Common use of Lender Assignments Clause in Contracts

Lender Assignments. Each Lender, severally and not jointly, hereby agrees that the Lenders’ pro rata shares of the Revolving Loan Commitment and the Term Loan Commitment as of the Restatement Effective Date shall be as set forth on Schedules 1.1 (a) and 1.1(b) attached hereto. The Assigning Lenders and the Assignee Lenders, severally and not jointly, hereby agree, on the Restatement Effective Date, to effect any inter-Lender transfers necessary to cause each Lender to hold the portion of the Revolving Loan Commitment and the portion of the Term Loan set forth beside such Lender’s name on Schedules 1.1(a) and 1.1(b). To the extent necessary to give effect to the provisions of the preceding sentences, each Lender under and as defined in the Original Credit Agreement (to the extent such Lender is assigning Loans in accordance with this subsection 1.1(e), an “Assigning Lender”), severally and not jointly, hereby agrees on the date hereof to sell and to assign to each Lender hereunder (each Lender, in such capacity is referred to herein as an “Assignee Lender”), without recourse, representation or warranty, and each Assignee Lender, severally and not jointly, hereby purchases and assumes from the applicable Assigning Lender, a percentage interest in the Revolving Loan Commitment and the Term Loan in amounts required to give effect to the pro rata shares set forth on Schedules 1.1(a) and 1.1(b) hereto. Upon the effectiveness of the assignments and acceptances described in this subsection 1.1(e), the Agent shall thereafter make all payments in respect of the interests assigned hereby (including payments of principal, interest, fees and other amounts) to the Assignee Lenders. The Lenders shall make all appropriate adjustments in payment for periods prior to the effectiveness of the assignment and acceptance described in this subsection 1.1(e) by the Agent or with respect to the making of this assignment directly between themselves.

Lender Assignments. Each Lender, severally and not jointly, hereby agrees that the Lenders’ pro rata shares of the Revolving Loan Commitment and the Term Loan Commitment Effective as of the Restatement Effective Date Date, each Lender hereby severally and not jointly agrees that its pro rata share of the Loan shall be as set forth on Schedules 1.1 (a) and 1.1(b) Schedule I attached hereto. The Assigning Lenders and the Assignee Lenders, severally and not jointly, hereby agree, on the Restatement Effective Date, to effect any inter-Lender transfers necessary to cause each Lender to hold the portion of the Revolving Loan Commitment and the portion of the Term Loan set forth beside such Lender’s name on Schedules 1.1(a) and 1.1(b). To the extent necessary to give effect to the provisions of the preceding sentencessentence, each Lender effective as of the Restatement Effective Date, Horizon hereby sells and assigns to Molteni, without recourse, representation or warranty of any kind (except that Horizon hereby represents and warrants to Molteni that Horizon is the legal and beneficial owner of and has good and marketable title to, and is hereby assigning, selling, transferring, delivering and conveying to Molteni legal and beneficial ownership of and good and marketable title to, the interests so assigned by Horizon, free and clear of any Liens of any kind thereon), and Molteni hereby purchases and assumes from Horizon, as the case may be, a percentage interest in the respective “Loan A” and “Loan B” (under and as defined in the Original Credit Agreement (to the extent such Lender is assigning Loans in accordance with this subsection 1.1(e), an “Assigning Lender”), severally and not jointly, hereby agrees on the date hereof to sell and to assign to each Lender hereunder (each Lender, in such capacity is referred to herein as an “Assignee Lender”), without recourse, representation or warranty, and each Assignee Lender, severally and not jointly, hereby purchases and assumes from the applicable Assigning Lender, a percentage interest in the Revolving Loan Commitment and the Term Loan Agreement) in amounts required sufficient to give effect to the pro rata shares share of the Loan set forth on Schedules 1.1(a) and 1.1(b) Schedule I attached hereto. Upon The foregoing sale and assignments of “Loan A” and “Loan B” (under and as defined in the effectiveness Original Agreement) shall be made at a purchase price equal to the outstanding principal amount of the assignments “Loan A” and acceptances described “Loan B” (as defined in this subsection 1.1(e), the Agent Original Agreement) so assigned. All accrued but unpaid interest under the Original Agreement shall thereafter make all payments in respect be for the benefit of the interests assigned hereby (including payments of principal, interest, fees and other amounts) to the Assignee LendersHorizon. The Lenders shall make all appropriate adjustments in payment for periods prior hereby agree to effect such inter-lender transfers so that the effectiveness respective pro rata share of the assignment and acceptance described in this subsection 1.1(e) by Loan Amount as of the Agent or with respect to the making of this assignment directly between themselvesRestatement Effective Date shall be as set forth on Schedule I attached hereto.

