Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an eligible assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor or any other Lender, (v) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.19 of the Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified Lender; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations that by the terms of the Loan Documents are required to be performed by it as a Lender.
Appears in 6 contracts
Samples: Credit Agreement (Davita Inc.), Credit Agreement, Credit Agreement (Davita Healthcare Partners Inc.)
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an eligible assignee under satisfies the requirements, if any, specified in the Credit Agreement (subject that are required to receipt of such consents as may be required under satisfied by it in order to acquire the Credit Agreement)Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received and/or had the opportunity to review a copy of the Credit AgreementAgreement to the extent it has in its sole discretion deemed necessary, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 5.01(a) and Section 5.01(b) thereof, as applicable, and such other documents and information as it has in its sole discretion deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor Agent or any other Lender, and (v) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Lender, attached to the this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified LenderAssignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents; (c) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to or otherwise conferred upon the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (iid) agrees that it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender.
Appears in 6 contracts
Samples: Revolving Credit Agreement (Block, Inc.), Revolving Credit Agreement (Block, Inc.), Revolving Credit Agreement (Square, Inc.)
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an eligible assignee under satisfies the requirements, if any, specified in the Credit Agreement (subject that are required to receipt of such consents as may be required under satisfied by it in order to acquire the Credit Agreement)Assigned Interest and become a Lender, [including, without limitation, that it can lend funds denominated in Alternative Currencies without additional cost to the Borrowers,]4 (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 5.1(a) and 5.1(b) thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor Agent or any other Lender, and (v) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified LenderAssignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender.
Appears in 4 contracts
Samples: Credit Agreement (Idexx Laboratories Inc /De), Credit Agreement (Idexx Laboratories Inc /De), Credit Agreement (Idexx Laboratories Inc /De)
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an eligible assignee under satisfies the requirements, if any, specified in the Credit Agreement (subject that are required to receipt of such consents as may be required under satisfied by it in order to acquire the Credit Agreement)Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 thereof (or, prior to the first such delivery, the financial statements referred to in Section 5.1 thereof, as applicable), and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor Agent or any other Lender, and (v) if it is not already a Lender under the Credit Agreementthat is a U.S. Person, attached to the this Assignment and Assumption an Administrative Questionnaireis IRS Form W-9 certifying that such Lender is exempt from United States federal backup withholding tax, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Foreign Lender, attached to the this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.19 2.18 of the Credit Agreement, duly completed and executed by the Assignee Assignee, and (viiivii) it is does not bear a Disqualified Lender or an affiliate relationship to the Borrower as described in Section 108(e)(4) of a Disqualified Lenderthe Code; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender.
Appears in 4 contracts
Samples: Security Agreement (ESH Hospitality, Inc.), Credit Agreement (ESH Hospitality, Inc.), Credit Agreement (ESH Hospitality, Inc.)
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) that it meets all requirements of has received Schedule 1.01 to the Credit Agreement, that it is not a Competitor as described on such Schedule (as updated pursuant to any supplements that have been delivered to such Assignee) and that it otherwise is an eligible assignee under Eligible Assignee and satisfies the requirements, if any, specified in the Credit Agreement (subject that are required to receipt of such consents as may be required under satisfied by it in order to acquire the Credit Agreement)Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 5.01(i) thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Acceptance and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor Agent or any other Lender, Lender and (v) if it is not already a Lender organized under the Credit Agreementlaws of a jurisdiction outside the United States, attached to the Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Lender, attached to the Assignment and Assumption Acceptance is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified LenderAssignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender.
Appears in 4 contracts
Samples: Credit Agreement (Packaging Corp of America), Credit Agreement (Packaging Corp of America), Credit Agreement (Packaging Corp of America)
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and Assumption, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an eligible assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 thereof, as applicable, 5.01 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor Agent or any other Lender, (v) if it is not already it’s a Lender under the Credit Agreementthat is a U.S. Person, attached to the Assignment hereto is an executed original of IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding tax and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Foreign Lender, attached to the Assignment and Assumption hereto is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified LenderAssignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan DocumentsCredit Agreement, and (ii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents Credit Agreement are required to be performed by it as a Lender.
Appears in 4 contracts
Samples: Credit Agreement (Agilent Technologies, Inc.), Term Loan Agreement (Agilent Technologies, Inc.), Credit Agreement (Agilent Technologies Inc)
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and Assumption, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an eligible assignee under satisfies the requirements, if any, specified in the Credit Agreement (subject that are required to receipt of such consents as may be required under satisfied by it in order to acquire the Credit Agreement)Assigned Interest and become a Lender, (iii) it is a [Purchasing Borrower Party][Non-Debt Fund Affiliate], (iv) as of the date hereof it does not have any MNPI that either (A) has not been disclosed to the Assignee (other than in the case of any Assignee that does not wish to receive MNPI) on or prior to the date of any initiation of the Auction in connection with which this Assignment and Assumption is being effectuated or (B) if not disclosed to the Assignee, could reasonably be expected to have a material effect upon, or otherwise be material to, (1) such Assignee’s decision to participate in any such Auction or (2) the market price of the Term Loans, in each case, except to the extent that such Assignee has entered into a customary “big boy” letter with the Borrower, (v) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (ivvi) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof (or, prior to the first such delivery, the financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 3.04 thereof, as applicable), and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor or any other Lender, (v) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-Lender that is a U.S. Person, attached hereto is an executed original of IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding tax, (viii) if it is a Foreign Lender, attached to the Assignment and Assumption hereto is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit AgreementAgreement (including Section 2.16(f) thereof), duly completed and executed by the Assignee Assignee, and (viiiix) it is not a Disqualified Lender or an affiliate no proceeds from Revolving Loans are being used to fund the purchase of a Disqualified Lender; the Assigned Interest, and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, Documents and (ii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender.
Appears in 4 contracts
Samples: Credit Agreement (YETI Holdings, Inc.), Credit Agreement (YETI Holdings, Inc.), Credit Agreement (YETI Holdings, Inc.)
Assignee. The Assignee (a) represents and warrants that (i) it is an Eligible Assignee and has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an eligible assignee under satisfies the requirements, if any, specified in the Credit Agreement (subject that are required to receipt of such consents as may be required under satisfied by it in order to acquire the Credit Agreement)Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 4.7 thereof 3.04(a) or delivered pursuant to Section 6.1 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor Agent or any other Lender, and (v) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Foreign Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified LenderAssignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (ii) it appoints and authorizes the Agent to take such action on its behalf and to exercise such powers under the Credit Agreement as are delegated to the Agent, by the terms thereof, together with such powers as are reasonably incidental thereto, and (iiiii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender.
Appears in 4 contracts
Samples: Assignment and Assumption (TMS International Corp.), Term Loan Credit Agreement (TMS International Corp.), Credit Agreement (Neiman Marcus, Inc.)
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit AgreementAgreement and, if the Assignment and Assumption is being delivered in connection with an Assignment/Conversion, a Noteholder under the Indenture, (ii) it meets all requirements of an eligible assignee Approved Lender under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement)) and, if the Assignment and Assumption is being delivered in connection with an Assignment/Conversion, a Noteholder under the Indenture, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender or, if the Assignment and Assumption is being delivered in connection with an Assignment/Conversion, the Indenture as a Noteholder thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender or Noteholder thereunder, and (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 thereof, as applicable, Indenture and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor Loan Agent or any other Lender, (v) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.19 of the Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified Lender; and (b) agrees that (i) it will, independently and without reliance on the Administrative Loan Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Credit Documents are required to be performed by it as a LenderLender or, if this Assignment and Assumption is being delivered in connection with an Assignment/Conversion, a Noteholder.
Appears in 4 contracts
Samples: Assignment and Assumption (Blue Owl Capital Corp), Credit Agreement (GOLUB CAPITAL BDC, Inc.), Credit Agreement (PennantPark Floating Rate Capital Ltd.)
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an eligible assignee Eligible Assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and after the Effective Assignment Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type and (v) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 4.7 thereof 3.04(a) of the Credit Agreement or delivered pursuant to Section 6.1 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor Agent or any other Lender, (v) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.19 of the Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified Lender. ; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations that by the terms of the Loan Documents are required to be performed by it as a Lender.
Appears in 3 contracts
Samples: Credit Agreement (Teva Pharmaceutical Industries LTD), Bridge Loan Agreement (Teva Pharmaceutical Industries LTD), Credit Agreement (Teva Pharmaceutical Industries LTD)
Assignee. The [The] [Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) confirms that it meets all requirements is (A) a Lender, (B) a parent company and/or an affiliate of the Assignor which is at least 50% owned by the Assignor or its parent company, (C) in the event the Assignor is a fund that invests in bank loans, a fund that invests in bank loans and is managed by the same investment advisor of the Assignor or by an eligible assignee under the Credit Agreement (subject to receipt affiliate of such consents as may be required investment advisor or (D) an Eligible Transferee under Section 13.04(b) of the Credit Agreement), ; (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 8.01(a) or (b) thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor or any other Lender, (v) if it is not already a Lender organized under the Credit Agreementlaws of a jurisdiction outside the United States, attached to the this Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Lender, attached to the Assignment and Assumption is any tax documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified Lender[the] [each such] Assignee; and (b) agrees that (i) it will, independently and without reliance on upon the Administrative Agent, the Assignor [the][each] Assignor, or any other Lender, Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan DocumentsCredit Agreement; (c) appoints and authorizes each of the Administrative Agent, the Syndication Agent, the Co-Documentation Agents and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to or otherwise conferred upon the Administrative Agent, the Syndication Agent, the Co-Documentation Agents or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iid) agrees that it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Credit Documents are required to be performed by it as a Lender.
Appears in 3 contracts
Samples: Credit Agreement (Hughes Electronics Corp), Credit Agreement (Directv Holdings LLC), Credit Agreement (Directv Group Inc)
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an eligible assignee under the Credit Agreement (subject to receipt of such consents as may be required Eligible Transferee under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, together with and has received or has been accorded the opportunity to receive copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 8.01(a), (b) and (c) thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which Interest, (vi) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent, the Assignor Agent or any other LenderLender and based on such documents and information as it has deemed appropriate, (v) if it is not already a Lender under the Credit Agreement, attached made its own credit analysis and decision to the enter into this Assignment and Assumption an Administrative Questionnaireand to purchase the Assigned Interest, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified LenderAssignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender.
Appears in 3 contracts
Samples: Credit Agreement (Pear Therapeutics, Inc.), Credit Agreement (Pear Therapeutics, Inc.), Credit Agreement (Thimble Point Acquisition Corp.)
Assignee. The [Each] [The] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Loan Agreement, (ii) it meets all requirements of an eligible assignee Eligible Assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Loan Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Loan Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Loan Agreement, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 7.1 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor or any other Lender, (v) has sent to Company if it is not already a Lender under the Credit Agreement, required to be delivered to Company or attached to the this Assignment and Assumption an Administrative Questionnaire, (vi) the if required to be delivered to Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it to Company and/or Administrative Agent pursuant to Section 2.19 the terms of the Credit Loan Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified Lender[the] [each such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the [the] [each such] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (ii) appoints and authorizes each of the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Loan Agreement and the other Loan Documents as are delegated to or otherwise conferred upon the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iiiii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender.
