(d) On the Purchase Date (i) Buyer shall deliver (or arrange the delivery) to the Sellers the Purchase Price by wire transfer of immediately available funds to the account set forth on Schedule I attached hereto and (ii) Buyer (or its designee) and the Sellers shall deliver to the Issuer, Administrative Agent and Collateral Manager an executed assignment and assumption agreement substantially in the form attached hereto as Exhibit A, pursuant to which Buyer (or its designee) shall assume each Sellers rights and obligations under each of the Credit Agreement and the Subordinated Note Purchase Agreements.
(e) The Sellers obligation to sell the Seller Subordinated Notes shall expire on April 15, 2021.
(f) The Buyer shall provide notice to the Sellers, the Issuer and the Administrative Agent of the occurrence of the GSO Takeout Obligation Event within 2 Business Days of such occurrence.
2. Representations and Warranties of Sellers.
Each Seller hereby represents and warrants as follows as of the date hereof and as of the Purchase Date:
(a) Such Seller has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its organization and has all corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now conducted.
(b) This Agreement has been duly executed and delivered by such Seller and (assuming due execution and delivery by the other parties) constitutes such Sellers legal, valid and binding obligation, enforceable against such Seller in accordance with its terms.
(c) The Seller Subordinated Notes are free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, voting trusts, proxies, adverse claims and other arrangements or restrictions of any kind which in substance secures payment of an obligation (each, an Encumbrance). Upon consummation of the transactions contemplated by this Agreement, Buyer (or its designee) shall own the Seller Subordinated Notes free and clear of all Encumbrances.
(d) The execution, delivery and performance by such Seller of this Agreement do not conflict with, violate or result in the breach of, or create any Encumbrance on the Seller Subordinated Notes pursuant to, the organizational documents of such Seller or any material agreement, instrument, order, judgment, decree, law or governmental regulation to which such Seller is a party or is subject or by which the Seller Subordinated Notes are bound.
(e) No governmental, administrative or other third party consents or approvals are required in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.
(f) There are no actions, suits, claims, investigations or other legal proceedings pending or threatened by such Seller that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. There are no actions, suits, claims, investigations or other legal proceedings that have been commenced, or, to the knowledge of such Seller, which are pending or threatened, against such Seller that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.