Lender Assignments. Each (i) From time to time following the Document Closing Date, each Lender may assign to one or more Eligible Assignees all or any portion of its Note, Loans, Commitment, and its rights, obligations and interest in, to or under this Agreement, the other Operative Documents and the Items of Equipment and without the written consent of Lessee; provided that (i) such assignment shall be evidenced by an Assignment Agreement, a copy of which shall be furnished to the Agent and Lessee, (ii) except in the case of an assignment to an Affiliate of the assigning Lender, severally to another Lender or of the entire remaining Commitment of the assigning Lender, the assignment shall not assign Loans and, Commitments the aggregate amount of which is less than $5,000,000, (iii) the effective date of any such assignment shall be as specified in the Assignment Agreement, but not prior to the expiration of the sixty (60) day period referred to in clause (v) below if Lessee objects to such assignment and not jointly, hereby agrees that earlier than LSI Trust No. 2001-A Participation Agreement the Lenders’ pro rata shares date which is five Business Days after the date the Agent has received a fully executed copy of the Revolving Loan Assignment Agreement, (iv) if the assignment occurs prior to the end of the Commitment Period, the assignor shall concurrently assign to the assignee that percentage of its Commitment set forth in Schedule I-B hereto equal to the percentage of its Loans being assigned and (v) if such Assignment is to an Eligible Assignee described in clause (c) or (d) of the definition thereof, the assigning Lender shall provide Lessee (with a copy to Agent) with written notice of its intention to assign its Notes, Loans and Commitment and the Term Loan Commitment as name of the Restatement Effective Date assignee, and if Lessee objects in writing to such assignee within five (5) Business Days of receipt of such written notice, Lessee shall be as set forth on Schedules 1.1 have sixty (a60) days from the date of receipt by Lessee of such notice to find a replacement assignee which is an Eligible Assignee and 1.1(bif no such replacement assignee is found within such sixty (60) attached hereto. The Assigning Lenders day period, the assigning Lender may assign its Notes, Loans and Commitment to such assignee identified in the Assignee Lenders, severally and not jointly, hereby agree, on the Restatement Effective Date, to effect any inter-Lender transfers necessary to cause each Lender to hold the portion of the Revolving Loan Commitment and the portion of the Term Loan set forth beside such Lender’s name on Schedules 1.1(a) and 1.1(b). To the extent necessary to give effect notice delivered to the provisions of the preceding sentences, each Lender under and as defined in the Original Credit Agreement (Lessee. Notwithstanding anything to the extent such contrary contained herein or in any other Operative Document, any Lender is assigning Loans may pledge or assign its rights under the Operative Documents in accordance with Section 6.3(f) without regard to the limitations contained in this subsection 1.1(eSection 6.3(a). (ii) By executing and delivering an Assignment Agreement, an “Assigning Lender”)the Eligible Assignee thereunder acknowledges and agrees that: (i) other than the representation and warranty that it is the legal and beneficial owner of the Loans and Commitments being assigned thereby free and clear of any adverse claim, severally and not jointly, hereby agrees on the date hereof to sell and to assign to each assigning Lender hereunder (each Lender, in such capacity is referred to herein as an “Assignee Lender”), without recourse, has made no representation or warranty, and each Assignee Lender, severally and not jointly, hereby purchases warranty and assumes from no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the applicable Assigning Lenderother Operative Documents or the execution, a percentage interest in legality, validity, enforceability, genuineness or sufficiency of this Agreement or any other Operative Document; (ii) the Revolving Loan Commitment assigning Lender has made no representation or warranty and the Term Loan in amounts required to give effect to the pro rata shares set forth on Schedules 1.1(a) and 1.1(b) hereto. Upon the effectiveness of the assignments and acceptances described in this subsection 1.1(e), the Agent shall thereafter make all payments in respect of the interests assigned hereby (including payments of principal, interest, fees and other amounts) to the Assignee Lenders. The Lenders shall make all appropriate adjustments in payment for periods prior to the effectiveness of the assignment and acceptance described in this subsection 1.1(e) by the Agent or assumes no responsibility with respect to the making financial condition of the Lessee or its Subsidiaries or the performance by the Lessee or its Subsidiaries of their obligations under the Operative Documents; (iii) it has received a copy of this assignment directly between themselvesAgreement and the other Operative Documents, together with copies of the most recent financial statements delivered pursuant to Section 5.1(a) and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment Agreement; (iv) it will, independently and without reliance upon any other Participant and based on such documents and information as it shall deem appropriate at this time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Operative Documents; (v) it appoints and authorizes the Agent to take such action and to exercise such powers under this Agreement and the other Operative Documents as are delegated to the Agent by this Agreement and the other Operative Documents; and (vi) it will perform in accordance with their terms all of the obligations which by the terms of this Agreement and the other Operative Documents are required to be performed by it as a Lender.