Appears in 3 contracts
Samples: Bridge Loan Agreement (Ball Corp), Bridge Loan Agreement (Ball Corp), Bridge Loan Agreement (Ball Corp)
Assignee. The Assignee (a) repeats each Lender representation set forth in Section 9.6 of the Credit Agreement; (b) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an eligible assignee under satisfies the requirements, if any, specified in the Credit Agreement (subject that are required to receipt of such consents as may be required under satisfied by it in order to acquire the Credit Agreement)Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received and/or had the opportunity to review a copy of the Credit AgreementAgreement to the extent it has in its sole discretion deemed necessary, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 thereof, as applicable, and such other documents and information as it has in its sole discretion deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor Agent or any other Lender, and (v) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. US Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit Agreement, duly completed and executed by the Assignee and Assignee; (viii) it is not a Disqualified Lender or an affiliate of a Disqualified Lender; and (bc) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender; and (d) appoints and authorizes (i) the Administrative Agent, and (ii) the Collateral Agent to take such action as agent in their respective capacities on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Loan Documents and any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent and the Collateral Agent, as applicable, by the terms thereof, together with such powers as are incidental thereto.
Appears in 3 contracts
Samples: Guarantee and Collateral Agreement (Booz Allen Hamilton Holding Corp), Guarantee and Collateral Agreement (Booz Allen Hamilton Holding Corp), Credit Agreement (Booz Allen Hamilton Holding Corp)
Assignee. The [The] [Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an eligible assignee under satisfies the requirements, if any, specified in the Credit Agreement (subject that are required to receipt of such consents as may be required under satisfied by it in order to acquire the Credit Agreement)Assigned Interest and become a Lender, (iii) from and after the Effective Closing Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 5.04 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Acceptance and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor Agent or any other Lender, (v) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Foreign Lender, attached to the this Assignment and Assumption Acceptance is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit Agreement, duly completed and executed by the [the] [each] Assignee and (viiivi) if it is not has a Disqualified Lender or an affiliate of a Disqualified LenderRevolving Facility Commitment, it has the capacity to make Revolving Facility Loans in Dollars; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other LenderLender and, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender.
Appears in 3 contracts
Samples: Lease Agreement (Chart Industries Inc), Lease Agreement (Chart Industries Inc), Lease Agreement (Chart Industries Inc)
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an eligible assignee Eligible Assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 thereof, as applicable, 10.1.1 and 10.1.2 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Agreement and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor Agent or any other Lender, (v) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Datedate hereof, the Borrower will not be obligated to pay any greater amount under Section 7.6 or Section 8 of the Credit Agreement than the Borrower is obligated to pay to the Assignor under such Sections and (viivi) if it is a Non-U.S. Lender“foreign corporation, attached partnership or trust” within the meaning of the Code, (A) the Assignee will be in compliance with all applicable provisions of Section 14.10 of the Credit Agreement on or prior to the Assignment Effective Date and Assumption (B) attached hereto is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified LenderAssignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender.
Appears in 3 contracts
Samples: Security Agreement (Middleby Corp), Security Agreement (Middleby Corp), Pledge Agreement (Middleby Corp)
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an eligible assignee under satisfies the requirements, if any, specified in the Credit Agreement (subject that are required to receipt of such consents as may be required under satisfied by it in order to acquire the Credit Agreement)Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.01(a) or 5.01(b) thereof (or, if prior to the first such delivery, referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 3.04 thereof), as applicable, and such other documents and information as it has in its sole discretion deemed appropriate to make its own credit analysis analysis, and its decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has is made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor or any other Lender, (v) if it is not already a Lender under the Credit Agreementthat is a US Person, attached to the this Assignment and Assumption an Administrative Questionnaire, is IRS Form W-9 certifying that such Lender is exempt from US Federal backup withholding tax and (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Foreign Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified LenderAssignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender.
Appears in 3 contracts
Samples: Credit Agreement (Broadridge Financial Solutions, Inc.), Credit Agreement (Broadridge Financial Solutions, Inc.), Credit Agreement (Broadridge Financial Solutions, Inc.)
Assignee. The Assignee (a) repeats each Lender representation set forth in Section 8.6 of the Mezzanine Credit Agreement; (b) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Mezzanine Credit Agreement, (ii) it meets all requirements of an eligible assignee under satisfies the requirements, if any, specified in the Mezzanine Credit Agreement (subject that are required to receipt of such consents as may be required under satisfied by it in order to acquire the Credit Agreement)Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Mezzanine Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received and/or had the opportunity to review a copy of the Mezzanine Credit AgreementAgreement to the extent it has in its sole discretion deemed necessary, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 5.1 thereof, as applicable, and such other documents and information as it has in its sole discretion deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor Agent or any other Lender, and (v) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. US Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the Mezzanine Credit Agreement, duly completed and executed by the Assignee and Assignee; (viii) it is not a Disqualified Lender or an affiliate of a Disqualified Lender; and (bc) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender; and (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Mezzanine Credit Agreement, the other Loan Documents and any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto.
Appears in 3 contracts
Samples: Guarantee Agreement (Booz Allen Hamilton Holding Corp), Guarantee Agreement (Booz Allen Hamilton Holding Corp), Mezzanine Credit Agreement (Booz Allen Hamilton Holding Corp)
Assignee. The Assignee (a) represents and warrants that (i) it is an eligible Assignee and has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an eligible assignee under satisfies the requirements, if any, specified in the Credit Agreement (subject that are required to receipt of such consents as may be required under satisfied by it in order to acquire the Credit Agreement)Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 5.04 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Acceptance and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor Agent or any other Lender, and (v) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Foreign Lender, attached to the Assignment and Assumption Acceptance is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified LenderAssignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (ii) it appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under the Credit Agreement as are delegated to the Administrative Agent, by the terms thereof, together with such powers as are reasonably incidental thereto, and (iiiii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender.
Appears in 3 contracts
Samples: Credit Agreement (Claires Stores Inc), Credit Agreement (Claires Stores Inc), Credit Agreement (Claires Stores Inc)
Assignee. The [Each] [The] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an eligible assignee under the Credit Agreement (subject to receipt of such consents as may be required Eligible Assignee under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 5.1 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor or any other Lender, (v) if it is not already a Lender under the Credit Agreement, attached to the this Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified Lender[the] [each such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the [the] [each such] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Credit Documents, (ii) appoints and authorizes each of the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to or otherwise conferred upon the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (iiiii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Credit Documents are required to be performed by it as a Lender.
Appears in 3 contracts
Samples: Assignment and Assumption Agreement (Simmons Co /Ga/), Credit and Guaranty Agreement (Simmons Bedding Co), Credit and Guaranty Agreement (Simmons Co /Ga/)
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender and perform the obligations of a Lender under the Credit Loan Agreement, (ii) it meets all requirements of an eligible assignee under satisfies the Credit requirements, if any, specified in the Loan Agreement (subject that are required to receipt of such consents as may be required under satisfied by it in order to acquire the Credit Agreement)Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Loan Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 thereof, as applicable, Loan Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor Agent or any other Lender, and (v) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. foreign Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit Loan Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified LenderAssignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Transaction Documents, and (ii) it will perform in accordance with their terms all of the obligations that by the terms of the Loan Documents Transaction Documents, which by their terms are required to be performed by it as a Lender; and (c) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Transaction Documents as are delegated to or otherwise conferred upon the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto.
Appears in 3 contracts
Samples: Assignment and Assumption Agreement (Cemex Sab De Cv), Assignment and Assumption Agreement (Cemex Sab De Cv), Assignment and Assumption Agreement (Cemex Sab De Cv)
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an eligible assignee under the Credit Agreement (subject to receipt of such consents as may be required Eligible Assignee under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, together with Agreement and has received or has been accorded the opportunity to receive copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 5.1 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision decision, (vi) it has, independently and without reliance on the upon Administrative Agent, the Assignor Agent or any other LenderLender and based on such documents and information as it has deemed appropriate, (v) if it is not already a Lender under the Credit Agreement, attached made its own credit analysis and decision to the enter into this Assignment and Assumption an Administrative Questionnaire, (vi) to purchase the Administrative Agent has received a processing Assigned Interest and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. US Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified LenderAssignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the that time, continue to make its own credit decisions in taking or not taking action under the Loan Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Credit Documents are required to be performed by it as a Lender.
Appears in 3 contracts
Samples: Credit and Guaranty Agreement (Tronox LTD), Credit and Guaranty Agreement (Tronox LTD), Credit and Guaranty Agreement (Tronox LTD)
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an eligible assignee under the Credit Agreement (subject to receipt of such consents as may be required Eligible Assignee under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have (in addition to any such rights and obligations then otherwise held by it) the rights and obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, together with and has received or has been accorded the opportunity to receive copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 5.01(a) and (b) thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption to purchase the Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and to purchase the Assigned Interest on the basis of which it has made such analysis Interest, and decision independently and without reliance on the Administrative Agent, the Assignor or any other Lender, (v) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. US Lender, attached to the this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified LenderAssignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the that time, continue to make its own credit decisions in taking or not taking action under the Loan Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Credit Documents are required to be performed by it as a Lender.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Hologic Inc), Credit and Guaranty Agreement (Gen Probe Inc)
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an eligible assignee under satisfies the requirements, if any, specified in the Credit Agreement (subject that are required to receipt of such consents as may be required under satisfied by it in order to acquire the Credit Agreement)Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is not an “Affiliate Lender”, as such term is defined in the Credit Agreement and (v) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 5.04 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Acceptance and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor Agent or any other Lender, (v) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.19 of the Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified Lender; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other LenderLender and, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender.
Appears in 2 contracts
Samples: Credit Agreement (Affinion Group, Inc.), Credit Agreement (Affinion Group, Inc.)
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an eligible assignee under satisfies the requirements, if any, specified in the Credit Agreement (subject that are required to receipt of such consents as may be required under satisfied by it in order to acquire the Credit Agreement)Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) agrees that its payment instructions and notice instructions are as set forth in Schedule 1 to this Assignment and Assumption, (v) agrees to indemnify and hold the Assignor harmless against all losses, costs and expenses (including, without limitation, reasonable attorneys’ fees) and liabilities incurred by the Assignor in connection with or arising in any manner from the Assignee’s non-performance of the obligations assumed under this Assignment and Assumption, (vi) it has received and/or had the opportunity to receive a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.1(a) and Section 6.1(b) thereof (or, prior to the first such delivery, the financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 5.4 thereof), as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor Agent or any other Lender, (v) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Lender, attached as Schedule 1 to the this Assignment and Assumption is any documentation required to be delivered by it the Assignee with respect to its tax status pursuant to Section 2.19 the terms of the Credit Agreement, duly completed and executed by the Assignee and (viii) it is does not bear a Disqualified Lender or an affiliate relationship to any Borrower described in Section 108(e)(4) of a Disqualified Lender; the Code and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (ii) it appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to or otherwise conferred upon the Agent by the terms thereof, together with such powers as are reasonably incidental thereto and (iiiii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender.
Appears in 2 contracts
Samples: Credit Agreement (Ameren Illinois Co), Credit Agreement (Ameren Illinois Co)
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an eligible assignee under satisfies the requirements, if any, specified in the Credit Agreement (subject and under applicable law that are required to receipt of such consents as may be required under satisfied by it in order to acquire the Credit Agreement)Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 thereof (or, if none of such financial statements shall have then been delivered or deemed delivered, then copies of the financial statements referred to in Section 4.1 thereof), as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative AgentAgent or any Arranger, the Assignor or any other LenderLender or any of their respective Related Parties, (v) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified LenderAssignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, any Arranger, Syndication Agent, the Assignor or any other LenderLender or any of their respective Related Parties, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan DocumentsCredit Agreement, and (ii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents Credit Agreement are required to be performed by it as a Lender.
