Common use of Assignee Clause in Contracts

Assignee. [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 the requirements to be an Eligible Assignee under the Credit Agreement (subject to such consents, if any, 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 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, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] 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 Assumption and to purchase [the][such] Assigned Interest, and (vii) 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, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon 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, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Appears in 5 contracts

Samples: Bridge Credit Agreement (Analog Devices Inc), Credit Agreement (Analog Devices Inc), Credit Agreement (Analog Devices Inc)

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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 and the Co-Lender Agreement, (ii) it meets all the requirements to be an Eligible Assignee assignee under the Credit Co-Lender Agreement (subject to such consents, if any, as may be required under the Credit Agreementthereunder), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement and the Co-Lender Agreement as a Lender thereunder and, to the extent of [the][the relevant] 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][such] the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement and the Co-Lender Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereofby the Borrower and other obligors, as applicable, delivered pursuant thereto and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] 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 Assumption and to purchase [the][such] the Assigned Interest, ; and (vii) if it is a Foreign Lender, attached hereto to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] the Assignee; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] 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 which by the terms of the Loan Documents are required to be performed by it as a Lender.

Appears in 5 contracts

Samples: Lender Agreement, www.bostonfed.org, www.davispolk.com

Assignee. [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 the requirements to be an Eligible Assignee assignee under Section 13.3.1 of the Credit Agreement (subject to such consents, if any, as may be required under Section 13.3.1 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 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, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 7.2 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Acceptance and to purchase [the][such] Assigned Interest, (viiv) it has, 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 it own credit analysis and decision to enter into this Assignment and Assumption Acceptance and to purchase [the][such] Assigned Interest, and (vii) 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, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon 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, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Appears in 4 contracts

Samples: Loan Agreement (Cedar Shopping Centers Inc), Loan Agreement (Cedar Shopping Centers Inc), Loan Agreement (Cedar Shopping Centers 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 Master 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 to be an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may be required under 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][the relevant] 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][such] the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire [the][such] the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements referred to in Section 3.1 or delivered pursuant to Section 6.01 5.1 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Master Assignment and Assumption and to purchase [the][such] the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Administrative Agent or any other Lender, (vi) it is not a Disqualified Lender or an Affiliate of a Disqualified Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision (viii) attached to enter into this the Master Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) 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, duly completed and executed by [the][such] Assignee; the Assignee and (b) agrees that (i) it will, independently and without reliance upon the Administrative on any Agent, [the][any] 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) that it appoints and authorizes the Agents to take such action on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Agents 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 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 (Herbalife Nutrition Ltd.), Credit Agreement (Herbalife Nutrition Ltd.), Credit Agreement (Herbalife Nutrition Ltd.)

