Common use of Term and Termination Date Clause in Contracts

Term and Termination Date. This Agreement will be effective when executed by the Parties, will continue in full force and effect for 1 year thereafter (the “Term”), and shall be further extended automatically annually (the “Renewal Term”), unless Seller provides written notice of its intention to terminate at least 60 days and not greater than 90 days prior to each anniversary date. Notwithstanding the preceding sentence, such termination shall not occur and the Agreement shall continue as if no notice was given unless, on the termination date, Seller has fully repaid Purchaser all monies due, and delivered to Purchaser the release as required by Section 22 below. 21.1 If effective notice by Seller under Section 21 above is not provided, then in addition to any other fees due under this Agreement, Seller agrees that it will pay an early termination fee equal to 0.75% multiplied by the Maximum Amount set forth in Section 1.17 herein multiplied by the number of months remaining in the Term or any Renewal Term (the “Early Termination Fee”). 21.2 Notwithstanding Section 21.1, if Seller was referred to Purchaser by a bank or other institution and intends to refinance with such bank its obligations under this Agreement, Seller may terminate this Agreement prior to the end of the Term or any Renewal Term by providing Purchaser 60 days’ prior written notice and refinancing with referring bank or institution. If such notice is provided and Seller refinances with the referring bank or other institution, no Early Termination Fee pursuant to Section 21.1 shall be due. 21.3 If Seller refinances its obligations under this Agreement with the bank that referred Seller to Purchaser without providing notice as required under Section 21.2, Seller may sf-3754873 terminate this Agreement prior to the end of the Term or any Renewal Term by paying an early termination fee equal to 1.5% multiplied by the Maximum Amount set forth in Section 1.17. 21.4 Purchaser may terminate this Agreement at any time by giving Seller 30 days’ prior written notice of termination, whereupon this Agreement shall terminate on the earlier date of 30 days thereafter or the end of the then current Term or Renewal Term, upon which termination date Seller shall fully repay to Purchaser all monies due and deliver to Purchaser the release as required under Section 22 below; provided that, if Purchaser for any reason, in good faith, deems itself insecure with respect to the prospect of repayment or performance of any obligations hereunder, such 30 day period shall not apply.

Term and Termination Date. This Agreement will shall be effective when executed by all of the Parties, will shall continue in full force and effect for 1 year 24 months thereafter (the “Term”), and shall be further extended automatically annually for an additional 12 month period (the “Renewal Term”), unless Seller provides written notice of its intention to terminate Purchaser at least 60 days and not greater than 90 sixty (60) days prior to each anniversary datethe end of the respective Term or Renewal Term. Notwithstanding the preceding sentence, such termination shall not occur occur, and the Agreement shall continue as if no notice was given unless, on the termination dateTermination Date, Complete Termination has occurred. 22.1. If Seller has fully repaid Purchaser all monies due, and delivered provides notice of its intent to Purchaser the release as required by terminate under Section 22 below. 21.1 If effective notice by hereof during the Term and Seller under Section 21 above is not providedintends to finance or refinance the Obligations with an entity that engages primarily in factoring, then in addition to any other fees or amounts due under this Agreement, Seller agrees that it will pay an early termination Purchaser a fee equal to 0.75% multiplied by the Maximum Amount set forth in Section 1.17 herein multiplied by the number of months remaining in the Term or any Renewal Term (the “Early Termination Fee”). 21.2 Notwithstanding Section 21.1, ) equal to (i) 2% of the Maximum Amount if Seller was referred to Purchaser by a bank or other institution and intends to refinance with such bank its obligations under this Agreement is terminated during the first 12 months of this Agreement, Seller may terminate and (ii) 1% of the Maximum Amount if this Agreement is terminated after the first 12 months and Seller provides a sixty (60) day termination notice to Purchaser prior to the end of the Term or any Renewal Term by providing Purchaser 60 days’ prior written notice and refinancing with referring bank or institution. If such notice is provided and Seller refinances with the referring bank or other institution, no Early Termination Fee pursuant to Section 21.1 shall be dueTerm. 