Appears in 2 contracts
Samples: Guarantee Agreement (General Motors Co), Day Revolving Credit Agreement (General Motors Co)
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Amended and Restated Credit Agreement, (ii) it meets all requirements of an eligible assignee under satisfies the requirements, if any, specified in the Amended and Restated Credit Agreement (subject that are required to receipt of such consents as may be required under satisfied by it in order to acquire the Credit Agreement)Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Amended and Restated Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Amended and Restated Credit Agreement, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 5.1 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor Agent or any other Lender, and (v) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Foreign Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the Amended and Restated Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified LenderAssignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender.
Appears in 2 contracts
Samples: Credit Agreement (Nord Resources Corp), Credit Agreement (Nord Resources Corp)
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an eligible assignee under satisfies the requirements, if any, specified in the Credit Agreement (subject that are required to receipt of such consents as may be required under satisfied by it in order to acquire the Credit Agreement)Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, and (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 5.1 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor Agent or any other Lender, ; (vb) if it is not already a Lender under acknowledges the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as subordination terms of the Effective Date, March 2022 2.5% Convertible Notes (viias confirmed by the Indenture Trustee Confirmation) if it is a Non-U.S. Lender, attached to the Assignment and Assumption is any documentation required agrees to be delivered by it pursuant to Section 2.19 of the Credit Agreementbound thereby as if a party thereto, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified Lender; and (bc) agrees that (i) it willshall, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will shall perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender.
Appears in 2 contracts
Samples: Credit Agreement (Pretium Resources Inc.), Credit Agreement (Pretium Resources Inc.)
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an eligible assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 thereof, as applicable, 6.9 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which Interest, (vi) it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor Agent or any other Lender, (v) if and based on such documents and information as it is not already a Lender under the Credit Agreementhas deemed appropriate, attached made its own credit analysis and decision to the enter into this Assignment and Assumption an Administrative Questionnaireand to purchase the Assigned Interests, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified LenderAssignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender.
Appears in 2 contracts
Samples: Credit Agreement (Portland General Electric Co /Or/), Credit Agreement (Portland General Electric Co /Or/)
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an eligible assignee under satisfies the requirements, if any, specified in the Credit Agreement (subject that are required to receipt of such consents as may be required under satisfied by it in order to acquire the Credit Agreement)Assigned Interest and become a Lender, (iii) from and after the Effective DateDate specified in this Assignment and Assumption, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements [referred to in Section 4.7 thereof or 4.1 thereof] [delivered pursuant to Section 6.1 thereof, thereof as applicable, applicable,]5 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and (v) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit AgreementAgreement (including, without limitation, pursuant to Section 2.12(b) (with respect to Non-U.S. Lenders) or Section 2.12(c) (with respect to U.S. Lenders) thereof), duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified LenderAssignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender.
Appears in 2 contracts
Samples: Credit Agreement (Kimco Realty Corp), Credit Agreement (Kimco Realty Corp)
Assignee. The [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Revolving Credit Agreement, (ii) it meets all requirements of an eligible assignee Eligible Assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Revolving Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Revolving Credit Agreement and the other Credit Documents as a Lender thereunder and, to the extent of the [the][its] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Revolving Credit Agreement, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 thereof, as applicable, Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently decision, and without reliance on the Administrative Agent, the Assignor or any other Lender, (v) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Non US Lender, attached to the this Assignment and Assumption is any tax documentation required to be delivered by it pursuant to Section 2.19 the terms of the Revolving Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified LenderAssignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the [the][each] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the that time, continue to make its own credit decisions in taking or not taking action under the Loan Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Credit Documents are required to be performed by it as a Lender; and (c) appoints and authorizes each of the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Revolving Credit Agreement and the other Credit Documents as are delegated to or otherwise conferred upon the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto.
Appears in 2 contracts
Samples: Counterpart Agreement (REV Group, Inc.), Intercreditor Agreement (REV Group, Inc.)
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an eligible assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 3.15 or 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Acceptance and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor Agent or any other Lender, (v) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent it has received a processing and recordation fee of $3,500 as copy of the Effective DateIntercreditor Agreement and agrees to be bound by its terms, and (vii) if it is a Non-U.S. Foreign Lender, attached to the Assignment and Assumption Acceptance is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified LenderAssignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations that by the terms of the Loan Documents are required to be performed by it as a Lender.
Appears in 2 contracts
Samples: Lien Credit Agreement (Global Geophysical Services Inc), First Lien Credit Agreement (Global Geophysical Services Inc)
Assignee. The Assignee (a) repeats each Lender representation set forth in Section 9.6 of the Credit Agreement; (b) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an eligible assignee under satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender and that it is not a Disqualified Institution (subject to receipt or an Affiliate of such consents as may be required under the Credit Agreementa Disqualified Institution), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received and/or had the opportunity to review a copy of the Credit AgreementAgreement to the extent it has in its sole discretion deemed necessary, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 thereof, as applicable, and such other documents and information as it has in its sole discretion deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor Agent or any other Lender, and (v) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. US Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit Agreement, duly completed and executed by the Assignee and Assignee; (viii) it is not a Disqualified Lender or an affiliate of a Disqualified Lender; and (bc) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender; and (d) appoints and authorizes (i) the Administrative Agent, and (ii) the Collateral Agent to take such action as agent in their respective capacities on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Loan Documents and any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent and the Collateral Agent, as applicable, by the terms thereof, together with such powers as are incidental thereto.
Appears in 2 contracts
Samples: Intercreditor Agreement (Covetrus, Inc.), Credit Agreement (Booz Allen Hamilton Holding Corp)
Assignee. The Assignee (a) represents and warrants that (i) it is an Affiliated Lender and has full power and authority, and has taken all action necessary, to execute and deliver this Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an eligible assignee under satisfies the requirements, if any, specified in the Credit Agreement (subject that are required to receipt of such consents as may be required under satisfied by it in order to acquire the Credit Agreement)Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement and the other Loan Documents as a Lender (including as an Affiliated Lender) thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender (including as an Affiliated Lender) thereunder, (iv) it has received a copy of the Credit Agreement and each Intercreditor Agreement, together with copies of the most recent financial statements referred to in Section 4.7 thereof 4.01(c) of the Credit Agreement or delivered pursuant to Section 6.1 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor Agent or any other Lender, Lender and (v) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Lender, attached to the Affiliated Lender Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.19 2.17 of the Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified LenderAssignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem deems appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (ii) it appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent, by the terms thereof, together with such powers as are reasonably incidental thereto, and (iiiii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender. The Assignee agrees that, solely in its capacity as an Affiliated Lender, it will not be entitled to (a) attend (including by telephone) or participate in any meeting or discussions (or portion thereof) among the Administrative Agent or any Lender or among Lenders to which the Loan Parties or their representatives are not invited or (b) receive any information or material prepared by the Administrative Agent or any Lender or any communication by or among the Administrative Agent and one or more Lenders, except to the extent such information or material has been made available by the Administrative Agent or any Lender to any Loan Party or its representatives. The Assignee acknowledges and agrees that the Assignor makes no representation or warranty as to whether it has or does not have MNPI.
Appears in 2 contracts
Samples: Credit Agreement (Cava Group, Inc.), Credit Agreement (Cava Group, Inc.)
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, necessary to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an eligible assignee Eligible Assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 5.01(a) or (b) thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor Agent or any other Lender, (v) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Lender, attached to the Assignment and Assumption hereto is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit AgreementAgreement (including pursuant to Section 2.15(e)), duly completed and executed by the Assignee Assignee, (vii) if it is an Affiliated Lender, it has indicated its status as such in the space provided on the first page of this Assignment and Assumption and (viii) if it is an Affiliated Lender (other than an Affiliated Debt Fund), it is not in possession of any MNPI that has not been disclosed to the Lenders generally (other than those Lenders who have elected to not receive any MNPI), and if so disclosed could reasonably be expected to have a Disqualified material effect upon, or otherwise be material to the decision of an assigning Lender or to sell, or, if an affiliate Affiliated Lender is an assignor in such transaction, of a Disqualified Lenderan assignee to purchase, such Loan; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender.
Appears in 2 contracts
Samples: Credit Agreement (Constellium Holdco B.V.), Credit Agreement (Constellium Holdco B.V.)
Assignee. The [The] [Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) confirms that it meets all requirements is (A) a Lender, (B) a parent company and/or an affiliate of [the][each] Assignor which is at least 50% owned by [the][each] Assignor or its parent company, (C) a fund that invests in bank loans and is managed by the same investment advisor as a Lender, by an eligible assignee under the Credit Agreement (subject to receipt affiliate of such consents as may be required investment advisor or by a Lender or (D) an Eligible Transferee under Section 13.04(b) of the Credit Agreement); (iii) confirms that it is not, or would not constitute upon the effectiveness of this Assignment, a Defaulting Lender, (iiiiv) from and after the Effective Date, it shall be bound by the provisions of the Credit ABL Facility Agreement as a Lender thereunder and, to the extent of the [the][its] Assigned Interest, shall have the obligations of a Lender thereunder, (ivv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 9.04 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the [the][its] Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor or any other Lender, (vvi) if it is not already a Lender organized under the Credit Agreementlaws of a jurisdiction outside the United States, it has attached to the this Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Lender, attached to the Assignment and Assumption is any tax documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified Lenderit; and (b) agrees that (i) it will, independently and without reliance on upon the Administrative Agent, the Assignor [the][each] Assignor, or any other Lender, Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (c) appoints and authorizes the Administrative Agent and the Security Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan DocumentsDocuments as are delegated to or otherwise conferred upon the Administrative Agent or the Security Agent by the terms thereof, together to Exhibit J with such powers as are reasonably incidental thereto; and (iid) agrees that it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender.
Appears in 2 contracts
Samples: Credit Agreement (Smurfit Stone Container Corp), Credit Agreement (Smurfit Stone Container Corp)
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets satisfies all of the requirements of an eligible assignee under Eligible Assignee and any other requirements specified in the Credit Agreement (subject that are required to receipt of such consents as may be required under satisfied by it in order to acquire the Credit Agreement)Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received 4and/or had the opportunity to review a copy of the Credit AgreementAgreement to the extent it has in its sole discretion deemed necessary, together with copies of the most recent financial statements delivered pursuant to Section 5.01(a) and 5.01(b) thereof (or, prior to the first such delivery, the financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 3.04(a) thereof), as applicable, and such other documents and information as it has in its sole discretion deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor Agent or any other Lender, (v) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified LenderAssignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (ii) it appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to or otherwise conferred upon the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto and (iiiii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender; (d) acknowledges and agrees that, as a Lender, it may receive confidential information concerning the Borrowers and their Affiliates and agrees to use such information in accordance with Section 10.12 of the Credit Agreement; (e) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof; and (f) shall pay to the Administrative Agent an assignment fee to the extent required to be paid by the Assignee or Assignor under Section 10.04(c)(iii) of the Credit Agreement.
Appears in 2 contracts
Samples: Credit Agreement (CDK Global Holdings, LLC), Credit Agreement (CDK Global Holdings, LLC)
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an eligible assignee under satisfies the requirements, if any, specified in the Credit Agreement (subject that are required to receipt of such consents as may be required under satisfied by it in order to acquire the Credit Agreement)Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) agrees that its payment instructions and notice instructions are as set forth in Schedule 1 to this Assignment and Assumption, (v) agrees to indemnify and hold the Assignor harmless against all losses, costs and expenses (including, without limitation, reasonable attorneys’ fees) and liabilities incurred by the Assignor in connection with or arising in any manner from the Assignee’s non-performance of the obligations assumed under this Assignment and Assumption, (vi) it has received and/or had the opportunity to receive a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.1.1 and Section 6.1.2 thereof (or, prior to the first such delivery, the financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 5.4 thereof), as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor Agent or any other Lender, (v) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Lender, attached as Schedule 1 to the this Assignment and Assumption is any documentation required to be delivered by it the Assignee with respect to its tax status pursuant to Section 2.19 the terms of the Credit Agreement, duly completed and executed by the Assignee and (viii) it is does not bear a Disqualified Lender or an affiliate relationship to any Borrower described in Section 108(e)(4) of a Disqualified Lender; the Code and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (ii) it appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to or otherwise conferred upon the Agent by the terms thereof, together with such powers as are reasonably incidental thereto and (iiiii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender.