Assignee. [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 the requirements to be of an Eligible Assignee under the Credit Agreement (subject to receipt of such consents, if any, 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 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, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 7.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] 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 Assumption and to purchase [the][such] Assigned Interest, and (vii) 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, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon 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, and (ii) it will perform in accordance with their terms all of the obligations 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 (Tech Data Corp), Assignment and Assumption (Tech Data Corp), Credit Agreement (Tech Data 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 Agreement, (ii) it meets all the requirements to be of an Eligible Assignee under the Credit Agreement (subject to receipt of such consents, if any, consents as may be required under the Credit Agreement), (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) 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 relevant] the Assigned Interest, shall have (in addition to any such rights and obligations otherwise held by it) 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, Agreement and has received received, or has been accorded afforded the opportunity to receive receive, copies of the most recent financial statements delivered pursuant to Section 4.04 or Section 6.01 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] the Assigned Interest, (vi) it has, has made such analysis and decision independently and without reliance upon on the Administrative Agent or any other Lender Lender, and based on such documents documentation 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][such] the Assigned Interest, and (vii) 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, duly completed and executed by [the][such] the Assignee; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] 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 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 (Metlife Inc), Assignment and Assumption (Metlife Inc), Assignment and Assumption (Metlife 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 Assumption, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all satisfies the requirements to be an Eligible Assignee under specified in the Credit Agreement (subject to such consents, if any, as may be required under including in Section 9.04(h) of the Credit 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][the relevant] 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][such] the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of together with the most recent financial statements delivered pursuant to Section 6.01 5.01 thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.04 thereof, as applicable), and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] the Assigned InterestInterest 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, (vi) if it hasis a Lender that is a U.S. Person, independently and without reliance upon the Administrative Agent or any other attached hereto is an executed original of IRS Form W-9 certifying that such Lender and based on such documents and information as it has deemed appropriateis exempt from U.S. Federal backup withholding tax, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit AgreementAgreement (including Section 2.16(f) thereof), duly completed and executed by [the][such] the Assignee; , and (viii) it is an Eligible Assignee, and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] 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 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][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 satisfies the requirements to be an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may be required under 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 thereunder, (iii) it is not a Disqualified Lender, a natural person or an Affiliated Lender, (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 relevant] Assigned Interestprovided in this Assignment and Assumption, shall have the rights and obligations of a Lender thereunderunder the Credit Agreement, (ivv) it is sophisticated with respect to decisions to acquire assets of the type represented by [the][such] the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire [the][such] the Assigned Interest, is experienced in acquiring assets of such type, (vvi) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicableof the Credit Agreement, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Administrative Agent Agent, the Assignor or any other Lender and based on such documents and information as it has deemed appropriateLender, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is not already a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of Lender under the Credit Agreement, duly completed attached to this Assignment and executed Assumption is an Administrative Questionnaire as required by [the][such] Assignee; the Credit Agreement and (viii) 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 and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] 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 which by the terms of the Loan Documents are required to be performed by it as a Lender, including its obligations pursuant to Section 3.01 of the Credit Agreement.

Appears in 4 contracts

Samples: Assignment and Assumption (Vine Resources Inc.), Assignment and Assumption (Vine Resources Inc.), Assignment and Assumption (Vine Resources Inc.)

Assignee. [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 the requirements to be an Eligible Assignee assignee under Section 9.4 of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.4 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 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, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 5.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Acceptance and to purchase [the][such] 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 Assumption Acceptance and to purchase [the][such] Assigned Interest, and (vii) 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, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon 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, and (ii) it will perform in accordance with their terms all of the obligations 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 (Borgwarner Inc), Credit Agreement (Borgwarner Inc), Credit Agreement (Borgwarner 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 is not a Competitor and it meets all the requirements to be of an Eligible Assignee under the Credit Agreement (subject to receipt of such consents, if any, 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 relevant] 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][such] the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section Sections 5.05 or 6.01 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Administrative Agent or any other Lender, (vi) if it is not already a Lender and based on such documents and information as it has deemed appropriateunder the Credit Agreement, made its own credit analysis and decision attached to enter into this the Assignment and Assumption and an Administrative Questionnaire in the form of Exhibit J to purchase [the][such] Assigned Interestthe Credit Agreement, and (vii) if it is a Foreign Non-US Lender, attached hereto to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms Section 10.15 of the Credit Agreement, duly completed and executed by [the][such] the Assignee; and (viii) it is not an Affiliated Lender and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] 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 which 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 (Quintiles Transnational Holdings Inc.), Credit Agreement (Quintiles Transnational Holdings Inc.), Credit Agreement (Dunkin' Brands Group, 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 satisfies the requirements to be an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may be required under 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][the relevant] 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][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, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, 5.01 thereof and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Administrative Agent or any other Lender Lender, (v) on the Effective Date, the representation, warranty, indemnification and based covenant in Section 2.16(f) of the Credit Agreement is true and correct as applied to the Assignee, and each Borrower may rely on such documents representation, warranty, indemnification and information covenant with respect to the Assignee as it has deemed appropriate, made its own credit analysis and decision if such Borrower is a party to enter into this Assignment and Assumption and to purchase [the][such] Assigned InterestAssumption, and (vi) it is not a Defaulting Lender, (vii) if it is a Foreign Lender, attached hereto Qualifying Lender and (viii) it is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] Assigneenot a Competitor; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] 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 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 (Molson Coors Brewing Co), Credit Agreement (Molson Coors Brewing Co), Credit Agreement (Molson Coors Brewing Co)

