Common use of Sale and Assignment of Existing Loans Clause in Contracts

Sale and Assignment of Existing Loans. (a) Each of the Current Lenders party hereto that is selling Existing Loans pursuant to this Section 2.20 (each, a "Selling Lender," and collectively, the "Selling Lenders") hereby represents and warrants to (i) each of the Lenders party hereto that is not a Current Lender, and (ii) each other Current Lender party hereto that is purchasing Existing Loans pursuant to this Section 2.20 (the Lenders described under (i) and (ii), each, a "Purchasing Lender," and collectively, the "Purchasing Lenders"), that it is the legal and beneficial owner of the interest in the Existing Loans being assigned by it hereunder and that such interest is free and clear of any adverse claim. In order to give effect to the assignment to the Purchasing Lenders of their respective pro rata shares of the Existing Loans to be concurrently converted to Term Loans and Revolving Loan hereunder, as the case may be, as of the Closing Date, all as contemplated hereunder, each Selling Lender shall and does hereby sell and assign to each Purchasing Lender, without recourse, representation or warranty (except as set forth in the first sentence of this subsection (a)), and each Purchasing Lender shall and does hereby purchase and assume from each Selling Lender, a portion of all of the rights and obligations of each Selling Lender with respect to such Existing Loans converted to Term Loans or Revolving Loans hereunder, as the case may be, as of the Closing Date and to each of the Credit Documents (the "Assigned Rights") such that after giving effect to such sale and assignment, the Lenders shall own the Existing Loans converted to Term Loans and Revolving Loans hereunder in proportion to their respective Term Loan Commitments and Revolving Credit Commitments, as the case may be. Upon payment by the Purchasing Lenders to the Selling Lenders of the amounts calculated by the Administrative Agent pursuant to subsection (b) below, each Lender shall be entitled to its respective pro rata share of (y) all interest on and any fees in respect of the Loans and Commitments which accrue on and after the Closing Date and (z) all payments of principal made on the Loans attributable to such Lender that occur after the Closing Date.

Sale and Assignment of Existing Loans. (a) Each of the Current original Lenders party hereto that is selling Loans in existence immediately prior to the date hereof ("Existing Loans Loans") pursuant to this Section 2.20 2.18 (each, a "Selling Lender," and collectively, the "Selling Lenders") hereby represents and warrants to (i) each of the Lenders party hereto that is not a Current an original Lender, and (ii) each other Current original Lender party hereto that is purchasing Existing Loans pursuant to this Section 2.20 2.18 (the Lenders described under (i) and (ii), each, a "Purchasing Lender," and collectively, the "Purchasing Lenders"), that it is the legal and beneficial owner of the interest in the Existing Loans being assigned by it hereunder and that such interest is free and clear of any adverse claim. In order to give effect to the assignment to the Purchasing Lenders of their respective pro rata shares of the Existing Loans to be concurrently converted to Term Loans and Revolving Loan hereunder, as the case may be, hereunder as of the Closing Amendment Effective Date, all as contemplated hereunder, each Selling Lender shall and does hereby sell and assign to each Purchasing Lender, without recourse, representation or warranty (except as set forth in the first sentence of this subsection (a)), and each Purchasing Lender shall and does hereby purchase and assume from each Selling Lender, a portion of all of the rights and obligations of each Selling Lender with respect to such Existing Loans converted to Term Loans or Revolving Loans hereunder, as the case may be, hereunder as of the Closing Amendment Effective Date and to each of the Credit Documents Loan Documents, in each case in the amounts set forth in Annex A hereto (the "Assigned Rights") ), ------- such that after giving effect to such sale and assignment, the Lenders shall own the Existing Loans converted to Term Loans and Revolving Loans hereunder in proportion to their respective Term Loan Commitments and Revolving Credit Commitments, as the case may be. Upon payment by the Purchasing Lenders to the Selling Lenders of the amounts calculated by the Administrative Agent pursuant to subsection (b) below, each Lender shall be entitled to its respective pro rata share of (y) all interest on and any fees in respect of the Loans and Commitments which accrue on and after the Closing Date and (z) all payments of principal made on the Loans attributable to such Lender that occur after the Closing Date.

