Common use of Sale and Purchase of Loans Clause in Contracts

Sale and Purchase of Loans. On the Effective Date, the aggregate principal balance of the Prior Indebtedness outstanding is $200,000,000 as shown on Schedule IIB and each Lender represents and warrants for itself that its outstanding loans under the Original Credit Agreement as of the Effective Date is as set forth in the second column of Schedule IIB. Lenders hereby sell, assign, transfer and convey, and Lenders hereby purchase and accept so much of the Prior Indebtedness and all of the rights, titles, benefits, interests, privileges, claims, liens, security interests, and obligations existing and to exist (collectively the "Interests") such that each Lender's Percentage of the outstanding loans and commitments under the Original Credit Agreement as amended and restated by this Agreement shall be as set forth in Schedule IIA as of the Effective Date. The foregoing assignment, transfer and conveyance are without recourse to the Lenders and without any warranties whatsoever as to title, enforceability, collectibility, documentation or freedom from liens or encumbrances, in whole or in part, other than the warranty by each Lender that it has not sold, transferred, conveyed or encumbered such Interests. If as a result thereof, a Lender's Percentage of the outstanding Loans under this Agreement is less than its outstanding loans under the Original Credit Agreement on the Effective Date, the difference set forth in the last column of Schedule IIB shall be remitted to such Lender by the Agent upon receipt of funds from the other Lenders shown in the last column of Schedule IIB on the Effective Date. Each Lender so acquiring a part of such outstanding loans assumes its Percentage of the outstanding Loans, Commitments,

Sale and Purchase of Loans. On the Effective Date, the aggregate principal balance of the Prior Indebtedness outstanding is $200,000,000 189,000,000 as shown on Schedule IIB F-2 and each Lender represents and warrants for itself that its outstanding loans under the Original Credit Agreement as of the Effective Date is as set forth in the second column of Schedule IIBF-2. Lenders hereby sell, assign, transfer and convey, and Lenders hereby purchase and accept so much of the Prior Indebtedness and all of the rights, titles, benefits, interests, privileges, claims, liens, security interests, and obligations existing and to exist (collectively the "Interests") such that each Lender's Percentage of the outstanding loans and commitments under the Original Credit Agreement as amended and restated by this Agreement shall be as set forth in Schedule IIA F-1 as of the Effective Date. The foregoing assignment, transfer and conveyance are without recourse to the Lenders and without any warranties whatsoever as to title, enforceability, collectibility, documentation or freedom from liens or encumbrances, in whole or in part, other than the warranty by each Lender that it has not sold, transferred, conveyed or encumbered such Interests. If as a result thereof, a Lender's Percentage of the outstanding Loans under this Agreement is less than its outstanding loans under the Original Credit Agreement on the Effective Date, the difference set forth in the last column of Schedule IIB F-2 shall be remitted to such Lender by the Agent upon receipt of funds from the other Lenders shown in the last column of Schedule IIB F-2 on the Effective Date. Each Lender so acquiring a part of such outstanding loans assumes its Percentage of the outstanding Loans, Commitments,, rights, titles, interests, privileges, claims, liens, security interests, benefits and obligations under this Agreement and the other Loan Documents and any Lender so acquiring an interest in such outstanding Loans may be paid a cost of funds with respect thereto as mutually agreed between the Borrower and such Lender. Lenders are proportionately released from the obligations assumed by Lenders so acquiring such obligations and, to that extent, the Lenders so released shall have no further obligation under the Original Credit Agreement, as amended and restated hereby. The Borrower hereby represents and warrants that it has no defenses, offsets or counterclaims to the Prior Indebtedness or its obligations or rights under this Agreement, including, without limitation, the Interests being assigned pursuant to this Section 10.13. Any loans outstanding under the Original Credit Agreement on the Effective Date bearing interest at a LIBO Rate (as defined therein) shall be deemed continued as a Loan under this Agreement at such LIBO Rate and for the Interest Period with respect thereto under the Original Credit Agreement. The promissory notes evidencing the Prior Indebtedness shall be appropriately endorsed and delivered by the holders thereof to the Agent and retained by the Agent until the Obligations shall have been paid in full, all Letters of Credit have expired or been canceled and the Commitments have been canceled.