Assignee. [The][EachThe] [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 satisfies the requirements to be an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may be required under 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][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 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, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 6.01 5.04 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Acceptance and to purchase [the][such] Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Administrative Agent or any other Lender Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision (vi) attached to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto Acceptance is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][suchthe] Assignee; [such] Assignee and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] any other 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 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 (Summit Midstream Partners, LP), Credit Agreement (Summit Midstream Partners, LP), Guarantee and Collateral Agreement (Summit Midstream Partners, LP)

Assignee. [The][EachThe] [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 the requirements to be of an Eligible Assignee under the Credit Agreement (subject to such consents, if any, as may be required under and satisfies the requirements specified in Section 9.04(b) of 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][the relevant] 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][such] the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire [the][such] the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 6.01 5.04 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Acceptance and to purchase [the][such] the Assigned InterestInterest on the basis of which it has made such analysis and decision independently and without reliance on any Agent or any other Lender, (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 attached to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto Acceptance is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][suchthe] [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 this Assignment and Acceptance is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; (b) appoints and 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 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 the Credit Agreement; and (bc) agrees that (i) it will, independently and without reliance upon the Administrative on any Agent, [the][any] 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 which by the terms of the Loan Documents are required to be performed by it as a Lender.

Appears in 3 contracts

Samples: Pledge and Security Agreement (Exelon Generation Co LLC), Pledge and Security Agreement (Potomac Electric Power Co), Credit Agreement (Exelon Generation Co LLC)

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 satisfies the requirements to be an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may be required under specified in the Credit Agreement)Agreement that are required to be satisfied by it in order to acquire such Assigned Interest and become a Lender thereunder, (iii) it is not a Defaulting Lender, a Disqualified Lender, a natural person or an Affiliated Lender, (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 relevant] Assigned Interestprovided in this Assignment and Assumption, shall have the rights and obligations of a Lender thereunderunder the Credit Agreement, (ivv) it is sophisticated with respect to decisions to acquire assets of the type represented by [the][such] such Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire [the][such] such Assigned Interest, is experienced in acquiring assets of such type, (vvi) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section Sections 5.05 or 6.01 thereofof the Credit Agreement, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] such Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Administrative Agent Agent, any Assignor or any other Lender and based on such documents and information as it has deemed appropriateLender, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is not already a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of Lender under the Credit Agreement, duly completed attached to this Assignment and executed Assumption is an Administrative Questionnaire as required by [the][such] Assignee; the Credit Agreement and (viii) 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 and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] 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 which by the terms of the Loan Documents are required to be performed by it as a Lender, including its obligations pursuant to Section 3.01 of the Credit Agreement.

Appears in 3 contracts

Samples: Credit Agreement (Hilton Worldwide Holdings Inc.), Credit Agreement (Hilton Worldwide Holdings Inc.), Credit Agreement (Hilton Worldwide Holdings 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 Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all satisfies the requirements to be an Eligible Assignee under specified in the Credit Agreement (subject that are required to such consents, if any, 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][the relevant] 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][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 AgreementAgreement and the other Loan Documents, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 6.01 5.01 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Acceptance and to purchase [the][such] the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Administrative Agent or any other Lender, (v) if it is a Lender and based on such documents and information as it has deemed appropriatethat is a United States Person, made its own credit analysis and decision attached to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, Acceptance is IRS Form W-9 certifying that such Lender is exempt from United States Federal backup withholding tax and (viivi) if it is a Foreign Lender, attached hereto to this Assignment and Acceptance is any documentation required to be delivered by it pursuant to the terms Section 2.16 of the Credit Agreement, duly completed and executed by [the][such] the Assignee; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] 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 which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender.

