Common use of Purchase and Sale of Syndication Interest Clause in Contracts

Purchase and Sale of Syndication Interest. 1.1. Purchaser hereby purchases from Transferor and Transferor hereby sells to Purchaser, pursuant to the terms and conditions contained herein and in Article 16 of the Credit Agreement, a Term Loan Interest equal to the Tranche A Commitment and Tranche B Commitment as set forth in Exhibit A hereto (“Purchaser’s Commitment Amount”) and a proportionate undivided interest in the Loan Documents (other than the Notes payable to the other Syndication Parties), and all applicable amounts owing and all applicable payments made by Borrower thereunder (excluding Borrower’s obligation to purchase Bank Equity Interests, and patronage dividends and patronage shares paid or payable on account of such Bank Equity Interests). 1.2. Purchaser’s obligation as set forth in Section 1.1 above to purchase the Purchaser’s Commitment Amount shall, subject to the terms and conditions hereof and of Article 16 of the Credit Agreement, be continuing, unconditional, and irrevocable. Purchaser’s acquisition of Purchaser’s Commitment Amount shall be without recourse to Transferor and shall not be construed as a loan from Purchaser to Transferor. 1.3. Purchaser agrees to remit to Transferor on the Effective Date, the Purchaser’s Syndication Share of the amount outstanding under the Tranche A Loan and Tranche B Loan. Transferor and Purchaser agree to make settlement among themselves, without involvement of the Agent, with respect to any interest accrued and outstanding on such as of the Effective Date. 1.4. Purchaser agrees to, as of the Effective Date, and at all times thereafter, comply with all of the obligations of a Syndication Party under the Credit Agreement. 1.5. Transferor agrees to pay, or cause Purchasers to pay, to Agent on the Effective Date (a) a fee in the amount of $3,500 for processing Purchaser’s acquisition of the Purchaser’s Commitment Amount, and (b) Agent’s out of pocket fees and expense incurred in connection with the transaction described herein, including its attorney’s fees.

Purchase and Sale of Syndication Interest. 1.1. Purchaser hereby purchases from Transferor and Transferor hereby sells to Purchaser, pursuant to the terms and conditions contained herein and in Article 16 13 of the Credit Agreement, a Term Loan Syndication Interest equal to the Tranche A Commitment and Tranche B Individual Commitment as set forth in Exhibit A hereto (“Purchaser’s Loan Commitment Amount”) and a portion of the amount outstanding under the Term Facility as of the Effective Date determined by application of the Loan Percentage as set forth in Exhibit A hereto (“Purchaser’s Outstanding Loan Obligations Amount”), and a proportionate undivided interest in the Loan Documents (other than the Notes payable to the other Syndication Parties), and all applicable amounts owing and all applicable payments made by Borrower thereunder (excluding Borrower’s obligation to purchase Bank Equity Interests, and patronage dividends and patronage shares paid or payable on account of such Bank Equity Interests). Purchaser’s Outstanding Loan Obligations Amount shall be allocated except as provided pursuant to clause (a), proportionately in all of the Loans, as applicable, outstanding on the Effective Date. 1.2. Purchaser’s obligation as set forth in Section 1.1 above to purchase the Purchaser’s Loan Commitment Amount (individually or collectively “Purchaser’s Commitment Amount”) shall, subject to the terms and conditions hereof and of Article 16 13 of the Credit Agreement, be continuing, unconditional, and irrevocable. Purchaser’s acquisition of Purchaser’s Commitment Amount shall be without recourse to Transferor and shall not be construed as a loan from Purchaser to Transferor. The term Purchaser’s Outstanding Loan Obligations Amount may be hereinafter referred to as the “Purchaser’s Outstanding Obligations Amount” and, collectively with Purchaser’s Commitment Amount as “Purchaser’s Syndication Interest”. 1.3. Purchaser agrees to remit to Transferor on the Effective Date, the Purchaser’s Syndication Share of the amount outstanding under the Tranche A Loan and Tranche B LoanOutstanding Obligations Amount. Transferor and Purchaser agree to make settlement among themselves, without involvement of the Administrative Agent, with respect to any interest accrued and outstanding on such the Purchaser’s Outstanding Obligations Amount as of the Effective Date. 1.4. Purchaser agrees to, as of the Effective Date, and at all times thereafter, comply with all of the obligations of a Syndication Party under holding an Individual Commitment as such obligations are set forth in the Credit Agreement. 1.5. Transferor agrees to pay, or cause Purchasers Purchaser to pay, to the Administrative Agent on the Effective Date Date: (a) if applicable, a fee in the amount of $3,500 3,500.00 for processing Purchaser’s acquisition of the Purchaser’s Commitment Amount, and (b) the Administrative Agent’s out of pocket fees and expense expenses incurred in connection with the transaction described herein, including its attorney’s fees.