21.3 If Seller refinances its obligations under this Agreement with the bank that referred Seller to Purchaser without providing notice as required under Section 21.2, Seller may sf-3754873 terminate this Agreement prior to the end of the Term or any Renewal Term by paying an early termination fee equal to 1.5% multiplied by the Maximum Amount set forth in Section 1.17. 21.4 22.2. Purchaser may terminate this Agreement at any time by giving Seller 30 thirty (30) days’ prior written notice of termination, whereupon this Agreement shall terminate on the earlier date of 30 thirty (30) days thereafter or the end of the then current Term or Renewal Term, upon which termination date Termination Date Seller shall fully repay to Purchaser all monies due and deliver to Purchaser the release as required under Section 22 belowObligations; provided provided, that, if such Termination Date occurs as a result of a termination of this Agreement by Purchaser for any reasonwithin ninety (90) days of the date on which the most recent Facility Fee was paid by or on behalf of Seller, the amount to be repaid by Seller pursuant to this Section 22.2 shall be reduced by the pro rata amount of such Facility Fee, in good faith, deems itself insecure with respect to of the prospect period from the Termination Date until the next anniversary of repayment or performance of any obligations hereunder, such 30 day period shall not applythe closing date.

Term and Termination Date. This Agreement will shall be effective when executed by all of the Parties, will shall continue in full force and effect for 1 year 12 months thereafter (the “"Term”"), and shall be further extended automatically annually (the “"Renewal Term”"), unless Seller provides written notice of its intention to terminate at least 60 days and not greater than 90 thirty (30) days prior to each anniversary datethe end of the respective Term or Renewal Term. Notwithstanding the preceding sentence, such termination shall not occur occur, and the Agreement shall continue as if no notice was given unless, on the termination dateTermination Date, Seller has fully repaid Purchaser all monies due, and delivered to Purchaser the release as required by Section 22 belowObligations. 21.1 23.1. If effective Seller provides notice by Seller of its intent to terminate under Section 21 above is not provided23 herein, then in addition to any other fees or amounts due under this Agreement, Seller agrees that it will pay Purchaser an early termination fee Early Termination Fee equal to 0.752.0% multiplied by of the Maximum Amount set forth in Section 1.17 herein multiplied by if this Agreement is terminated during the number initial Term and subject to a reduced Early Termination Fee equal to 1.0% of months remaining in the Term or any Renewal Maximum Amount if this Agreement is terminated after the initial Term (the “Early Termination Fee”). 21.2 Notwithstanding Section 21.1, if . If Seller was referred provides written notice of its intention to Purchaser by a bank or other institution and intends to refinance with such bank its obligations under this Agreement, Seller may terminate this Agreement at least thirty (30) days prior to the end of the Term or any Renewal Term by providing Purchaser 60 days’ prior written notice and refinancing with referring bank or institution. If such notice is provided and Seller refinances with respective Term, the referring bank or other institution, no Early Termination Fee pursuant to Section 21.1 shall will be duewaived. The Early Termination Fee will also be waived at any time should the Seller obtain traditional financing with a FDIC bank. 21.3 If Seller refinances its obligations under this Agreement with the bank that referred Seller to Purchaser without providing notice as required under Section 21.2, Seller may sf-3754873 terminate this Agreement prior to the end of the Term or any Renewal Term by paying an early termination fee equal to 1.5% multiplied by the Maximum Amount set forth in Section 1.17. 21.4 23.2. Purchaser may terminate this Agreement at any time by giving Seller 30 thirty (30) days’ ' prior written notice of termination, whereupon this Agreement shall terminate on the earlier date of 30 thirty (30) days thereafter or the end of the then current Term or Renewal Term, upon which termination date Termination Date Seller shall fully repay to Purchaser all monies due and deliver to Purchaser the release as required under Section 22 below; provided that, if Purchaser for any reason, in good faith, deems itself insecure with respect to the prospect of repayment or performance of any obligations hereunder, such 30 day period shall not applyObligations.

