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

Sale and Assignment of Existing Loans. (a) Each of the Lenders that is selling Existing Loans pursuant to this Section (each, a "Selling Lender," and collectively, the "Selling Lenders") hereby represents and warrants to each other Lender that is purchasing Existing Loans pursuant to this Section (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. 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 as of the Restatement Effective Date, the Credit Agreement and each of the other Credit 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 in proportion to their respective Commitments, determined 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 payable on and after the Restatement Effective Date and (z) all payments of principal made on the Loans attributable to such Lender that occur after the Restatement Effective Date. (b) Pursuant to the sale and assignment of the Assigned Rights to the Purchasing Lenders under this Section, each Selling Lender is entitled to receive on the Restatement Effective Date a payment from each Purchasing Lender in an amount equal to the portion of such Selling Lender's Existing Loans representing the Assigned Rights ratably purchased by each Purchasing Lender. In order to facilitate and give effect to the sale and assignment of the Assigned Rights, each of the Selling Lenders and Purchasing Lenders agrees that (i) the Administrative Agent shall calculate the amount owing to the Selling Lenders and to be paid or funded by the Purchasing Lenders, (ii) each of the Purchasing Lenders shall pay or fund, as the case may be, to the Administrative Agent the amount specified by the Administrative Agent in writing to such Purchasing Lender, and (iii) the Administrative Agent shall, to the extent such payments or fundings are actually made, apply such amounts ratably to pay the amount owned to the Selling Lenders, all as set forth more completely in Annex I hereto. Each sale and assignment under this Section shall be further subject to the provisions of SECTION 11.7 (except that the provisions of clauses (iii) and (iv) of SECTION 11.7(a) shall not apply).

Sale and Assignment of Existing Loans. (a) Each of the original Lenders party hereto that is selling Loans in existence immediately prior to the date hereof ("Existing Loans Loans") pursuant to this Section 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 an original Lender, and (ii) each other Lender original lender party hereto that is purchasing Existing Loans pursuant to this Section 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. Each 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 Loans 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 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)lender, a portion of all of the rights and obligations of each Selling Lender with respect to such Selling Lender's Existing Loans converted to Loans hereunder as of the Restatement Effective Date, the Credit Agreement Closing Date and each of the other Credit Loan Documents, in each case in the amounts set forth in Annex I A 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 Loans hereunder in proportion to their respective Commitments, determined 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 payable on and after the Restatement Effective Date and (z) all payments of principal made on the Loans attributable to such Lender that occur after the Restatement Effective Date. (b) Pursuant to the sale and assignment of the Assigned Rights to the Purchasing Lenders under this Section, each Selling Lender is entitled to receive on the Restatement Effective Date a payment from each Purchasing Lender in an amount equal to the portion of such Selling Lender's Existing Loans representing the Assigned Rights ratably purchased by each Purchasing Lender. In order to facilitate and give effect to the sale and assignment of the Assigned Rights, each of the Selling Lenders and Purchasing Lenders agrees that (i) the Administrative Agent shall calculate the amount owing to the Selling Lenders and to be paid or funded by the Purchasing Lenders, (ii) each of the Purchasing Lenders shall pay or fund, as the case may be, to the Administrative Agent the amount specified by the Administrative Agent in writing to such Purchasing Lender, and (iii) the Administrative Agent shall, to the extent such payments or fundings are actually made, apply such amounts ratably to pay the amount owned to the Selling Lenders, all as set forth more completely in Annex I hereto. Each sale and assignment under this Section shall be further subject to the provisions of SECTION 11.7 (except that the provisions of clauses (iii) and (iv) of SECTION 11.7(a) shall not apply).