Purchase and Sale of Syndication Interest. 1.1. Purchaser hereby purchases from Transferor and Transferor hereby sells to Purchaser, pursuant to the terms and conditions contained herein and in Article 16 15 of the Credit Agreement, a Term Loan Syndication Interest equal to the Tranche A Commitment and Tranche B Individual 3-Year Commitment as set forth in Exhibit A hereto (“Purchaser’s 3-Year Loan Commitment Amount”) and a portion of the amount outstanding under the 3-Year Facility as of the Effective Date determined by application of the 3-Year Loan Percentage as set forth in Exhibit A hereto (“Purchaser’s Outstanding 3-Year Loan Obligations Amount”), and a proportionate undivided interest in the Loan Documents (other than the Notes payable to the other Syndication Parties), and all applicable amounts owing and all applicable payments made by Borrower thereunder (excluding Borrower’s obligation to purchase Bank Equity Interests, and patronage dividends and patronage shares paid or payable on account of such Bank Equity Interests). Purchaser’s Outstanding 3-Year Loan Obligations Amount shall be allocated (a) to Bid Loans only if, and to the extent, expressly provided in Exhibit A hereto; and (b) except as provided pursuant to clause (a), proportionately in all of the 3-Year Advances, as applicable, outstanding on the Effective Date. 1.2. Purchaser’s obligation as set forth in Section 1.1 above to purchase the Purchaser’s 3-Year Loan Commitment Amount (individually or collectively “Purchaser’s Commitment Amount”) shall, subject to the terms and conditions hereof and of Article 16 15 of the Credit Agreement, be continuing, unconditional, and irrevocable. Purchaser’s acquisition of Purchaser’s Commitment Amount shall be without recourse to Transferor and shall not be construed as a loan from Purchaser to Transferor. The term Purchaser’s Outstanding 3-Year Loan Obligations Amount may be hereinafter referred to as the “Purchaser’s Outstanding Obligations Amount” and, collectively with Purchaser’s Commitment Amount as “Purchaser’s Syndication Interest”. 1.3. Purchaser agrees to remit to Transferor on the Effective Date, the Purchaser’s Syndication Share of the amount outstanding under the Tranche A Loan and Tranche B LoanOutstanding Obligations Amount. Transferor and Purchaser agree to make settlement among themselves, without involvement of the Administrative Agent, with respect to any interest accrued and outstanding on such the Purchaser’s Outstanding Obligations Amount as of the Effective Date. 1.4. Purchaser agrees to, as of the Effective Date, and at all times thereafter, comply with all of the obligations of a Syndication Party under holding an Individual 3-Year Commitment as such obligations are set forth in the Credit Agreement. 1.5. Transferor agrees to pay, or cause Purchasers Purchaser to pay, to the Administrative Agent on the Effective Date Date: (a) if applicable, a fee in the amount of $3,500 3,500.00 for processing Purchaser’s acquisition of the Purchaser’s Commitment Amount, and (b) the Administrative Agent’s out of pocket fees and expense expenses incurred in connection with the transaction described herein, including its attorney’s fees.

Purchase and Sale of Syndication Interest. 1.1. Purchaser hereby purchases from Transferor and Transferor hereby sells to Purchaser, pursuant to the terms and conditions contained herein and in Article 16 15 of the Credit Agreement, a Term Loan Syndication Interest equal to the Tranche A Commitment and Tranche B Individual 5-Year Commitment as set forth in Exhibit A hereto (“Purchaser’s 5-Year Loan Commitment Amount”) and a portion of the amount outstanding under the 5-Year Facility as of the Effective Date determined by application of the 5-Year Loan Percentage as set forth in Exhibit A hereto (“Purchaser’s Outstanding 5- Year Loan Obligations Amount”), and a proportionate undivided interest in the Loan Documents (other than the Notes payable to the other Syndication Parties), and all applicable amounts owing and all applicable payments made by Borrower thereunder (excluding Borrower’s obligation to purchase Bank Equity Interests, and patronage dividends and patronage shares paid or payable on account of such Bank Equity Interests). Purchaser’s Outstanding 5-Year Loan Obligations Amount shall be allocated (a) to Bid Loans only if, and to the extent, expressly provided in Exhibit A hereto; and (b) except as provided pursuant to clause (a), proportionately in all of the 5-Year Advances, as applicable, outstanding on the Effective Date. 1.2. Purchaser’s obligation as set forth in Section 1.1 above to purchase the Purchaser’s 5-Year Loan Commitment Amount (individually or collectively “Purchaser’s Commitment Amount”) shall, subject to the terms and conditions hereof and of Article 16 15 of the Credit Agreement, be continuing, unconditional, and irrevocable. Purchaser’s acquisition of Purchaser’s Commitment Amount shall be without recourse to Transferor and shall not be construed as a loan from Purchaser to Transferor. The term Purchaser’s Outstanding 5-Year Loan Obligations Amount may be hereinafter referred to as the “Purchaser’s Outstanding Obligations Amount” and, collectively with Purchaser’s Commitment Amount as “Purchaser’s Syndication Interest”. 1.3. Purchaser agrees to remit to Transferor on the Effective Date, the Purchaser’s Syndication Share of the amount outstanding under the Tranche A Loan and Tranche B LoanOutstanding Obligations Amount. Transferor and Purchaser agree to make settlement among themselves, without involvement of the Administrative Agent, with respect to any interest accrued and outstanding on such the Purchaser’s Outstanding Obligations Amount as of the Effective Date. 1.4. Purchaser agrees to, as of the Effective Date, and at all times thereafter, comply with all of the obligations of a Syndication Party under holding an Individual 5-Year Commitment as such obligations are set forth in the Credit Agreement. 1.5. Transferor agrees to pay, or cause Purchasers Purchaser to pay, to the Administrative Agent on the Effective Date Date: (a) if applicable, a fee in the amount of $3,500 3,500.00 for processing Purchaser’s acquisition of the Purchaser’s Commitment Amount, and (b) the Administrative Agent’s out of pocket fees and expense expenses incurred in connection with the transaction described herein, including its attorney’s fees.