Term and Termination Date. This Agreement will be effective when executed by the Parties, will continue in full force and effect for 1 year thereafter (the “Term”), and shall be further extended automatically annually (the “Renewal Term”), unless Seller provides written notice of its intention to terminate at least 60 days and not greater than 90 days 30days prior to each anniversary date. Notwithstanding the preceding sentence, such termination shall not occur and the Agreement shall continue as if no notice was given unless, on or before the termination date, Seller has fully repaid Purchaser all monies due, and delivered to Purchaser the release as required by Section 22 22. below. 21.1 21.1. If effective notice by Seller under Section 21 21. above is not provided, then in addition to any other fees due under this Agreement, Seller agrees that it will pay an early termination fee equal to 0.75% multiplied by the Maximum Amount set forth in Section 1.17 1.19. herein multiplied by the number of months remaining in the Term or any Renewal Term (the “Early Termination Fee”). 21.2 21.2. Notwithstanding Section 21.1., if Seller was referred to Purchaser by a bank or other institution and intends to refinance with such a bank its obligations under this Agreement, Seller may terminate this Agreement prior to the end of the Term or any Renewal Term by providing Purchaser 60 30 days’ prior written notice and refinancing with referring bank or institutionthe bank. If such notice is provided and Seller refinances with the referring bank or other institutionbank, no Early Termination Fee pursuant to Section 21.1 21.1. shall be due. 21.3 21.3. If Seller refinances its obligations under this Agreement with the a bank that referred Seller to Purchaser without providing notice as required under Section 21.2., Seller may sf-3754873 terminate this Agreement prior to the end of the Term or any Renewal Term by paying an early termination fee equal to 1.50.5% multiplied by the Maximum Amount set forth in Section 1.171.19. 21.4 21.4. Purchaser may terminate this Agreement at any time by giving Seller 30 days’ prior written notice of termination, whereupon this Agreement shall terminate on the earlier date of 30 days thereafter or the end of the then current Term or Renewal Term, upon which termination date Seller shall fully repay to Purchaser all monies due and deliver to Purchaser the release as required under Section 22 22. below; provided that, if Purchaser for any reason, in good faith, deems itself insecure with respect to the prospect of repayment or performance of any obligations hereunder, such 30 day period shall not apply.

Term and Termination Date. This Agreement will shall be effective when executed by all of the Parties, will shall continue in full force and effect for 1 year twelve (12) months thereafter (the “Term”), and shall be further extended automatically annually (the “Renewal Term”), unless Seller provides written notice of its intention to terminate at least 60 days and not greater than 90 s i x t y ( 60) days prior to each anniversary datethe end of the respective Term or Renewal Term. Notwithstanding the preceding sentence, such termination shall not occur occur, and the Agreement shall continue as if no notice was given unless, on the termination dateTermination Date, Seller has fully repaid Purchaser all monies due, and delivered to Purchaser the release as required by Section 22 belowObligations. 21.1 23.1. If effective Seller provides notice by Seller of its intent to terminate under Section 21 above is not provided23 herein, then in addition to any other fees or amounts due under this Agreement, Seller agrees that it will pay Purchaser an early termination fee Early Termination Fee equal to 0.752.0% multiplied by of the Maximum Amount set forth in Section 1.17 herein multiplied by if this Agreement is terminated during the number first twelve (12) months of this Agreement and 1.0% of the Maximum Amount if this Agreement is terminated after the first twelve (12) months remaining in the Term or any Renewal Term (the “Early Termination Fee”). 21.2 Notwithstanding Section 21.1, if Seller was referred to Purchaser by a bank or other institution and intends to refinance with such bank its obligations under this Agreement, Seller may terminate this Agreement prior to the end of the Term or any Renewal Term by providing Purchaser 60 days’ prior written notice and refinancing with referring bank or institution. If such notice is provided and Seller refinances with the referring bank or other institution, no The Early Termination Fee pursuant to Section 21.1 shall will be duewaived should the Seller obtain traditional financing with a FDIC bank. 21.3 If Seller refinances its obligations under this Agreement with the bank that referred Seller to Purchaser without providing notice as required under Section 21.2, Seller may sf-3754873 terminate this Agreement prior to the end of the Term or any Renewal Term by paying an early termination fee equal to 1.5% multiplied by the Maximum Amount set forth in Section 1.17. 21.4 23.2. Purchaser may terminate this Agreement at any time by giving Seller 30 thirty (30) days’ ' prior written notice of termination, whereupon this Agreement shall terminate on the earlier date of 30 thirty ( 30) days thereafter or the end of the then current Term or Renewal Term, upon which termination date Termination Date Seller shall fully repay to Purchaser all monies due and deliver to Purchaser the release as required under Section 22 below; provided that, if Purchaser for any reason, in good faith, deems itself insecure with respect to the prospect of repayment or performance of any obligations hereunder, such 30 day period shall not applyObligations.