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. Each 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, 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 Restatement Effective Date, the Credit Agreement Closing Date and to each of the other Credit Documents, in each case in the amounts set forth in Annex I hereto Documents (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, determined immediately after giving effect to this Agreementas 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 payable which accrue on and after the Restatement Effective Closing Date and (z) all payments of principal made on the Loans attributable to such Lender that occur after the Restatement Effective Closing Date. (b) Pursuant to the sale and assignment of the Assigned Rights to the Purchasing Lenders under this SectionSection 2.20, each Selling Lender is entitled to receive on the Restatement Effective Date a payment from each Purchasing Lender in an amount equal to the portion of such Selling Lender's Existing Loans representing the Assigned Rights ratably purchased by each Purchasing Lender. In order to facilitate and give effect to the sale and assignment of the Assigned Rights, each of the Selling Lenders and Purchasing Lenders agrees that (i) the Administrative Agent shall calculate the amount owing to the Selling Lenders and to be paid or funded by the Purchasing Lenders, (ii) each of the Purchasing Lenders shall pay or fund, as the case may be, to the Administrative Agent the amount specified by the Administrative Agent in writing to such Purchasing Lender, and (iii) the Administrative Agent shall, to the extent such payments or fundings are actually made, apply such amounts ratably to pay the amount owned owed to the Selling Lenders, all as set forth more completely in Annex I hereto. Each sale and assignment under this Section shall be further subject to the provisions of SECTION 11.7 (except that the provisions of clauses (iii) and (iv) of SECTION 11.7(a) shall not apply).

Sale and Assignment of Existing Loans. (a) Each of the Original Lenders party hereto that is selling Existing Loans pursuant to this Section 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 an Original Lender, and (ii) each other Original Lender party hereto that is purchasing Existing Loans pursuant to this Section 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. Each 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 Loans hereunder as of the 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, 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 Loans hereunder as of the Restatement Amendment Effective Date, the Credit Agreement Date and each of the other Credit Loan Documents, in each case in the amounts set forth in Annex I 2 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 Loans hereunder in proportion to their respective Commitments, determined 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 Pro Rata Share of (y) all interest on and any fees in respect of the Loans and Commitments payable on and after the Restatement Amendment Effective Date and (z) all payments of principal made on the Loans attributable to such Lender that occur after the Restatement Amendment Effective Date. (b) Pursuant to the sale and assignment of the Assigned Rights to the Purchasing Lenders under this SectionSection 2.18, each Selling Lender is entitled to receive on the Restatement Effective Date a payment from each Purchasing Lender in an amount equal to the portion of such Selling Lender's Existing Loans representing the Assigned Rights ratably purchased by each Purchasing Lender. In order to facilitate and give effect to the sale and assignment of the Assigned Rights, each of the Selling Lenders and Purchasing Lenders agrees that (i) the Administrative Agent shall calculate the amount owing to the Selling Lenders and to be paid or funded by the Purchasing Lenders, (ii) each of the Purchasing Lenders shall pay or fund, as the case may be, to the Administrative Agent the amount specified by the Administrative Agent in writing to such Purchasing Lender, and (iii) the Administrative Agent shall, to the extent such payments or fundings are actually made, apply such amounts ratably to pay the amount owned to the Selling Lenders, all as set forth more completely in Annex I hereto. Each sale and assignment under this Section shall be further subject to the provisions of SECTION 11.7 (except that the provisions of clauses (iii) and (iv) of SECTION 11.7(a) shall not apply).

Sale and Assignment of Existing Loans. (a) Each of the Original Lenders party hereto that is selling Existing Loans pursuant to this Section 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 an Original Lender, and (ii) each other Original Lender party hereto that is purchasing Existing Loans pursuant to this Section 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. Each 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 Revolving Credit Loans hereunder as of the 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, 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 Revolving Credit Loans hereunder as of the Restatement Amendment Effective Date, the Credit Agreement Date and to each of the other Credit Loan Documents, in each case in the amounts set forth in Annex I 1 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 Revolving Credit Loans hereunder in proportion to their respective Revolving Credit Commitments, determined 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 Pro Rata Share of (y) all interest on and any fees in respect of the Revolving Credit Loans and Revolving Credit Commitments payable which accrue on and after the Restatement Amendment Effective Date and (z) all payments of principal made on the Revolving Credit Loans attributable to such Lender that occur after the Restatement Amendment Effective Date. (b) Pursuant to the sale and assignment of the Assigned Rights to the Purchasing Lenders under this SectionSECTION 2.17, each Selling Lender is entitled to receive on the Restatement Effective Date a payment from each Purchasing Lender in an amount equal to the portion of such Selling Lender's Existing Loans representing the Assigned Rights ratably purchased by each Purchasing Lender. In order to facilitate and give effect to the sale and assignment of the Assigned Rights, each of the Selling Lenders and Purchasing Lenders agrees that (i) the Administrative Agent shall calculate the amount owing to the Selling Lenders and to be paid or funded by the Purchasing Lenders, (ii) each of the Purchasing Lenders shall pay or fund, as the case may be, to the Administrative Agent the amount specified by the Administrative Agent in writing to such Purchasing Lender, and (iii) the Administrative Agent shall, to the extent such payments or fundings are actually made, apply such amounts ratably to pay the amount owned owed to the Selling Lenders, all as set forth more completely in Annex I hereto. Each sale and assignment under this Section shall be further subject to the provisions of SECTION 11.7 (except that the provisions of clauses (iii) and (iv) of SECTION 11.7(a) shall not apply).

