Common use of Sale of Loan Clause in Contracts

Sale of Loan. The Bank shall have the unrestricted right at any time or ------------ from time to time, and without Borrowers' or any Guarantor's consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each, an "Assignee"), and Borrowers and each Guarantor agree that they shall execute or cause to be executed such documents, including, without limitation, amendments to the Loan Agreement and to any other documents, instruments and agreements executed in connection herewith as Bank shall deem necessary to effect the foregoing. In addition, at the request of Bank and any such Assignee, Borrowers shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Bank has retained any of its rights and obligations hereunder following such assignment, to Bank, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Bank prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Bank after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments and any other documentation required by Bank in connection with such assignments, and the payment by Assignee of the purchase price agreed to by Bank and such Assignee, such Assignee shall be a party to the Agreement and shall have all of the rights and obligations of Bank hereunder (and under any and all other guaranties, documents, instruments and agreements executed in connection herewith) to the extent that such rights and obligations have been assigned by Bank pursuant to the assignment documentation between Bank and such Assignee, and Bank shall be released from its obligations hereunder and thereunder to a corresponding extent. The Bank may furnish any information concerning the Borrowers to a prospective Assignee(s), provided that the Bank shall require such prospective Assignee to agree in writing to maintain the confidentiality of such information.

Sale of Loan. The Bank shall have Simultaneously with the unrestricted right at any time or ------------ from time payment of the Purchase Price by the Purchaser on the Closing Date, Seller will irrevocably sell, assign, transfer and convey to timethe Purchaser on the Closing Date, and without Borrowers' or any Guarantor's consentthe Purchaser will purchase, assume and accept on the Closing Date, all rights, title, interests and obligations of the Seller, as of the Closing Date, in, to assign and under the Loan, the Loan Documents, all or any portion existing collateral for the Loan, including the Collateral (as defined by the Loan Agreement, all of its the Seller’s rights and obligations hereunder as the “Agent” and a “Lender” (or similar defined term) under the Loan Agreement and the other Loan Documents and any other documents or instruments delivered pursuant thereto to one the extent related to, to the extent permitted by applicable law, all suits, claims, causes of action and any other right of the Seller against any Person, whether known or more banks unknown, arising under or with respect to the Loan Agreement, any other Loan Document, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or otherwise based on or related to any of the foregoing, including, but not limited to, contract claims, statutory claims, tort claims, malpractice claims and all other claims at law or in equity with respect to the rights and obligations sold and assigned pursuant to this Agreement and all future claims against any Borrower or other financial institutions (each, an "Assignee"), and Borrowers and each Guarantor agree that they shall execute persons liable for the repayment of the Loan or cause to be executed such documentsthe performance of the Borrower’s obligations under the Loan, including, without limitation, amendments any guarantor, and in connection therewith, the Seller shall execute and deliver to the Purchaser such documents as may be required to transfer all of Seller’s interest in the Loan Agreement to Purchaser, including, without limitation, the Closing Documents listed in Section 2.02 below. It is understood and agreed that Purchaser is not assuming, and will not be liable for, any liabilities or obligations or actions or inactions of Seller with respect to any other documents, instruments and agreements executed in connection herewith as Bank shall deem necessary to effect the foregoing. In addition, at the request of Bank and any such Assignee, Borrowers shall issue one Loan or more new promissory notes, as applicable, Loan Document with respect to any such Assignee and, if Bank has retained any period of its rights and obligations hereunder following such assignment, to Bank, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Bank time prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Bank after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments and any other documentation required by Bank in connection with such assignments, and the payment by Assignee of the purchase price agreed to by Bank and such Assignee, such Assignee shall be a party to the Agreement and shall have all of the rights and obligations of Bank hereunder (and under any and all other guaranties, documents, instruments and agreements executed in connection herewith) to the extent that such rights and obligations have been assigned by Bank pursuant to the assignment documentation between Bank and such Assignee, and Bank shall be released from its obligations hereunder and thereunder to a corresponding extent. The Bank may furnish any information concerning the Borrowers to a prospective Assignee(s), provided that the Bank shall require such prospective Assignee to agree in writing to maintain the confidentiality of such informationClosing Date.

Sale of Loan. The Bank Purchaser shall have the unrestricted right at any time or ------------ from time to time, and without Borrowers' or any GuarantorBorrower's consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each, an "Assignee"), and Borrowers and each Guarantor agree Borrower agrees that they it shall execute or cause to be executed such documents, including, without limitation, amendments to the Loan Agreement and to any other documents, instruments and agreements executed in connection herewith as Bank Purchaser shall deem necessary to effect the foregoing. In addition, at the request of Bank Purchaser and any such Assignee, Borrowers Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Bank Purchaser has retained any of its rights and obligations hereunder following such assignment, to BankPurchaser, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Bank Purchaser prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Bank Purchaser after giving effect to such assignment. Simultaneously with the issuance and delivery by Borrower of any such new promissory notes, Purchaser shall deliver to Borrower any previously issued note or notes marked as "cancelled". Upon the execution and delivery of appropriate assignment documentation, amendments and any other documentation required by Bank Purchaser in connection with such assignments, and the payment by Assignee of the purchase price agreed to by Bank Purchaser and such Assignee, such Assignee shall be a party to the Agreement and shall have all of the rights and obligations of Bank Purchaser hereunder (and under any and all other guaranties, documents, instruments and agreements executed in connection herewith) to the extent that such rights and obligations have been assigned by Bank Purchaser pursuant to the assignment documentation between Bank Purchaser and such Assignee, and Bank Purchaser shall be released from its obligations hereunder and thereunder to a corresponding extent. The Bank Purchaser may furnish any information concerning the Borrowers Borrower to a prospective Assignee(s), provided that the Bank Purchaser shall require such prospective Assignee to agree in writing to maintain the confidentiality of such information. Purchaser agrees that prior to any sale of the Loan pursuant to this Section, Purchaser shall provide the Authority with notice of its intent to enter into such sale, as well as the terms thereof.

Sale of Loan. The Bank shall have the unrestricted right at any time or ------------ from time to time, and without Borrowers' or any GuarantorBorrower's consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each, an "Assignee"), and Borrowers and each Guarantor agree Borrower agrees that they it shall execute or cause to be executed such documents, including, without limitation, amendments to the Loan Agreement and to any other documents, instruments and agreements executed in connection herewith as Bank shall deem necessary to effect the foregoing. In addition, at the request of Bank and any such Assignee, Borrowers Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Bank has retained any of its rights and obligations hereunder following such assignment, to Bank, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Bank prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Bank after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments and any other documentation required by Bank in connection with such assignments, and the payment by Assignee of the purchase price agreed to by Bank and such Assignee, such Assignee shall be a party to the Agreement and shall have all of the rights and obligations of Bank hereunder (and under any and all other guaranties, documents, instruments and agreements executed in connection herewith) to the extent that such rights and obligations have been assigned by Bank pursuant to the assignment documentation between Bank and such Assignee, and Bank shall be released from its obligations hereunder and thereunder to a corresponding extent. The Bank may furnish any information concerning the Borrowers Borrower to a prospective Assignee(s), provided that the Bank shall require such prospective Assignee to agree in writing to maintain the confidentiality of such information.