Term and Termination Date. This Agreement will shall be effective when executed by all of the Parties, will shall continue in full force and effect for 1 year twelve (12) months thereafter (the “"Term”"), and shall be further extended automatically annually (the “"Renewal Term”"), unless Seller provides written notice of its intention to terminate at least 60 days and not greater than 90 sixty (60) days prior to each anniversary datethe end of the respective Term or Renewal Term. Notwithstanding the preceding sentence, such termination shall not occur occur, and the Agreement shall continue as if no notice was given unless, on the termination dateTermination Date, Seller has fully repaid Purchaser all monies dueObligations (other than Obligations under Sections 19, 27 and delivered to Purchaser 36 hereof which survive the release as required by Section 22 belowpayment in full of the other Obligations indefinitely). 21.1 23.1. If effective Seller provides notice by Seller of its intent to terminate under Section 21 above is not provided23 herein, then in addition to any other fees or amounts due under this Agreement, Seller agrees that it will pay Purchaser an early termination fee Early Termination Fee equal to 0.752.0% multiplied by of the Maximum Amount set forth in Section 1.17 herein multiplied by if this Agreement is terminated during the number first twelve (12) months of this Agreement but before the last day of the Term, and 1.0% of the Maximum Amount if this Agreement is terminated during the second twelve months remaining in but before the Term or any last day of the then-current Renewal Term (the “Early Termination Fee”). 21.2 Notwithstanding Section 21.1, if Seller was referred to Purchaser by a bank or other institution and intends to refinance with such bank its obligations under this Agreement, Seller may terminate this Agreement prior to the end of the Term or any Renewal Term by providing Purchaser 60 days’ prior written notice and refinancing with referring bank or institution. If such notice is provided and Seller refinances with the referring bank or other institution, no The Early Termination Fee pursuant to Section 21.1 shall will be duewaived should the Seller obtain traditional or asset-based financing with a FDIC bank or its affiliate. 21.3 If Seller refinances its obligations under this Agreement with the bank that referred Seller to Purchaser without providing notice as required under Section 21.2, Seller may sf-3754873 terminate this Agreement prior to the end of the Term or any Renewal Term by paying an early termination fee equal to 1.5% multiplied by the Maximum Amount set forth in Section 1.17. 21.4 23.2. Purchaser may terminate this Agreement at any time by giving Seller 30 thirty (30) days’ ' prior written notice of termination, whereupon this Agreement shall terminate on the earlier date of 30 thirty (30) days thereafter or the end of the then current Term or Renewal Term, upon which termination date Termination Date Seller shall fully repay to Purchaser all monies due Obligations (other than Obligations under Sections 19, 27 and deliver to Purchaser 36 hereof which survive the release as required under Section 22 below; provided that, if Purchaser for any reason, payment in good faith, deems itself insecure with respect to full of the prospect of repayment or performance of any obligations hereunder, such 30 day period shall not applyother Obligations indefinitely).