Appears in 2 contracts
Samples: Credit Agreement (Union Electric Co), Credit Agreement (Union Electric Co)
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender Bank under the Credit Agreement, (ii) it meets all requirements of an eligible assignee Eligible Assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender Bank thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender Bank thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 7.1 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which Interest, (vi) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent, the Assignor Agent or any other LenderBank and based on such other documents and information as it has deemed appropriate, (v) if made it is not already a Lender under the Credit Agreement, attached own credit analysis and decision to the enter into this Assignment and Assumption an Administrative Questionnaireand to purchase the Assigned Interest, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Lender, attached to the Assignment and Assumption hereto is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit Agreement, including Section 3.10(e) thereof, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified LenderAssignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other LenderBank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a LenderBank.
Appears in 2 contracts
Samples: Assignment and Assumption (WCI Communities, Inc.), Revolving Credit Agreement (WCI Communities, Inc.)
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreementhereby, (ii) it meets all requirements of an eligible assignee under satisfies the Credit requirements, if any, specified in the Loan Agreement (subject that are required to receipt of such consents as may be required under satisfied by it in order to acquire the Credit Agreement)Assigned Interest, (iii) from and after it is a Purchasing Borrower Party (as defined in the Effective Date, it shall be bound by the provisions Loan Agreement); (iv) as of the Credit Agreement as a Lender thereunder and, date hereof the Assignee does not have any MNPI with respect to any Loan Party that either (A) has not been disclosed to the extent Lenders (other than Lenders that do not wish to receive MNPI with respect to any of the Assigned InterestLoan Parties) on or prior to the date of any initiation of an Auction by such Purchasing Borrower Party or (B) if not disclosed to the Lenders, shall could reasonably be expected to have a material effect upon, or otherwise be material (1) to a Lender’s decision to assign its Term Loans to the obligations Assignee or (2) to the market price of a Lender thereunder, the Term Loans; (ivv) it has received a copy of the Credit Loan Agreement, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor Agent or any other Lender, (v) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit Loan Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified LenderAssignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations that by the terms of the Loan Documents are required to be performed by it as a Lender.
Appears in 2 contracts
Samples: Loan Agreement (Lifetime Brands, Inc), Loan Agreement (Lifetime Brands, Inc)
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an eligible assignee a Qualified Institution under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 10.1 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor Agent or any other Lender, and (v) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Foreign Lender, attached to the Assignment and Assumption hereto is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified LenderAssignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender.
Appears in 2 contracts
Samples: Senior Term Loan Agreement (Prologis, L.P.), Senior Term Loan Agreement (Prologis, L.P.)
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an eligible assignee under satisfies the requirements, if any, specified in the Credit Agreement (subject that are required to receipt of such consents as may be required under satisfied by it in order to acquire the Credit Agreement)Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received and/or had the opportunity to review a copy of the Credit AgreementAgreement to the extent it has in its sole discretion deemed necessary, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 5.01(a) or 5.01(b) thereof, as applicable, and such other documents and information as it has in its sole discretion deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor London Agent, the Canadian Agent or any other Lender[, and (v) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Foreign Lender, attached to the this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified Lender; and (b) agrees that it will (i) it will, independently and without reliance on the Administrative Agent, the London Agent or the Canadian Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, Documents and (ii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender.Lender.]6
Appears in 2 contracts
Samples: Credit Agreement (Amerisourcebergen Corp), Assignment and Assumption (Amerisourcebergen Corp)
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an eligible assignee under satisfies the requirements, if any, specified in the Credit Agreement (subject that are required to receipt of such consents as may be required under satisfied by it in order to acquire the Credit Agreement)Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received and/or had the opportunity to review a copy of the Credit AgreementAgreement to the extent it has in its sole discretion deemed necessary, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 5.01(a) or 5.01(b) thereof, as applicable, and such other documents and information as it has in its sole discretion deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Facility Agent, the Assignor London Agent or any other Lender, and (v) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Foreign Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified Lender; and (b) agrees that (i) it will, independently and without reliance on the Administrative Facility Agent or the London Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, Documents and (ii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender.
Appears in 2 contracts
Samples: Credit Agreement (Pall Corp), Credit Agreement (Pall Corp)
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an eligible assignee under satisfies the requirements, if any, specified in the Credit Agreement (subject that are required to receipt of such consents as may be required under satisfied by it in order to acquire the Credit Agreement)Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received and/or had the opportunity to review a copy of the Credit AgreementAgreement to the extent it has in its sole discretion deemed necessary, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 5.01(a) or 5.01(b) thereof, as applicable, and such other documents and information as it has in its sole discretion deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor Agent or any other Lender, and (v) if it is not already a Lender under the Credit Agreementforeign lender, attached to the Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Lender, attached to the this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified Lender; and (b) agrees that it will (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, Documents and (ii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Amerisourcebergen Corp), Credit Agreement (Amerisourcebergen Corp)
Assignee. The Assignee (a) represents and warrants that (i) it is an Eligible Assignee and has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an eligible assignee under satisfies the requirements, if any, specified in the Credit Agreement (subject that are required to receipt of such consents as may be required under satisfied by it in order to acquire the Credit Agreement)Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement and the other Loan Documents as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 thereof, as applicable, 5.01 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor Agent or any other Lender, and (v) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.19 2.17(f) of the Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified LenderAssignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor Assignor, any Arranger or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (ii) it irrevocably appoints the Person named as the Administrative Agent in the heading of the Credit Agreement and its successors and permitted assigns as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto, (iii) it irrevocably appoints the Collateral Agent as set forth in the Intercreditor Agreement and (iiiv) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Tupperware Brands Corp), Term Loan Credit Agreement (Tupperware Brands Corp)
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, authority and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an eligible assignee Assignee under the Credit Agreement Agreement, including without limitation the requirements of Section 10.6 (subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor Agent or any other Lender, (v) if it is not already has delivered a Lender under the Credit Agreement, attached to the Assignment true and Assumption an complete Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Lender, attached to the Assignment and Assumption hereto is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit Agreement, duly completed and executed by the Assignee Assignee, and (viiivii) it is not a Disqualified “Defaulting Lender,” Affiliated Lender or an affiliate of a Disqualified LenderPurchasing Borrower Party, in each case, as such term is defined in the Credit Agreement; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender.
Appears in 2 contracts
Samples: Credit Agreement (PGA Holdings, Inc.), Credit Agreement (PGA Holdings, Inc.)
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an eligible assignee under satisfies the requirements, if any, specified in the Credit Agreement (subject that are required to receipt of such consents as may be required under satisfied by it in order to acquire the Credit Agreement)Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, together with and has received or has been accorded the opportunity to receive copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor Agent or any other Lender, (v) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Foreign Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified LenderAssignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender.
Appears in 2 contracts
Samples: Credit Agreement (FMC Technologies Inc), 364 Day Credit Agreement (FMC Technologies Inc)
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Fourth Amended and Restated Senior Revolving Credit Agreement, (ii) it meets all requirements of an eligible assignee under satisfies the requirements, if any, specified in the Fourth Amended and Restated Senior Revolving Credit Agreement (subject that are required to receipt of such consents as may be required under satisfied by it in order to acquire the Credit Agreement)Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Fourth Amended and Restated Senior Revolving Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Fourth Amended and Restated Senior Revolving Credit Agreement, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 8.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor Agent or any other Lender, and (v) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Foreign Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the Fourth Amended and Restated Senior Revolving Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified LenderAssignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender.
Appears in 2 contracts
Samples: Senior Revolving Credit Agreement (Petrohawk Energy Corp), Senior Revolving Credit Agreement (Petrohawk Energy Corp)
Assignee. The Assignee (a) represents and warrants that (i) in favor of the Assignor, the Administrative Agent and the Borrowers, that, as of the Effective Date, it has full power and authority, and has taken all action necessary, is legally authorized to execute and deliver enter into this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of is an eligible assignee under “Eligible Assignee” as defined in the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, including with respect to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, representation contained in such definition); (ivb) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referenced in Section 4.4 thereof, the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 thereof, as applicable, thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor or any other Lender, Assumption; (vc) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Lender, confirms that attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit Agreement, duly completed and executed by the Assignee and such Assignee; (viii) it is not a Disqualified Lender or an affiliate of a Disqualified Lender; and (bd) agrees that (i) it will, independently and without reliance on upon the Assignor, the Administrative Agent, the Assignor Agent or any other Lender, Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the other Loan DocumentsDocuments or any other instrument or document furnished pursuant hereto or thereto; (e) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; (f) agrees that it will be bound by the provisions of the Credit Agreement and (ii) it will perform in accordance with their its terms all of the obligations that which by the terms of the Loan Documents Credit Agreement are required to be performed by it as a Lender, including its obligations pursuant to Section 2.18 of the Credit Agreement; and (g) agrees that it will become a party to the CAM Allocation Agreement to the same extent as each other Lender, pursuant to Section 10.19 of the Credit Agreement, for the benefit of each other Lender and the Administrative Agent, with the rights and obligations for the Assignee set forth in Exhibit I of the Credit Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Domtar CORP), Credit Agreement (Domtar CORP)
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and Assumption, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an eligible assignee under satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (subject to receipt of such consents iii) it is a Purchasing Borrower Party (as may be required under defined in the Credit Agreement), (iv) as of the date hereof the Assignee either (A) does not have any MNPI (as defined in the Credit Agreement) that has not been disclosed to the Assignor (other than because the Assignor does not wish to receive MNPI) on or prior to the date of the initiation of the Auction in connection with which this assignment is being effectuated or (B) has advised the Assignor that the Assignee cannot make the statement in the foregoing clause (A) (except to the extent that the Assignor has separately entered into a customary “big boy” letter with Holdings or the Borrower; provided that no Lender shall be required to enter into any such “big boy” letter), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof (or, prior to the first such delivery, the financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 3.04 thereof, as applicable), and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor or any other Lender, (v) if it is not already a Lender under the Credit Agreementthat is a U.S. Person, attached to the Assignment hereto is an executed original of IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding tax and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Foreign Lender, attached to the Assignment and Assumption hereto is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit AgreementAgreement (including Section 2.17(f) thereof), duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified Lender; Assignee, and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, Documents and (ii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender.
Appears in 2 contracts
Samples: Credit Agreement (Vectrus, Inc.), Credit Agreement (Vectrus, Inc.)
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an eligible assignee under the Credit Agreement (subject to receipt Section 10.6(c) of such consents as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by and subject to the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 thereof, as applicable, Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor or any other Lenderdecision, (v) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it the Assignee pursuant to Section 2.19 the terms of the Credit Agreement, duly completed and executed by the Assignee Assignee, (vi) it has experience and expertise in the making of or investing in commitments or loans such as the applicable Term Commitments or Term Loans, as the case may be, and (viiivii) it is not will make or invest in, as the case may be, its Term Loan Commitments or Term Loans for its own account in the ordinary course and without a Disqualified Lender view to distribution of such Term Loan Commitments or an affiliate Term Loans within the meaning of a Disqualified Lender; the Securities Act or the Exchange Act or other federal securities laws (it being understood that, subject to Section 10.6 of the Credit Agreement, the disposition of such Term Loan Commitments or Term Loans or any interests therein shall at all times remain within its exclusive control) and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the that time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, Credit Documents and (ii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Credit Documents are required to be performed by it as a Lender.