Sale and Assignment of Existing Loans. (a) Each of the Current Original Lenders party hereto that is selling Existing Loans pursuant to this Section 2.20 SECTION 2.21 (each, a "Selling Lender," and collectively, the "Selling Lenders") hereby represents and warrants to (i) each of the Lenders party hereto that is not a Current an Original Lender, and (ii) each other Current Original Lender party hereto that is purchasing Existing Loans pursuant to this Section 2.20 SECTION 2.21 (the Lenders described under (i) and (ii), each, a "Purchasing Lender," and collectively, the "Purchasing Lenders"), that it is the legal and beneficial owner of the interest in the Existing Loans being assigned by it hereunder and that such interest is free and clear of any adverse claim. In order to give effect to the assignment to the Purchasing Lenders of their respective pro rata shares Pro Rata Shares of the Existing Loans to be concurrently converted to Term Revolver A Loans and Revolving Loan hereunder, as the case may be, hereunder as of the Closing Date, all as contemplated hereunder, each Selling Lender shall and does hereby sell and assign to each Purchasing Lender, without recourse, representation or warranty (except as set forth in the first sentence of this subsection (a)), and each Purchasing Lender shall and does hereby purchase and assume from each Selling Lender, a portion of all of the rights and obligations of each Selling Lender with respect to such Existing Loans converted to Term Revolver A Loans or Revolving Loans hereunder, as the case may be, hereunder as of the Closing Date and to each of the Credit Documents Loan Documents, in each case in the amounts (as determined by the Administrative Agent and reasonably approved by the Lenders) set forth in ANNEX 1 which shall be attached hereto as of the Closing Date (the "Assigned Rights") ), such that after giving effect to such sale and assignment, the Lenders shall own the Existing Loans converted to Term Loans and Revolving Revolver A Loans hereunder in proportion to their respective Term Loan Commitments and Revolving Credit Revolver A Commitments, as the case may be. Upon payment by the Purchasing Lenders to the Selling Lenders of the amounts calculated by the Administrative Agent pursuant to subsection (b) below, each Lender shall be entitled to its respective pro rata share Pro Rata Share of (y) all interest on and any fees in respect of the Revolver A Loans and Revolver A Commitments which accrue on and after the Closing Date and (z) all payments of principal made on the Revolver A Loans attributable to such Lender that occur after the Closing Date.

Sale and Assignment of Existing Loans. (a) Each of the Current Lenders party hereto that is selling Existing Loans pursuant to this Section 2.20 (each, a "Selling Lender," and collectively, the "Selling Lenders") hereby represents and warrants to (i) each of the Lenders party hereto that is not a Current Lender, and (ii) each other Current Lender party hereto that is purchasing Existing Loans pursuant to this Section 2.20 (the Lenders described under (i) and (ii), each, a "Purchasing Lender," and collectively, the "Purchasing Lenders"), ) that it is the legal and beneficial owner of the interest in the Existing Loans being assigned by it hereunder and that such interest is free and clear of any adverse claim. In order to give effect to the assignment to the Purchasing Lenders of their respective pro rata shares of the Existing Loans to be concurrently converted to Term Loans and Revolving Loan hereunder, as the case may be, as of the Closing Date, all as contemplated hereunder, each Each Selling Lender shall and does hereby sell and assign to each Purchasing Lender, without recourse, representation or warranty (except as set forth in the first sentence of this subsection (a)), and each Purchasing Lender shall and does hereby purchase and assume from each Selling Lender, effective on the Restatement Effective Date and concurrently with the conversion of the Existing Loans into Loans as more completely set forth in SECTION 2.1(b), a portion of all of the rights and obligations of each Selling Lender with respect to such Selling Lender's Existing Loans converted to Term Loans or Revolving Loans hereunder, as the case may be, as of the Closing Date Restatement Effective Date, the Credit Agreement and to each of the other Credit Documents Documents, in each case in the amounts set forth in Annex I hereto (collectively, the "Assigned Rights") ), such that after giving effect to such sale and assignment, the Lenders shall own that portion of the Loans representing the converted Existing Loans converted to Term Loans and Revolving Loans hereunder in proportion to their respective Term Loan Commitments and Revolving Credit Commitments, as the case may bedetermined immediately after giving effect to this Agreement. Upon payment by the Purchasing Lenders to the Selling Lenders of the amounts calculated by the Administrative Agent pursuant to subsection (b) below, each Lender shall be entitled to its respective pro rata share of (y) all interest on and any fees in respect of the Loans and Commitments which accrue payable on and after the Closing Restatement Effective Date and (z) all payments of principal made on the Loans attributable to such Lender that occur after the Closing Restatement Effective Date.

Sale and Assignment of Existing Loans. (a) Each of the Current original Lenders party hereto that is selling Loans in existence immediately prior to the date hereof ("Existing Loans Loans") pursuant to this Section 2.20 2.18 (each, a "Selling Lender," and collectively, the "Selling Lenders") hereby represents and warrants to (i) each of the Lenders party hereto that is not a Current an original Lender, and (ii) each other Current Lender original lender party hereto that is purchasing Existing Loans pursuant to this Section 2.20 2.18 (the Lenders described under (i) and (ii), each, a "Purchasing Lender," and collectively, the "Purchasing Lenders"), that it is the legal and beneficial owner of the interest in the Existing Loans being assigned by it hereunder and that such interest is free and clear of any adverse claim. In order to give effect to the assignment to the Purchasing Lenders of their respective pro rata shares of the Existing Loans to be concurrently converted to Term Loans and Revolving Loan hereunder, as the case may be, hereunder as of the Closing Date, all as contemplated hereunder, each Selling Lender lender shall and does hereby sell and assign to each Purchasing Lender, without recourse, representation or warranty (except as set forth in the first sentence of this subsection (a)), and each Purchasing Lender shall and does hereby purchase and assume from each Selling Lenderlender, a portion of all of the rights and obligations of each Selling Lender with respect to such Existing Loans converted to Term Loans or Revolving Loans hereunder, as the case may be, hereunder as of the Closing Date and to each of the Credit Documents Loan Documents, in each case in the amounts set forth in Annex A hereto (the "Assigned Rights") ), ------- such that after giving effect to such sale and assignment, the Lenders shall own the Existing Loans converted to Term Loans and Revolving Loans hereunder in proportion to their respective Term Loan Commitments and Revolving Credit Commitments, as the case may be. Upon payment by the Purchasing Lenders to the Selling Lenders of the amounts calculated by the Administrative Agent pursuant to subsection (b) below, each Lender shall be entitled to its respective pro rata share of (y) all interest on and any fees in respect of the Loans and Commitments which accrue on and after the Closing Date and (z) all payments of principal made on the Loans attributable to such Lender that occur after the Closing Date.