Term and Termination Date. This Agreement will shall be effective when executed by all of the Parties, will shall continue in full force and effect for 1 year 24 months thereafter execution of the Second Amendment (the “"Term”"), and shall be further extended automatically annually (the “"Renewal Term”"), unless Seller provides written notice of its intention to terminate at least 60 days and not greater than 90 days prior the end of the respective Term or Renewal Term. 22.1 If Seller provides notice of its intent to each anniversary date. Notwithstanding the preceding sentence, such termination shall not occur and the Agreement shall continue as if no notice was given unless, on the termination date, Seller has fully repaid Purchaser all monies due, and delivered to Purchaser the release as required by terminate under Section 22 below. 21.1 If effective notice by hereof during the Term and Seller under Section 21 above is not providedintends to finance or refinance the Obligations with an entity that engages primarily in factoring, then in addition to any other fees or amounts due under this Agreement, Seller agrees that it will pay an early termination Purchaser a fee equal to 0.75% multiplied by the Maximum Amount set forth in Section 1.17 herein multiplied by the number of months remaining in the Term or any Renewal Term (the “Early Termination Fee”). 21.2 Notwithstanding Section 21.1, ) equal to (i) 2% of the Maximum Amount if Seller was referred to Purchaser by a bank or other institution and intends to refinance with such bank its obligations under this Agreement is terminated during the first 12 months of this Agreement, Seller may terminate and (ii) 1% of the Maximum Amount if this Agreement is terminated after the first 12 months and Seller provides a sixty (60) day termination notice to the Purchaser prior to the end of the Term or any Renewal Term by providing Purchaser 60 days’ prior written notice and refinancing with referring bank or institution. If such notice is provided and Seller refinances with the referring bank or other institution, no Early Termination Fee pursuant to Section 21.1 shall be dueterm. 21.3 If Seller refinances its obligations under this Agreement with the bank that referred Seller to Purchaser without providing notice as required under Section 21.2, Seller may sf-3754873 terminate this Agreement prior to the end of the Term or any Renewal Term by paying an early termination fee equal to 1.5% multiplied by the Maximum Amount set forth in Section 1.17. 21.4 22.2 Purchaser may terminate this Agreement at any time by giving Seller 30 thirty (30) days’ ' prior written notice of termination, whereupon this Agreement shall terminate on the earlier date of 30 thirty (30) days thereafter or the end of the then current Term or Renewal Term, upon which termination date Termination Date Seller shall fully repay to Purchaser all monies due and deliver to Purchaser the release as required under Section 22 belowObligations; provided provided, that, if such Termination Date occurs as a result of a termination of this Agreement by Purchaser for any reasonwithin ninety (90) days of the date on which the most recent Facility Fee was paid by or on behalf of Seller, the amount to be repaid by Seller pursuant to this Section 2.22 shall be reduced by the pro rata amount of such Facility Fee, in good faithrespect of the period from the Termination Date until the next anniversary of the Second Amendment Date. 4. Except as provided in this Amendment, deems itself insecure the Agreement shall remain in full force and effect. In the event of a conflict between the terms and provisions of this Amendment and the terms and provisions of the Agreement, the terms of this Amendment shall govern. 5. This Amendment may be signed in any number of counterparts, each of which shall be an original, with respect the same effect as if all signatures were upon the same instrument. Delivery of an executed counterpart of the signature page to this Amendment by facsimile or other electronic means shall be effective as delivery of a manually executed counterpart of this Amendment, and any Party delivering such an executed counterpart of the signature page to this Amendment by such means to any other Party shall thereafter also promptly deliver a manually executed counterpart of this Amendment to such other Party, provided that the failure to deliver such manually executed counterpart shall not affect the validity, enforceability, or binding effect of this Amendment. 6. This Amendment and all agreements relating to the prospect subject matter hereof are the product of repayment negotiation and preparation by and among each party and its respective attorneys and shall be construed accordingly. 7. Any individual who is signing this Amendment in a representative capacity warrants that he or performance she does so with full authority and only after having received all necessary approvals to sign on behalf of any obligations hereunder, such 30 day period shall not applyhis or her principal.