Appears in 2 contracts
Samples: Counterpart Agreement (Isola Group Ltd.), Counterpart Agreement (Isola Group Ltd.)
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an eligible assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement)Eligible Assignee, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, together with and has received or has been accorded the opportunity to receive copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 6.01 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which Interest, (vi) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent, the Assignor Agent or any other LenderLender and based on such documents and information as it has deemed appropriate, (v) if it is not already a Lender under the Credit Agreement, attached made its own credit analysis and decision to the enter into this Assignment and Assumption an Administrative Questionnaireand to purchase the Assigned Interest, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Foreign Lender, attached to the Assignment and Assumption hereto is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified LenderAssignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender.
Appears in 2 contracts
Samples: Credit Agreement (Citrix Systems Inc), Credit Agreement (Citrix Systems Inc)
Assignee. The Assignee (a) represents and warrants that (i) it is an eligible Assignee and has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an eligible assignee under satisfies the requirements, if any, specified in the Credit Agreement (subject that are required to receipt of such consents as may be required under satisfied by it in order to acquire the Credit Agreement)Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 thereof, as applicable, 5.04 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Acceptance and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor Agent or any other Lender, (v) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Foreign Lender, attached to the Assignment and Assumption Acceptance is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit Agreement, duly completed and executed by the Assignee Assignee, and (viiivi) that it is not a Disqualified Lender or an affiliate of a Disqualified LenderCompetitor; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (ii) it appoints and authorizes each Agent to take such action on its behalf and to exercise such powers under the Credit Agreement as are delegated to such Agent, by the terms thereof, together with such powers as are reasonably incidental thereto, and (iiiii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender.
Appears in 2 contracts
Samples: Term Loan Credit Agreement, Term Loan Credit Agreement (Claires Stores Inc)
Assignee. The [The] [Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Affiliated Lender Assignment and Assumption Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements of an eligible assignee Eligible Assignee under the Credit Agreement (subject to receipt of such consents as may be required under and satisfies the requirements, if any, specified in the Credit Agreement)Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 5.04 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption Acceptance and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor any Agent or any other Lender, (vvi) if attached to this Affiliated Lender Assignment and Acceptance is any documentation required to be delivered by it is not already a Lender under pursuant to the terms of the Credit Agreement, attached to the Assignment duly completed and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Dateexecuted by [the] [each] Assignee, (vii) the assignment and assumption pursuant hereto complies with the terms of the Credit Agreement and (viii) if it is a Non-U.S. Lender, attached to the this Assignment and Assumption Acceptance is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit Agreement, duly completed and executed by the Assignee Assignee; (b) appoints and (viii) it is not a Disqualified Lender authorizes the Agents to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Loan Documents or an affiliate any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agents by the terms thereof, together with such powers as are incidental thereto, including, without limitation, pursuant to Section 8.05 of a Disqualified Lenderthe Credit Agreement; and (bc) agrees that (i) it will, independently and without reliance on the Administrative any Agent, the Assignor or any other LenderLender and, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a LenderLender and appoint Agents.
Appears in 2 contracts
Samples: Pledge and Security Agreement (Potomac Electric Power Co), Credit Agreement (Exelon Generation Co LLC)
Assignee. The [The] [Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) confirms that it meets all requirements is (A) a Lender, (B) a parent company and/or an affiliate of [the] [each] Assignor which is at least 50% owned by [the] [each] Assignor or its parent company, (C) a fund that invests in bank loans and is managed by the same investment advisor as a Lender, by an eligible assignee under the Credit Agreement (subject to receipt affiliate of such consents as may be required investment advisor or by a Lender or (D) an Eligible Transferee under Section 13.04(b) of the Credit Agreement), ; (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the [the] [its] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 9.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the [the] [its] Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor or any other Lender, (v) if it is not already a Lender organized under the Credit Agreementlaws of a jurisdiction outside the United States, it has attached to the this Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Lender, attached to the Assignment and Assumption is any tax documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified Lenderit; and (b) agrees that (i) it will, independently and without reliance on upon the Administrative Agent, the Assignor [the] [each] Assignor, or any other Lender, Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan DocumentsCredit Agreement; (c) appoints and authorizes each of the Administrative Agent, and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to or otherwise conferred upon the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iid) agrees that it will perform in Annex I accordance with their terms all of the obligations that which by the terms of the Loan Credit Documents are required to be performed by it as a Lender.
Appears in 2 contracts
Samples: Intercreditor Agreement (Dole Food Co Inc), Intercreditor Agreement (Dole Food Co Inc)
Assignee. The [Each] [The] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an eligible assignee Eligible Assignee under the Credit Agreement Agreement, (subject iii) to receipt the extent this Assignment does not include an amount outstanding from each Borrower which is a Dutch Borrower of at least €50,000 (or its equivalent in other currencies) (or such consents other amount as may be required from time to time under the Credit AgreementDutch Financial Supervision Act (Wet op het financieel toezicht)), it is a professional market party (iiiprofessionele marktpartij) within the meaning of the Dutch Financial Supervision Act, (iv) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (ivv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 7.1 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor or any other Lender, (v) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire, (vi) the has sent to Company if required to be delivered to Company or attached to this Assignment if required to be delivered to Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it to Company and/or Administrative Agent pursuant to Section 2.19 the terms of the Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified Lender[the] [each such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the [the] [each such] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (ii) appoints and authorizes each of the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Loan Agreement and the other Loan Documents as are delegated to or otherwise conferred upon the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iiiii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender.
Appears in 2 contracts
Samples: Credit Agreement (Crown Holdings Inc), Credit Agreement (Crown Holdings Inc)
Assignee. The [The] [Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) confirms that it meets all requirements is (A) a Lender, (B) a parent company and/or an affiliate of [the] [an] Assignor which is at least 50% owned by [the] [an] Assignor or its parent company, (C) a fund that invests in bank loans and is managed by the same investment advisor as a Lender or by an eligible assignee under the Credit Agreement (subject to receipt affiliate of such consents as may be required investment advisor or (D) an Eligible Transferee under Section 13.04(b) of the Credit Agreement), ; (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the [the] [its] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 8.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the [the] [its] Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor or any other Lender, (v) if it is not already a Lender organized under the Credit Agreementlaws of a jurisdiction outside the United States, it has attached to the this Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Lender, attached to the Assignment and Assumption is any tax documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified Lenderit; and (b) agrees that (i) it will, independently and without reliance on upon the Administrative Agent, the Assignor [the][any] Assignor, or any other Lender, Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan DocumentsCredit Agreement; (c) appoints and authorizes each of the Administrative Agent, the Syndication Agent, the Documentation Agent and the Collateral Agent to take such action as agent on its Annex I behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to or otherwise conferred upon the Administrative Agent, the Syndication Agent, the Documentation Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iid) agrees that it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Credit Documents are required to be performed by it as a Lender.
Appears in 2 contracts
Samples: Credit Agreement (Dole Food Co Inc), Credit Agreement (Dole Food Co Inc)
Assignee. The Assignee (a) represents and warrants that (i) it is an Eligible Assignee and has full power and authority, and has taken all action necessary, to execute and deliver this Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an eligible assignee under satisfies the requirements, if any, specified in the Credit Agreement (subject that are required to receipt of such consents as may be required under satisfied by it in order to acquire the Credit Agreement)Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement and the other Loan Documents as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 4.7 thereof 4.01(c) or delivered pursuant to Section 6.1 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor Agent or any other Lender, (v) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Foreign Lender, attached to the Affiliated Lender Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.19 2.17 of the Credit Agreement, duly completed and executed by the Assignee Assignee, (vi) after giving effect to this Affiliated Lender Assignment and Assumption, the aggregate principal amount of all Initial Term Loans and Additional Term Loans then held by all Affiliated Lenders does not exceed the Affiliated Lender Cap (after giving effect to any substantially simultaneous cancellations thereof) and (viiivii) it is not a Disqualified Lender in the case of Holdings or an affiliate any of a Disqualified Lenderits subsidiaries, (1) no Indebtedness incurred under the Revolving Facility or any Additional Revolving Facility has been utilized to fund the purchase of the Assigned Interest and (2) no Default or Event of Default exists at the time of acceptance of bids for any Dutch Auction or the confirmation of any open market purchase; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (ii) it appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent, by the terms thereof, together with such powers as are reasonably incidental thereto, and (iiiii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender. In connection with any Dutch Auction, the Assignor has acknowledged and agreed that in connection with this Assignment and Assumption, (1) the applicable Affiliated Lender or its Affiliates may have, and later may come into possession of, MNPI, (2) the Assignor has independently, without reliance on the applicable Affiliated Lender, the Investors, Holdings, the Borrower, any of their respective subsidiaries, the Administrative Agent, the Arrangers or any of their respective Affiliates, made its own analysis and determination to participate in such assignment notwithstanding the Assignor’s lack of knowledge of the MNPI, (3) none of the applicable Affiliated Lenders, the Investors, Holdings, the Borrower, any of their respective subsidiaries, the Administrative Agent, the Arrangers or any of their respective Affiliates shall have any liability to the Assignor, and the Assignor hereby waives and releases, to the extent permitted by law, any claims it may have against the applicable Affiliated Lender, the Investors, Holdings, the Borrower, each of their respective subsidiaries, the Administrative Agent, the Arrangers and their respective Affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the MNPI and (4) the MNPI may not be available to the Administrative Agent, the Arrangers or the other Lenders. The Assignee agrees that, solely in its capacity as an Affiliated Lender, it will not be entitled to (a) attend (including by telephone) or participate in any meeting or discussions (or portion thereof) among the Administrative Agent or any Lender or among Lenders to which the Loan Parties or their representatives are not invited or (b) receive any information or material prepared by the Administrative Agent or any Lender or any communication by or among the Administrative Agent and one or more Lenders, except to the extent such information or materials have been made available by the Administrative Agent or any Lender to any Loan Party or its representatives (and in any case, other than the right to receive notices of Borrowings, prepayments and other administrative notices in respect of its Initial Term Loans or Additional Term Loans required to be delivered to Lenders pursuant to Article 2 of the Credit Agreement).
Appears in 2 contracts
Samples: Credit Agreement (Wanda Sports Group Co LTD), Credit Agreement (Wanda Sports Group Co LTD)
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not an Affiliate Lender, (iii) it meets all requirements of an eligible assignee Eligible Assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement), (iiiiv) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (ivv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (vi) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 6.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor Agent or any other Lender, (vvii) if it is not already has delivered a Lender under true and complete Administrative Questionnaire substantially in the form of Exhibit E-3 to the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (viiviii) if it is a Non-U.S. Foreign Lender, attached to the Assignment and Assumption hereto is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit Agreement, duly completed and executed by the Assignee Assignee, and (viiiix) it is not a Disqualified Lender “Defaulting Lender” or an affiliate of a “Disqualified Lender”, as such terms are defined in the Credit Agreement; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Form of Assignment and Assumption Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender.
Appears in 2 contracts
Samples: Assignment and Assumption (Tribune Media Co), Intercreditor Agreement (Tribune Publishing Co)
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an eligible assignee under satisfies the requirements, if any, specified in the Credit Agreement (subject and under applicable law that are required to receipt of such consents as may be required under satisfied by it in order to acquire the Credit Agreement)Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 5.01(a)(ii) and Section 5.01(a)(iii) thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor Agent or any other Lender, (v) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified Lender; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, Credit Documents and (ii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Credit Documents are required to be performed by it as a Lender.
Appears in 2 contracts
Samples: Credit Agreement (Robinhood Markets, Inc.), Credit Agreement (Robinhood Markets, Inc.)