Sale and Assignment of Existing Loans. (a) Each of the Current Original Lenders party hereto that is selling Existing Loans pursuant to this Section 2.20 SECTION 2.17 (each, a "Selling Lender," and collectively, the "Selling Lenders") hereby represents and warrants to (i) each of the Lenders party hereto that is not a Current an Original Lender, and (ii) each other Current Original Lender party hereto that is purchasing Existing Loans pursuant to this Section 2.20 SECTION 2.17 (the Lenders described under (i) and (ii), each, a "Purchasing Lender," and collectively, the "Purchasing Lenders"), that it is the legal and beneficial owner of the interest in the Existing Loans being assigned by it hereunder and that such interest is free and clear of any adverse claim. In order to give effect to the assignment to the Purchasing Lenders of their respective pro rata shares Pro Rata Shares of the Existing Loans to be concurrently converted to Term Revolving Credit Loans and Revolving Loan hereunder, as the case may be, hereunder as of the Closing Amendment Effective Date, all as contemplated hereunder, each Selling Lender shall and does hereby sell and assign to each Purchasing Lender, without recourse, representation or warranty (except as set forth in the first sentence of this subsection (a)), and each Purchasing Lender shall and does hereby purchase and assume from each Selling Lender, a portion of all of the rights and obligations of each Selling Lender with respect to such Existing Loans converted to Term Revolving Credit Loans or Revolving Loans hereunder, as the case may be, hereunder as of the Closing Amendment Effective Date and to each of the Credit Documents Loan Documents, in each case in the amounts set forth in Annex 1 hereto (the "Assigned Rights") ), such that after giving effect to such sale and assignment, the Lenders shall own the Existing Loans converted to Term Loans and Revolving Credit Loans hereunder in proportion to their respective Term Loan Commitments and Revolving Credit Commitments, as the case may be. Upon payment by the Purchasing Lenders to the Selling Lenders of the amounts calculated by the Administrative Agent pursuant to subsection (b) below, each Lender shall be entitled to its respective pro rata share Pro Rata Share of (y) all interest on and any fees in respect of the Revolving Credit Loans and Revolving Credit Commitments which accrue on and after the Closing Amendment Effective Date and (z) all payments of principal made on the Revolving Credit Loans attributable to such Lender that occur after the Closing Amendment Effective Date.

Sale and Assignment of Existing Loans. (a) Each of the Current Original Lenders party hereto that is selling Existing Loans pursuant to this Section 2.20 2.18 (each, a "Selling Lender," and collectively, the "Selling Lenders") hereby represents and warrants to (i) each of the Lenders party hereto that is not a Current an Original Lender, and (ii) each other Current Original Lender party hereto that is purchasing Existing Loans pursuant to this Section 2.20 2.18 (the Lenders described under (i) and (ii), each, a "Purchasing Lender," and collectively, the "Purchasing Lenders"), that it is the legal and beneficial owner of the interest in the Existing Loans being assigned by it hereunder and that such interest is free and clear of any adverse claim. In order to give effect to the assignment to the Purchasing Lenders of their respective pro rata shares Pro Rata Shares of the Existing Loans to be concurrently converted to Term Loans and Revolving Loan hereunder, as the case may be, hereunder as of the Closing Amendment Effective Date, all as contemplated hereunder, each Selling Lender shall and does hereby sell and assign to each Purchasing Lender, without recourse, representation or warranty (except as set forth in the first sentence of this subsection (a)), and each Purchasing Lender shall and does hereby purchase and assume from each Selling Lender, a portion of all of the rights and obligations of each Selling Lender with respect to such Existing Loans converted to Term Loans or Revolving Loans hereunder, as the case may be, hereunder as of the Closing Amendment Effective Date and to each of the Credit Documents Loan Documents, in each case in the amounts set forth in Annex 2 hereto (the "Assigned Rights") ), such that after giving effect to such sale and assignment, the Lenders shall own the Existing Loans converted to Term Loans and Revolving Loans hereunder in proportion to their respective Term Loan Commitments and Revolving Credit Commitments, as the case may be. Upon payment by the Purchasing Lenders to the Selling Lenders of the amounts calculated by the Administrative Agent pursuant to subsection (b) below, each Lender shall be entitled to its respective pro rata share Pro Rata Share of (y) all interest on and any fees in respect of the Loans and Commitments which accrue payable on and after the Closing Amendment Effective Date and (z) all payments of principal made on the Loans attributable to such Lender that occur after the Closing Amendment Effective Date.