Sale and Purchase of Loans. On Upon the Effective Dateeffectiveness of this Agreement, all indebtedness evidenced by the Existing Credit Facility outstanding on such date shall hereby be restructured, rearranged, renewed, extended and continued as provided in this Agreement and all loans outstanding under the Existing Credit Facility shall become Loans outstanding hereunder. In connection herewith, the aggregate principal balance of the Prior Indebtedness outstanding is $200,000,000 as shown on Schedule IIB Existing Lenders have sold, assigned, transferred and each Lender represents and warrants for itself that its outstanding loans under the Original Credit Agreement as of the Effective Date is as set forth in the second column of Schedule IIB. Lenders hereby sell, assign, transfer and conveyconveyed, and the Lenders party to this Agreement have purchased and accepted, and hereby purchase and accept accept, so much of the Prior Indebtedness indebtedness evidenced by and all of outstanding under the rights, titles, benefits, interests, privileges, claims, liens, security interests, and obligations existing and to exist (collectively the "Interests") Existing Credit Facility such that each Lender's Percentage ’s percentage of the outstanding loans and commitments under obligations outstanding pursuant to the Original Existing Credit Agreement Facility, as amended restructured, rearranged, renewed, extended and restated by continued pursuant to this Agreement Agreement, shall be as set forth in Schedule IIA as equal to such Lender’s Applicable Percentage upon the effectiveness of this Agreement, provided that the Lenders shall not be liable for any act or omission of the Existing Lenders occurring prior to the Effective Date. The foregoing assignmentassignments, transfer transfers and conveyance conveyances are without recourse to the Existing Lenders and without any warranties whatsoever by the Administrative Agent or any Existing Lender as to title, enforceability, collectibility, documentation or freedom from liens or encumbrances, in whole or in part, other than the warranty by each Existing Lender that it has not previously sold, transferred, conveyed or encumbered such Interests. If as a result thereof, a Lender's Percentage of the outstanding Loans under this Agreement is less than its outstanding loans under the Original Credit Agreement on the Effective Date, the difference set forth in the last column of Schedule IIB shall be remitted to such Lender by the Agent upon receipt of funds from the other Lenders shown in the last column of Schedule IIB on the Effective Date. Each Lender so acquiring a part of such outstanding loans assumes its Applicable Percentage of the outstanding Loans, Commitments,, rights, titles, interests, privileges, claims, liens, security interests, benefits and obligations under this Agreement and the other Loan Documents.

Sale and Purchase of Loans. On the Effective DateBank of Montreal hereby sells, the aggregate principal balance of the Prior Indebtedness outstanding is $200,000,000 as shown on Schedule IIB assigns, transfers and each Lender represents and warrants for itself that its outstanding loans under the Original Credit Agreement as of the Effective Date is as set forth in the second column of Schedule IIB. Lenders hereby sell, assign, transfer and conveyconveys, and Lenders hereby purchase and accept so much of the Prior Indebtedness and all of the rights, titles, benefits, interests, privileges, claims, liens, security interests, and obligations existing and to exist (collectively the "Interests") such that each Lender's Percentage of the outstanding loans and commitments under the Original Credit Agreement as amended and restated by this Agreement shall be as set forth in Schedule IIA Exhibit F as of the Effective Date. The foregoing assignment, transfer and conveyance are without recourse to the Lenders Bank of Montreal and without any warranties whatsoever as to title, enforceability, collectibility, documentation or freedom from liens or encumbrances, in whole or in part, other than the warranty by each Lender Bank of Montreal that it has not sold, transferred, conveyed or encumbered such Interests. If as a result thereof, a Lender's Percentage of the outstanding Loans under this Agreement is less than its outstanding loans under the Original Credit Agreement on the Effective Date, the difference set forth in the last column of Schedule IIB shall be remitted to such Lender by the Agent upon receipt of funds from the other Lenders shown in the last column of Schedule IIB on the Effective Date. Each Lender so acquiring a part of such outstanding loans assumes its Percentage of the outstanding Loans, Commitments,, rights, titles, interests, privileges, claims, liens, security interests, benefits and obligations under this Agreement and the other Loan Documents and any Lender so acquiring an interest in such outstanding Loans may be paid a cost of funds with respect thereto as mutually agreed between the Borrower and such Lender. Bank of Montreal is released from the obligations assumed by Lenders so acquiring such obligations. The Borrower hereby represents and warrants that it has no defenses, offsets or counterclaims to the Prior Indebtedness or its obligations or rights under this Agreement, including, without limitation, the Interests being assigned pursuant to this Section 10.13. Any loans outstanding under the Original Credit Agreement on the Effective Date shall be deemed continued as Loans under this Agreement, any loans outstanding under the Original Credit Agreement, on the Effective Date, bearing interest at a LIBO Rate (as defined therein) shall be deemed continued as Loans under this Agreement at such LIBO Rate and for the Interest Period with respect thereto under the Original Credit Agreement and any letters of credit outstanding under the Original Credit Agreement on the Effective Date shall be deemed continued as Revolving Loan Letters of Credit and the Bolivian Letter of Credit, as the case may be, under this Agreement. The Commitments, outstanding Notes, and Loans under the Original Credit Agreement shall become Commitments, Notes, and Loans, respectively, hereunder. Interest accrued on the Loans and Commitment fees accrued under the Original Credit Agreement through the Effective Date hereof shall be deemed due and payable hereunder. The Lenders hereunder shall be deemed to have purchased participations in the outstanding Letters of Credit, pro rata according to their respective Percentages.