Appears in 3 contracts

Samples: Assignment and Acceptance (Hess Midstream Partners LP), Assignment and Acceptance (Hess Midstream Partners LP), Guarantee Agreement (Hess Midstream Partners LP)

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 satisfies the requirements to be an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may be required under 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][the relevant] 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][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, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicableof the Credit Agreement, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on 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 Assumption and to purchase [the][such] Assigned InterestLender, and (viiv) if it is a Foreign Non-US Lender, attached hereto to this Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms Section 2.18(e) of the Credit Agreement, duly completed and executed by [the][such] the Assignee; , and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] 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 which by the terms of the Loan Credit Documents are required to be performed by it as a Lender. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IF THE ASSIGNED INTEREST INCLUDES A GLOBAL REVOLVING LOAN COMMITMENT, THE ASSIGNEE REPRESENTS THAT IT IS CAPABLE OF COMPLYING WITH ITS OBLIGATIONS TO MAKE LOANS TO THE US BORROWER, THE CANADIAN BORROWER AND THE UK BORROWER AND ACCEPT AND PURCHASE B/AS IN US DOLLARS, CANADIAN DOLLARS AND STERLING, AS APPLICABLE, AS PROVIDED IN SECTIONS 2.01 AND 2.07.

Appears in 3 contracts

Samples: Lease Agreement (Compass Minerals International Inc), Lease Agreement (Compass Minerals International Inc), Lease Agreement (Compass Minerals International 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 satisfies the requirements to be an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may be required under 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 thereunder, (iii) it is not a Defaulting Lender, a Disqualified Lender, a natural person or an Affiliated Lender, (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 relevant] Assigned Interestprovided in this Assignment and Assumption, shall have the rights and obligations of a Lender thereunderunder the Credit Agreement, (ivv) it is sophisticated with respect to decisions to acquire assets of the type represented by [the][such] the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire [the][such] the Assigned Interest, is experienced in acquiring assets of such type, (vvi) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section Sections 5.05 or 6.01 thereofof the Credit Agreement, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Administrative Agent Agent, the Assignor or any other Lender and based on such documents and information as it has deemed appropriateLender, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is not already a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of Lender under the Credit Agreement, duly completed attached to this Assignment and executed Assumption is an Administrative Questionnaire as required by [the][such] Assignee; the Credit Agreement and (viii) 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 and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] 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 which by the terms of the Loan Documents are required to be performed by it as a Lender, including its obligations pursuant to Section 3.01 of the Credit Agreement.

Appears in 3 contracts

Samples: Security Agreement (Red Lion Hotels CORP), Credit Agreement (Hilton Grand Vacations Inc.), Assignment and Assumption (Performance Food Group Co)

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 and Guarantee Agreement, (ii) it meets all the requirements to be an Eligible Assignee assignee under Section 11.04 of the Credit Loan and Guarantee Agreement (subject to such consents, if any, as may be required under the Credit Agreementthereunder), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Loan and Guarantee Agreement and each other Loan Document as a Lender thereunder Lender, and, to the extent of [the][the relevant] 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][such] the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Loan and Guarantee Agreement, and has received or has been accorded afforded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 5.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] the Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent Agent, the Collateral Agent, the Assignor 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 Assumption and to purchase [the][such] the Assigned Interest, and (vii) if it is not already a Foreign LenderLender under the Loan and Guarantee Agreement, attached hereto is any documentation required to be delivered by it pursuant to the terms Assignment and Assumption is an Administrative Questionnaire and the applicable “know your customer” documentation requested by the Administrative Agent and as required by the Loan and Guarantee Agreement and (viii) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Credit Effective Date (to the extent required by the Loan and Guarantee Agreement, duly completed and executed by [the][such] Assignee; and unless waived), (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] the Collateral Agent, the Assignor or any other LenderLender or Agent, 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 which by the terms of the Loan Documents are required to be performed by it as a Lender, including its obligations pursuant to Section 2.16 of the Loan and Guarantee Agreement and (c) 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 and Guarantee Agreement and the other Loan Documents as are delegated to such Agent by the terms thereof, together with such actions and powers as are reasonably incidental or related thereto.