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender Bank under the Credit Agreement, (ii) it meets all requirements of an eligible assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender Bank thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender Bank thereunder, (iviii) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 5.04 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest Interest, on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor Agent or any other LenderBank, and (v) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (viiiv) if it is a Non-U.S. LenderPerson (as defined in Section 2.17(g) of the Credit Agreement), attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified LenderAssignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other LenderBank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a LenderBank; and (c) effective on the Effective Date, appoints and authorizes the Administrative Agent to take such action as Administrative Agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto.
Appears in 2 contracts
Samples: Credit Agreement (Avista Corp), Credit Agreement (Avista Corp)
Assignee. The [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets obtained all requirements of an eligible assignee under the Credit Agreement (subject to receipt of such consents consents, if any, as may be required under Section 10.6(a) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by [the][such] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, together with and has received or has been accorded the opportunity to receive copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the [the][such] Assigned Interest on the basis of which and (vi) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent, the Assignor Agent or any other LenderLender and based on such documents and information as it has deemed appropriate, (v) if it is not already a Lender under the Credit Agreement, attached made its own credit analysis and decision to the enter into this Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.19 of the Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified Lenderpurchase [the][such] Assigned Interest; and (b) agrees that (i) it will, independently and without reliance on upon the Administrative Agent, the [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender.
Appears in 2 contracts
Samples: Credit Agreement (Teligent, Inc.), Credit Agreement (Inseego Corp.)
Assignee. The [The] [Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an eligible assignee under the Credit Agreement (subject to receipt of such consents as may be required Eligible Transferee under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 thereof, 7.01(a) thereof as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor or any other Lender, (v) if it is not already a Lender organized under the Credit Agreementlaws of a jurisdiction outside the United States, attached to the this Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified Lender[the] [each] Assignee; and (b) agrees that (i) it will, independently and without reliance on upon the Administrative Agent, the Assignor Syndication Agent, the Assignor, or any other Lender, Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan DocumentsCredit Agreement; (c) appoints and authorizes each of, the Administrative Agent, the Syndication Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Syndication Agent, the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; (iid) confirms that it is (I) a Lender, (II) a parent company and/or an affiliate of the Assignor which is at least 50% owned by the Assignor or its parent company, (III) in the event the Assignor is a fund that invests in bank loans, a fund that invests in bank loans and is managed by the same investment advisor of the Assignor or by an affiliate of such investment advisor or (IV) an Eligible Transferee under Section 12.04(b) of the Credit Agreement; [and] (e) agrees that it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents Credit Agreement are required to be performed by it as a Lender.[; and (f) attaches the forms described in Section 12.04(b) of the Credit Agreement].(15)
Appears in 2 contracts
Samples: Credit Agreement (Dade Behring Holdings Inc), Credit Agreement (Dade Behring Holdings Inc)
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an eligible assignee under satisfies the requirements, if any, specified in the Credit Agreement (subject that are required to receipt of such consents as may be required under satisfied by it in order to acquire the Credit Agreement)Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received and/or had the opportunity to review a copy of the Credit AgreementAgreement to the extent it has in its sole discretion deemed necessary, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 5.01(a) and 5.01(b) thereof, as applicable, and such other documents and information as it has in its sole discretion deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor Agent or any other Lender, and (v) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Foreign Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified LenderAssignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender.
Appears in 2 contracts
Samples: Agreement (Sunoco Inc), Amendment and Restatement Agreement (Sunoco Inc)
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an eligible assignee under satisfies the requirements, if any, specified in the Credit Agreement (subject that are required to receipt of such consents as may be required under satisfied by it in order to acquire the Credit Agreement)Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and it is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 5.01(a) and 5.01(b) thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which Interest, (vi) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent, the Assignor Agent or any other LenderLender and based on such documents and information as it deems appropriate, (v) if it is not already a Lender under the Credit Agreement, attached made its own credit analysis and decision to the enter into this Assignment and Assumption an Administrative Questionnaireand to purchase the Assigned Interest, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified LenderAssignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations that which, by the terms of the Loan Documents Documents, are required to be performed by it as a Lender.
Appears in 2 contracts
Samples: Credit Agreement (Cabot Corp), Credit Agreement (Cabot Corp)
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender Purchaser under the Credit Note Purchase Agreement, (ii) it meets all requirements of an eligible assignee under satisfies the Credit requirements, if any, specified in the Note Purchase Agreement (subject that are required to receipt of such consents as may be required under satisfied by it in order to acquire the Credit Agreement)Assigned Interest and become a Purchaser, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Note Purchase Agreement as a Lender Purchaser thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender Purchaser thereunder, (iv) it has received a copy of the Credit Note Purchase Agreement, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor any arranger or any other LenderPurchaser or their respective Related Parties, and (v) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit Note Purchase Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified LenderAssignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, any arranger, the Assignor or any other LenderPurchaser or their respective Related Parties, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Notes Documents, and (ii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Notes Documents are required to be performed by it as a LenderPurchaser; and (c) makes each of the representations and warranties applicable to a Purchaser under Article VIII of the Note Purchase Agreement.
Appears in 1 contract
Samples: Note Purchase Agreement (B. Riley Principal Merger Corp.)
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Term Loan Agreement, (ii) it meets all requirements of an eligible assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Term Loan Agreement and the other Loan Documents and other instruments or documents furnished pursuant thereto as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (iv) it has received a copy of the Credit Term Loan Agreement, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Article 4 or Section 6.1 thereof6.01 of the Term Loan Agreement, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor Agent or any other Lender, (v) if it is not already a Lender under the Credit Term Loan Agreement, attached to the Assignment and Assumption an Administrative Questionnaireis a completed administrative questionnaire, (vi) subject to Section 10.06(b) of the Term Loan Agreement, the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, unless waived by the Administrative Agent in its sole discretion, (vii) if it is a Non-U.S. Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.19 3.01 of the Credit Term Loan Agreement, duly completed and executed by the Assignee and Assignee, (viii) it no Event of Default has occurred or is continuing and (ix) after giving effect to such assignment, the aggregate principal amount of Term Loans held at any one time by Affiliated Lenders shall not a Disqualified Lender or an affiliate exceed 20% of a Disqualified Lenderthe aggregate principal amount of all Term Loans at such time outstanding (calculated as of the date of such purchase); and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations that by the terms of the Loan Documents are required to be performed by it as a Lender; and (c) agrees that it shall at all times be subject to the applicable voting restrictions set forth in Section 10.06(b)(vii)(E).
Appears in 1 contract
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the 364-Day Revolving Credit Agreement, (ii) it meets all requirements of an eligible assignee under the 364-Day Revolving Credit Agreement (subject to receipt of such consents as may be required under the 364-Day Revolving Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the 364-Day Revolving Credit Agreement and the other Loan Documents as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decisions to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the 364-Day Revolving Credit Agreement, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 6.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor Agent or any other Lender, (v) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Foreign Lender, attached to the Assignment and Assumption hereto is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the 364-Day Revolving Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified LenderAssignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender.
Appears in 1 contract
Samples: 364 Day Revolving Credit Agreement (Donaldson Co Inc)
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Loan Agreement, (ii) it meets all requirements of an eligible assignee under satisfies the Credit requirements, if any, specified in the Loan Agreement (subject that are required to receipt of such consents as may be required under satisfied by it in order to acquire the Credit Agreement)Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Loan Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received and/or had the opportunity to review a copy of the Credit AgreementLoan Agreement to the extent it has in its sole discretion deemed necessary, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 5.01(a), 5.01(b) or 5.01(c) thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor or any other Lender, Lender and (v) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Foreign Lender, attached to the this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit Loan Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified Lender; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor (including its representations and warranties) or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (ii) appoints and authorizes each of the Administrative Agent and the Collateral Agent to take such action as agents on its behalf and to exercise such powers under the Loan Agreement and other Loan Documents as are delegated to or otherwise conferred upon the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto and (iiiii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender.
Appears in 1 contract
Samples: Loan Agreement (Supermedia Inc.)
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements of to be an eligible assignee under the Credit Agreement (subject to receipt Section 10.7(b)(v) of such consents as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, together with and has received or has been accorded the opportunity to receive copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which Interest, (vi) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent, the Assignor Agent or any other LenderLender and based on such documents and information as it has deemed appropriate, (v) if it is not already a Lender under the Credit Agreement, attached made its own credit analysis and decision to the enter into this Assignment and Assumption an Administrative Questionnaireand to purchase the Assigned Interest, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Foreign Lender, attached to the Assignment and Assumption hereto is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified LenderAssignee; and (b) agrees that (i) it will, independently and without reliance on upon the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender.
Appears in 1 contract
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an eligible assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement)Eligible Assignee, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, together with and has received or has been accorded the opportunity to receive copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 6.01(a) or Section 6.01(b) thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which Interest, (vi) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent, the Assignor Agent or any other LenderLender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest, (vvii) if it has reviewed the DQ List and it is not already a Lender under the Credit Agreement, attached to the Assignment Disqualified Institution and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (viiviii) if it is a Non-U.S. Foreign Lender, attached to the Assignment and Assumption hereto is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified LenderAssignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender. 2.
Appears in 1 contract
Samples: Credit Agreement (Ansys Inc)
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets satisfies all of the requirements of an eligible assignee under Eligible Assignee and any other requirements specified in the Credit Agreement (subject that are required to receipt of such consents as may be required under satisfied by it in order to acquire the Credit Agreement)Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received and/or had the opportunity to review a copy of the Credit AgreementAgreement to the extent it has in its sole discretion deemed necessary, together with copies of the most recent financial statements delivered pursuant to Section 5.01(a) and Section 5.01(b) thereof (or, prior to the first such delivery, the financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 3.04(a) thereof), as applicable, and such other documents and information as it has in its sole discretion deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor Agent or any other Lender, (v) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified LenderAssignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (ii) it appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to or otherwise conferred upon the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto and (iiiii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender; (c) acknowledges and agrees that, as a Lender, it may receive confidential information concerning the Company and its Affiliates and agrees to use such information in accordance with Section 10.12 of the Credit Agreement; (d) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof; and (e) shall pay to the Administrative Agent an assignment fee to the extent required to be paid by the Assignee or Assignor under Section 10.04(c)(iii) of the Credit Agreement.
Appears in 1 contract
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption Acceptance and to consummate the transactions contemplated hereby and to become a Lender Holder under the Credit AgreementPromissory Note, (ii) it meets all requirements of an eligible assignee under satisfies the Credit Agreement (subject requirements, if any, specified in the Promissory Note that are required to receipt of such consents as may be required under satisfied by it in order to acquire the Credit Agreement)Assigned Interest and become a Holder, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement Promissory Note as a Lender Holder thereunder and by the provisions of the Pledge Agreement, dated as of December 31, 2008, by and between the Borrower and the Assignor (the “Pledge Agreement”), and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, Holder under the Promissory Note and a Beneficiary under the Pledge Agreement and (iv) it has received a copy of the Credit Promissory Note and the Pledge Agreement, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Acceptance and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor or any other Lender, (v) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.19 of the Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified LenderAssignor; and (b) agrees that (i) it will, independently and without reliance on the Administrative AgentAssignor and, the Assignor or any other Lender, and based on such documents documentation and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan DocumentsPromissory Note and the Pledge Agreement, and (ii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents Promissory Note and the Pledged Agreement are required to be performed by it as a LenderHolder.
