitted Facility until the Purchase Termination Date, unless such facility is earlier terminated by the Purchaser in accordance with this Agreement. The Sellers may request an extension of the Purchase Termination Date for a period of up to one (1) year by an irrevocable notice substantially in the form of Annex E attached hereto (a “Facility Extension Request”) delivered to the Purchaser (unless otherwise agreed by the Purchaser) not more than sixty (60) days and not less than thirty (30) days before the then current Purchase Termination Date. If the Purchaser, in its sole and absolute discretion, agrees to such Facility Extension Request, the Purchaser shall deliver its written consent to such Facility Extension Request, and with the Purchaser’s delivery of such consent, the then current Purchase Termination Date shall be amended as set forth in such Facility Extension Request, effective as of the date of the then current Purchase Termination Date.