Sale and Assignment of Existing Loans. (a) Each of the Original Lenders party hereto that is selling Existing Loans pursuant to this Section 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 an Original Lender, and (ii) each other Original Lender party hereto that is purchasing Existing Loans pursuant to this Section 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. Each 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 Revolver A Loans 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, 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 Revolver A Loans hereunder as of the Restatement Effective Date, the Credit Agreement Closing Date and to each of the other Credit Loan Documents, in each case in the amounts (as determined by the Administrative Agent and reasonably approved by the Lenders) set forth in Annex I ANNEX 1 which shall be attached hereto as of the Closing Date (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 Revolver A Loans hereunder in proportion to their respective Revolver A Commitments, determined 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 Pro Rata Share of (y) all interest on and any fees in respect of the Revolver A Loans and Revolver A Commitments payable which accrue on and after the Restatement Effective Closing Date and (z) all payments of principal made on the Revolver A Loans attributable to such Lender that occur after the Restatement Effective Closing Date. (b) Pursuant to the sale and assignment of the Assigned Rights to the Purchasing Lenders under this SectionSECTION 2.21, each Selling Lender is entitled to receive on the Restatement Effective Date a payment from each Purchasing Lender in an amount equal to the portion of such Selling Lender's Existing Loans representing the Assigned Rights ratably purchased by each Purchasing Lender. In order to facilitate and give effect to the sale and assignment of the Assigned Rights, each of the Selling Lenders and Purchasing Lenders agrees that (i) the Administrative Agent shall calculate the amount owing to the Selling Lenders and to be paid or funded by the Purchasing LendersLenders on the Closing Date, (ii) each of the Purchasing Lenders shall pay or fund, as the case may be, to the Administrative Agent the amount specified by the Administrative Agent in writing to such Purchasing Lender, and (iii) the Administrative Agent shall, to the extent such payments or fundings are actually made, apply such amounts ratably to pay the amount owned owed to the Selling Lenders, all as set forth more completely in Annex I hereto. Each sale and assignment under this Section shall be further subject to the provisions of SECTION 11.7 (except that the provisions of clauses (iii) and (iv) of SECTION 11.7(a) shall not apply).

Sale and Assignment of Existing Loans. (a) Each of the original Lenders party hereto that is selling Loans in existence immediately prior to the date hereof ("Existing Loans Loans") pursuant to this Section 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 an original Lender, and (ii) each other original Lender party hereto that is purchasing Existing Loans pursuant to this Section 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. Each 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 Loans hereunder as of the 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, 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 Loans hereunder as of the Restatement Amendment Effective Date, the Credit Agreement Date and each of the other Credit Loan Documents, in each case in the amounts set forth in Annex I A 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 Loans hereunder in proportion to their respective Commitments, determined 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 payable on and after the Restatement Effective Date and (z) all payments of principal made on the Loans attributable to such Lender that occur after the Restatement Effective Date. (b) Pursuant to the sale and assignment of the Assigned Rights to the Purchasing Lenders under this Section, each Selling Lender is entitled to receive on the Restatement Effective Date a payment from each Purchasing Lender in an amount equal to the portion of such Selling Lender's Existing Loans representing the Assigned Rights ratably purchased by each Purchasing Lender. In order to facilitate and give effect to the sale and assignment of the Assigned Rights, each of the Selling Lenders and Purchasing Lenders agrees that (i) the Administrative Agent shall calculate the amount owing to the Selling Lenders and to be paid or funded by the Purchasing Lenders, (ii) each of the Purchasing Lenders shall pay or fund, as the case may be, to the Administrative Agent the amount specified by the Administrative Agent in writing to such Purchasing Lender, and (iii) the Administrative Agent shall, to the extent such payments or fundings are actually made, apply such amounts ratably to pay the amount owned to the Selling Lenders, all as set forth more completely in Annex I hereto. Each sale and assignment under this Section shall be further subject to the provisions of SECTION 11.7 (except that the provisions of clauses (iii) and (iv) of SECTION 11.7(a) shall not apply).