Appears in 1 contract
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets satisfies all of the requirements of an eligible assignee under Eligible Assignee and any other requirements specified in the Credit Agreement (subject that are required to receipt of such consents as may be required under satisfied by it in order to acquire the Credit Agreement)Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received and/or had the opportunity to review a copy of the Credit AgreementAgreement to the extent it has in its sole discretion deemed necessary, together with copies of the most recent financial statements delivered pursuant to Section 5.01(a) and Section 5.01(b) thereof (or, prior to the first such delivery, the financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 3.04(a) thereof), as applicable, and such other documents and information as it has in its sole discretion deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor Agent or any other Lender, (v) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified LenderAssignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (ii) it appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to or otherwise conferred upon the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto and (iiiii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender; (c) acknowledges and agrees that, as a Lender, it may receive confidential information concerning the Borrower and its Affiliates and agrees to use such information in accordance with Section 10.12 of the Credit Agreement; (d) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof; and (e) shall pay to the Administrative Agent an assignment fee to the extent required to be paid by the Assignee or Assignor under Section 10.04(c)(iii) of the Credit Agreement.
Appears in 1 contract
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an eligible assignee under satisfies the requirements, if any, specified in the Credit Agreement (subject that are required to receipt of such consents as may be required under satisfied by it in order to acquire the Credit Agreement)Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received and/or had the opportunity to review a copy of the Credit AgreementAgreement to the extent it has in its sole discretion deemed necessary, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 5.01(a) and 5.01(b) thereof, as applicable, and such other documents and information as it has in its sole discretion deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor Agent or any other Lender, and (v) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Foreign Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified LenderAssignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender.. EXHIBIT C
Appears in 1 contract
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender Bank under the Credit Facility Agreement, (ii) it meets all requirements of an eligible assignee under satisfies the Credit requirements, if any, specified in the Facility Agreement (subject that are required to receipt of such consents as may be required under satisfied by it in order to acquire the Credit Agreement)Assigned Interest and become a Bank, (iii) from and after the Effective DateDate specified in this Assignment and Assumption, it shall be bound by the provisions of the Credit Facility Agreement as a Lender Bank thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender Bank thereunder, (iv) it has received a copy of the Credit Facility Agreement, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 thereof, as applicable, 5.01 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor Agent or any other LenderBank, and (v) if it is not already a Lender Bank organized under the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received laws of a processing and recordation fee of $3,500 as jurisdiction outside of the Effective Date, (vii) if it is a Non-U.S. LenderUnited States, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit Facility Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified LenderAssignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other LenderBank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a LenderBank.
Appears in 1 contract
Samples: Letter of Credit Facility Agreement (Sunpower Corp)
Assignee. The [The] [Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) confirms that it meets all requirements is (A) a Lender, (B) an Affiliate of a Lender or (C) an eligible assignee Eligible Transferee under the Credit Agreement (subject to receipt Section 13.04(b) of such consents as may be required under the Credit Agreement), ; (iii) confirms that it is not a Disqualified Institution (the Administrative Agent may conclusively rely on such representation, without the duty to investigate); (iv) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the [the][its] Assigned Interest, shall have the obligations of a Lender thereunder, (ivv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 9.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the [the][its] Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor or any other Lender, (v) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent it has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Lender, attached to this Assignment any tax documentation (including the Assignment and Assumption is IRS Forms, any documentation FATCA documentation, and, if applicable, a Section 5.04(b)(ii) Certificate) required to be delivered by it pursuant to Section 2.19 the terms of the Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified Lenderit; and (b) agrees that (i) it will, independently and without reliance on upon the Administrative Agent, the Assignor [the][each] Assignor, or any other Lender, Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan DocumentsCredit Agreement; (c) appoints and authorizes each of the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to or otherwise conferred upon the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iid) agrees that it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Credit Documents are required to be performed by it as a Lender.. Table of Contents Annex 1 to Exhibit J-1
Appears in 1 contract
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an eligible assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (iv) it has received a copy of the Credit Agreement, together with and has received or has been accorded the opportunity to receive copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 Sections 5.05 or 6.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor Agent or any other Lender, (v) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption an Administrative QuestionnaireQuestionnaire in the form of Exhibit J to the Credit Agreement, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. US Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.19 10.15 of the Credit Agreement, duly completed and executed by the Assignee Assignee; (vii) it is an Affiliated Lender pursuant to Section 10.07(k) of the Credit Agreement; and (viii) it is after giving affect to its purchase and assumption of the Assigned Interest, the aggregate principal amount of all Loans held by Affiliated Lenders will not a Disqualified Lender or an affiliate exceed 25% of a Disqualified Lenderthe aggregate principal amount of all Loans and Commitments outstanding under the Credit Agreement; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations that by the terms of the Loan Documents are required to be performed by it as a Lender.
Appears in 1 contract
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an eligible assignee under satisfies the requirements, if any, specified in the Credit Agreement (subject that are required to receipt of such consents as may be required under satisfied by it in order to acquire the Credit Agreement)Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received and/or had the opportunity to review a copy of the Credit AgreementAgreement to the extent it has in its sole discretion deemed necessary, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 5.01(a) and Section 5.01(b) thereof, as applicable, and such other documents and information as it has in its sole discretion deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor Agent or any other Lender, and (v) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Lender, attached to the this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified LenderAssignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents; (c) appoints and authorizes each of the Administrative Agent and the Syndication Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to or otherwise conferred upon the Administrative Agent or the Syndication Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iid) agrees that it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender.
Appears in 1 contract
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an eligible assignee under satisfies the requirements, if any, specified in the Credit Agreement (subject that are required to receipt of such consents as may be required under satisfied by it in order to acquire the Credit Agreement)Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received and/or had the opportunity to review a copy of the Credit AgreementAgreement to the extent it has in its sole discretion deemed necessary, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 5.01(a) and Section 5.01(b) thereof, as applicable, and such other documents and information as it has in its sole discretion deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor Agent or any other Lender, and (v) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Lender, attached to the this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified LenderAssignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the any Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents; (c) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to or otherwise conferred upon the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (iid) agrees that it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender.
Appears in 1 contract
Samples: Master Assignment and Assumption And (Fluence Energy, Inc.)
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the 5-Year Credit Agreement, (ii) it meets all requirements of an eligible assignee under satisfies the requirements, if any, specified in the 5-Year Credit Agreement (subject that are required to receipt of such consents as may be required under satisfied by it in order to acquire the Credit Agreement)Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the 5-Year Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the 5-Year Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof (or if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 6.01(a) or (b), the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 thereof3.02), as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor Agent or any other Lender, and (v) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Lender, attached to the this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the 5-Year Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified LenderAssignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan DocumentsCredit Agreement, and (ii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents Credit Agreement are required to be performed by it as a Lender.
Appears in 1 contract
Assignee. The [The] [Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) confirms that it meets all requirements is (A) a Lender or an Affiliate of a Lender which is at least 50% owned by such Lender or its parent company, (B) a parent company and/or an eligible assignee under Affiliate of [the][each] Assignor which is at least 50% owned by [the][each] Assignor or its parent company, (C) a fund that invests in loans and is managed or advised by the Credit Agreement (subject to receipt same investment advisor as a Lender or by an Affiliate of such consents as may be required investment advisor or (D) an Eligible Assignee under Section 10.1B of the Credit Agreement), ; (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the [the][its] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the [the][its] Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor or any other Lender, (v) if it is not already a Lender organized under the Credit Agreementlaws of a jurisdiction outside the United States, it has attached to the this Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Lender, attached to the Assignment and Assumption is any tax documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified Lenderit; and (b) agrees that (i) it will, independently and without reliance on upon the Administrative Agent, the Assignor [the][each] Assignor, or any other Lender, Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (c) appoints and authorizes each of the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan DocumentsDocuments as are delegated to or otherwise conferred upon the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iid) agrees that it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender.
Appears in 1 contract
Samples: Credit Agreement (Alliance HealthCare Services, Inc)
Assignee. The Assignee (a) represents and warrants that (i) it is an Eligible Transferee and has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Loan Agreement, (ii) it meets all requirements of an eligible assignee under satisfies the Credit requirements, if any, specified in the Loan Agreement (subject that are required to receipt of such consents as may be required under satisfied by it in order to acquire the Credit Agreement)Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Loan Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Loan Agreement, together with copies of the most recent financial statements referred to in Section 4.7 thereof 4.1(m) or delivered pursuant to Section 6.1 9.6 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Acceptance and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor Collateral Agent or any other Lender, and (v) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Foreign Lender, attached to the Assignment and Assumption Acceptance is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit Loan Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified LenderAssignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor Assignor, the Collateral Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Financing Agreements, (ii) it appoints and authorizes the Administrative Agent and the Collateral Agent to take such action on its behalf and to exercise such powers under the Loan DocumentsAgreement as are delegated to the Administrative Agent and the Collateral Agent, as applicable, by the terms thereof, together with such powers as are reasonably incidental thereto, and (iiiii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents Financing Agreements are required to be performed by it as a Lender.. [The Assignee acknowledges and agrees to, and hereby confirms the satisfaction of, the requirements set forth in Section 15.7(g) or 15.7(h) of the Loan Agreement [and such Assignee affirms the No Undisclosed Information Representation](5).](6)
Appears in 1 contract
Samples: Loan and Security Agreement (CPG International Inc.)
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an eligible assignee under satisfies the requirements, if any, specified in the Credit Agreement (subject that are required to receipt of such consents as may be required under satisfied by it in order to acquire the Credit Agreement)Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 4.7 thereof 4.01 of the Credit Agreement or delivered pursuant to Section 6.1 thereof, as applicable5.01 of the Credit Agreement, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Acceptance and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor or any other Lender, Lender and (v) if it is not already a Lender organized under the Credit Agreementlaws of a jurisdiction outside the United States, attached to the this Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Lender, attached to the Assignment and Assumption Acceptance is any documentation required to be delivered by it pursuant to Section 2.19 2.15(e) of the Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified LenderAssignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations that which by the terms of the Credit Agreement and any other Loan Documents Document that are required to be performed by it as a Lender; and (c) on behalf of itself and its Approved Funds hereby releases and forever discharges the Borrower and Credit Suisse First Boston (in its individual capacity and as Administrative Agent under the Existing Credit Agreement), and their respective directors, officers, employees, attorneys, agents and affiliates from any and all claims, actions, causes of action, demands, obligations, and liabilities of every nature and reason in any way arising out of or in connection with the Existing Credit Agreement (including, without limitation, any claims, actions, causes of action, demands, obligations, or liabilities arising out of, or in any way connected with, Section 2.7 or 9.1 of the Existing Credit Agreement). The Assignee further represents and warrants to the Borrower and Credit Suisse First Boston that any Approved Fund of the Assignee, if any, which was a party to the Existing Credit Agreement has executed and delivered to the Borrower a written release consistent with the terms of clause (c) above.
Appears in 1 contract
Samples: Credit Agreement (Aquila Inc)
Assignee. The [Each] [The] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an eligible assignee under the Credit Agreement (subject to receipt of such consents as may be required Eligible Assignee under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 7.1 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor or any other Lender, (v) has sent to Borrower if it is not already a Lender under the Credit Agreement, required to be delivered to Borrower or attached to the this Assignment and Assumption an Administrative Questionnaire, (vi) the if required to be delivered to Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it to Borrower and/or Administrative Agent pursuant to Section 2.19 the terms of the Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified Lender[the] [each such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the [the] [each such] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (ii) appoints and authorizes each of the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to or otherwise conferred upon the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iiiii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender.
Appears in 1 contract
Samples: Credit Agreement (Huntsman CORP)
Assignee. The [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) confirms that it meets all requirements is [an Eligible Transferee under Section 13.04(c) of an eligible assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement), ]; (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the [the][its] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 thereof, as applicable, Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the [the][its] Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor or any other Lender, (v) if it is not already a Lender under the Credit Agreement, has attached to this Assignment any tax documentation (including without limitation the Assignment IRS Forms and Assumption an Administrative Questionnaireany FATCA documentation, (vi) the Administrative Agent has received and, if applicable, a processing and recordation fee of $3,500 U.S. Tax Compliance Certificate as of the Effective Date, (vii) if it is a Non-U.S. Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.19 of the Credit Agreement5.04(f)(ii)(B)(c) or (d), duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified Lenderit; and (b) agrees that (i) it will, independently and without reliance on upon the Administrative Agent, the Assignor [the][each] Assignor, or any other Lender, Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan DocumentsCredit Agreement; (c) appoints and authorizes each of the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to or otherwise conferred upon the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (iid) agrees that it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Credit Documents are required to be performed by it as a Lender.
Appears in 1 contract
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and Assumption, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an eligible assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 thereof, as applicable, 5.01 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor Agent or any other Lender, (v) if it is not already it’s a Lender under the Credit Agreementthat is a U.S. Person, attached to the Assignment hereto is an executed original of IRS Form W‑9 certifying that such Lender is exempt from U.S. Federal backup withholding tax and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Foreign Lender, attached to the Assignment and Assumption hereto is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified LenderAssignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan DocumentsCredit Agreement, and (ii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents Credit Agreement are required to be performed by it as a Lender.
Appears in 1 contract
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an eligible assignee under satisfies the requirements, if any, specified in the Credit Agreement (subject that are required to receipt of such consents as may be required under satisfied by it in order to acquire the Credit Agreement)Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received and/or had the opportunity to review a copy of the Credit AgreementAgreement to the extent it has in its sole discretion deemed necessary, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 5.01(a) and 5.01(b) thereof, as applicable, and such other documents and information as it has in its sole discretion deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor Agent or any other Lender, and (v) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Lender, attached to the this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified LenderAssignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents; (c) appoints and authorizes each of the Administrative Agent and the Syndication Agents to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to or otherwise conferred upon the Administrative Agent or the Syndication Agents, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iid) agrees that it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender, including compliance with the confidentiality provisions of Section 11.12.
Appears in 1 contract
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an eligible assignee under satisfies the requirements, if any, specified in the Credit Agreement (subject that are required to receipt of such consents as may be required under satisfied by it in order to acquire the Credit Agreement)Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the rights and obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof (or, prior to the first such delivery, the financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 3.04 thereof, as applicable), and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor Agent or any other Lender, (v) if it is not already a Lender under the Credit Agreementthat is a U.S. Person, attached to the Assignment and Assumption hereto is an Administrative Questionnaireexecuted original of IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding tax, (vi) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including Section 2.15 (e) thereof), duly completed and executed by the Assignee and (vii) the Administrative Agent has received a processing and recordation fee of $3,500 (unless waived or reduced in the sole discretion of the Administrative Agent) as of the Effective Date, (vii) if it is a Non-U.S. Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.19 of the Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified Lender; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender.
Appears in 1 contract
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an eligible assignee under satisfies the requirements, if any, specified in the Credit Agreement (subject and under applicable law that are required to receipt of such consents as may be required under satisfied by it in order to acquire the Credit Agreement)Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor any arranger or any other LenderLender and their respective Related Parties, and (v) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified LenderAssignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, any arranger, the Assignor or any other LenderLender or their respective Related Parties, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (ii) it appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent and (iiiii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender.Lender or Secured Party. EXHIBIT A
Appears in 1 contract
Samples: Intercreditor Agreement (Rivian Automotive, Inc. / DE)
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreementhereby, (ii) it meets all requirements of an eligible assignee under satisfies the Credit requirements, if any, specified in the Loan Agreement (subject that are required to receipt of such consents as may be required under satisfied by it in order to acquire the Credit Agreement)Assigned Interest, (iii) from and after it is a Purchasing Borrower Party (as defined in the Effective Date, it shall be bound by the provisions Loan Agreement); (iv) as of the Credit Agreement as a Lender thereunder and, date hereof the Assignee does not have any MNPI with respect to any Loan Party that either (A) has not been disclosed to the extent Lenders (other than Lenders that do not wish to receive MNPI with respect to any of the Assigned InterestLoan Parties) on or prior to the date of any initiation of an Auction by such Purchasing Borrower Party or (B) if not disclosed to the Lenders, shall could reasonably be expected to have a material effect upon, or otherwise be material (1) to a Lender’s decision to assign its Term Loans to the obligations Assignee or (2) to the market price of a Lender thereunder, the Term Loans; (ivv) it has received a copy of the Credit Loan Agreement, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor Agent or any other Lender, (v) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit Loan Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified LenderAssignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations that by the terms of the Loan Documents are required to be performed by it as a Lender.. 21Exhibit H-2 4878-5947-9875.2 US-DOCS\137844235.6
Appears in 1 contract
Assignee. The Assignee (a) repeats each Lender acknowledgment set forth in Section 9.05 of the Credit Agreement; (b) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all satisfies the requirements of an eligible assignee under specified in the Credit Agreement (subject that are required to receipt be satisfied by it in order to acquire the Assigned Interest and become a Lender and upon becoming a Lender as of such consents as may be required under the Credit Agreement)Effective Date, it is not a Defaulting Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received and/or had the opportunity to review a copy of the Credit AgreementAgreement to the extent it has in its sole discretion deemed necessary, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 5.01 thereof, as applicable, and such other documents and information as it has in its sole discretion deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor Agent or any other Lender, and (v) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit Agreement, duly completed and executed by the Assignee and Assignee; (viii) it is not a Disqualified Lender or an affiliate of a Disqualified Lender; and (bc) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender; and (d) appoints and authorizes (i) the Administrative Agent and (ii) the Collateral Agent to take such action as agent in their respective capacities on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Loan Documents and any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent and the Collateral Agent, as applicable, by the terms thereof, together with such powers as are incidental thereto. 18RBC Capital Markets is a brand name for the capital markets activities of Royal Bank of Canada and its affiliates.
Appears in 1 contract
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an eligible assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 5.04 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Acceptance and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor Agent or any other Lender, (v) if it is not already a foreign Lender under subject to the terms of Section 2.20 of the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Lender, attached to the Assignment and Assumption Acceptance is any documentation required to be delivered by it pursuant to Section 2.19 of the terms the Credit Agreement, duly completed and executed by the Assignee Assignee, [and] (vi) it meets the requirements under the Credit Agreement to be an Eligible Assignee[, and (viiivii) it is not a Disqualified Lender, an Affiliate of a Lender or an affiliate of a Disqualified Lender; Related Fund]8 and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, Documents and (ii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender. 8 Insert if applicable.
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Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an eligible assignee Eligible Assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 5.03 (b), (c) and (d) thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor Agent or any other Lender, (v) if it is was not already a Lender under the Credit Agreement, attached to hereto is its Administrative Questionnaire duly completed by the Assignment Assignee, and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. LenderPerson organized under the laws of a country other than the United States of America, attached to the Assignment and Assumption hereto is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified LenderAssignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender.
Appears in 1 contract
Samples: Credit Agreement (Davita Inc)
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an eligible assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 7.3.1 [Quarterly Financial Statements] or Section 7.3.2 [Annual Financial Statements] thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor Agent or any other Lender, and (v) if it is not already a Lender incorporated under the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as laws of the Effective Date, (vii) if it is United States of America or a Non-U.S. Lenderstate thereof, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified LenderAssignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender.
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Assignee. The Assignee (a) The Assignee represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent (or if previously agreed with the Administrative Agent, manually execute and deliver to the Administrative Agent) and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements is a [Affiliated Lender][Purchasing Borrower Party] pursuant to Section [9.4(e)][9.4(g)] of an eligible assignee under the Credit Agreement, (iii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (subject iv) it is sophisticated with respect to receipt decisions to acquire assets of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such consents as may be required under the Credit Agreement)type, (iiiv) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (ivvi) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 4.7 thereof 3.1 or delivered pursuant to Section 6.1 5.1 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor Agent or any other Lender, (vvii) if it is not already a Disqualified Lender under or the Credit Agreement, attached to the Assignment Affiliate of a Disqualified Lender and Assumption an Administrative Questionnaire, (viviii) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified Lender; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations that by the terms of the Loan Documents are required to be performed by it as a LenderAssignee.
Appears in 1 contract
Samples: Credit Agreement (Foundation Building Materials, Inc.)
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an eligible assignee under satisfies the requirements, if any, specified in the Credit Agreement (subject that are required to receipt of such consents as may be required under satisfied by it in order to acquire the Credit Agreement)Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement and the other Loan Documents as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit AgreementAgreement and the other Loan Documents, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 5.05 of the Credit Agreement thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Acceptance and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor Agent or any other Lender, and (v) if it is not already a Lender organized under the Credit Agreementlaws of a jurisdiction outside the United States, attached to the this Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Lender, attached to the Assignment and Assumption Acceptance is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified LenderAssignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documentsdecisions, and (ii) it will perform in accordance with their terms all of the obligations that which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender. 1 Capitalized terms used in this Assignment and Acceptance and not otherwise defined herein have the meanings specified in the Five-Year Credit Agreement dated as of February 28, 2014 (as amended, supplemented or otherwise modified” from time to time, the Credit Agreement”), among Xxxxxxx Company, the Borrowing Subsidiaries, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Kellogg Co)
Assignee. The [The] [Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, ; (ii) confirms that it meets all requirements is (A) a Lender, (B) a parent company and/or an affiliate of the Assignor which is at least 50% owned by the Assignor or its parent company, (C) a fund that invests in bank loans and is managed by the same investment advisor as a Lender or by an eligible assignee under the Credit Agreement (subject to receipt affiliate of such consents as may be required investment advisor or (D) an Eligible Transferee under Section 13.04(b) of the Credit Agreement), ; (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the rights and obligations of a Lender thereunder, ; (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 7.05 or Section 8.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently decision; and without reliance on the Administrative Agent, the Assignor or any other Lender, (v) if it is not already a Lender under the Credit Agreement, attached to the this Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Lender, attached to the Assignment and Assumption is any tax documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified Lender[the] [each such] Assignee; and (b) agrees that (i) it will, independently and without reliance on upon the Administrative Agent, the Assignor [the][each] Assignor, or any other Lender, Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan DocumentsCredit Agreement; (c) appoints and authorizes each of the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to or otherwise conferred upon the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iid) agrees that it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Credit Documents are required to be performed by it as a Lender.
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Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Term Loan Credit Agreement, (ii) it meets all requirements of an eligible assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement)Eligible Assignee, (iii) from and after the Effective Date, it shall be bound by the provisions of the Term Loan Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Term Loan Credit Agreement, together with and has received or has been accorded the opportunity to receive copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 6.01 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which Interest, (vi) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent, the Assignor Agent or any other LenderLender and based on such documents and information as it has deemed appropriate, (v) if it is not already a Lender under the Credit Agreement, attached made its own credit analysis and decision to the enter into this Assignment and Assumption an Administrative Questionnaireand to purchase the Assigned Interest, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Foreign Lender, attached to the Assignment and Assumption hereto is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the Term Loan Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified LenderAssignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender.
Appears in 1 contract
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an eligible assignee under satisfies the requirements, if any, specified in the Credit Agreement (subject that are required to receipt of such consents as may be required under satisfied by it in order to acquire the Credit Agreement)Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received and/or had the opportunity to review a copy of the Credit AgreementAgreement to the extent it has in its sole discretion deemed necessary, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 5.01 thereof, as applicable, and such other documents and information as it has in its sole discretion deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor Agent or any other Lender, and (v) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.19 the terms of the Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified LenderAssignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender.
Appears in 1 contract