Appears in 3 contracts

Samples: Loan and Guarantee Agreement (Hawaiian Holdings Inc), Loan and Guarantee Agreement (American Airlines, Inc.), Loan and Guarantee Agreement (United Airlines, 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) (x) it meets all satisfies the requirements to be an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may be required under 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, and (y) it is not a 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][the relevant] 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][such] the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 6.01 5.01 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on 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 Assumption and to purchase [the][such] Assigned InterestLender, and (viivi) if it is a Foreign Lender, attached hereto to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] the Assignee; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] 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 which by the terms of the Loan Documents are required to be performed by it as a Lender.

Appears in 3 contracts

Samples: Term Loan Credit Agreement (Crane Co /De/), Day Credit Agreement (Crane Co /De/), Credit Agreement (Crane Co /De/)

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 Term Loan Agreement, (ii) it meets all the requirements to be an Eligible Assignee under the Credit Agreement (subject to such consents, if any, 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 as a Lender thereunder and, to the extent of [the][the relevant] the Assigned Interest, shall have the obligations of a Lender thereunder, (iii) agrees that its payment instructions and notice instructions are as set forth in Schedule 1 to this Assignment and Assumption, (iv) it is sophisticated with respect to decisions to acquire assets confirms that none of the type represented by [the][such] Assigned Interest funds, monies, assets or other consideration being used to make the purchase and either itassumption hereunder are “plan assets” as defined under ERISA and that its rights, or benefits and interests in and under the Person exercising discretion in making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of such typeLoan Documents will not be “plan assets” under ERISA, (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 a copy of the Credit Term Loan Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on 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 Assumption and to purchase [the][such] Assigned InterestLender, and (vii) if it is a Foreign Lender, attached hereto as Schedule 1 to this Assignment and Assumption is any documentation required to be delivered by it the Assignee with respect to its tax status pursuant to the terms of the Credit Term Loan Agreement, duly completed and executed by [the][such] Assignee; the Assignee and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] 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 which by the terms of the Loan Documents are required to be performed by it as a Lender.

Appears in 3 contracts

Samples: Term Loan Agreement (Duke Realty Limited Partnership/), Term Loan Agreement (Duke Realty Corp), Term Loan Agreement (Duke Realty Limited Partnership/)

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 satisfies the requirements to be an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may be required under 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][the relevant] 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][such] the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 6.01 5.01 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] the Assigned InterestInterest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, (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 Assumption and to purchase [the][such] the Assigned Interest, Interest and (vii) if it is a Foreign Lender, attached hereto to this Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] the Assignee; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] 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 which by the terms of the Loan Documents are required to be performed by it as a Lender.

Appears in 3 contracts

Samples: Assignment and Assumption (Teradata Corp /De/), Assignment and Assumption (Teradata Corp /De/), Guaranty Agreement

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 Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all the requirements to be of an Eligible Assignee under the Credit Agreement (subject to such consents, if any, 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 relevant] 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][such] the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 5.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Acceptance and to purchase [the][such] 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 Assumption Acceptance and to purchase [the][such] the Assigned Interest, and (vii) it is not a Defaulting Lender, (viii) if it is not already a Foreign LenderLender under the Credit Agreement, attached hereto to the Assignment and Acceptance an Administrative Questionnaire in the form provided by the Administrative Agent and (ix) attached to the Assignment and Acceptance is any documentation required to be delivered by it pursuant to the terms Section 2.15 of the Credit Agreement, duly completed and executed by [the][such] the Assignee; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] 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 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 (International Seaways, Inc.), Security Agreement (Overseas Shipholding Group 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 satisfies the requirements to be an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may be required under specified in the Credit Agreement)Agreement and under applicable law 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][the relevant] 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][such] the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 6.01 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 deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Administrative Agent or any Arranger, the Assignor or any other Lender or any of their respective Related Parties, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision (vi) attached to enter into this the Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) 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, duly completed and executed by [the][such] the Assignee; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] any Arranger, Syndication Agent or Co-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 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 Financial Company, Inc.), Credit Agreement (General Motors Financial Company, Inc.)

Assignee. [The][Each] 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 satisfies the requirements to be an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may be required under 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][the relevant] 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][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, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 6.01 5.04 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Acceptance and to purchase [the][such] the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on 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 Assumption and to purchase [the][such] Assigned InterestLender, and (viiv) if it is a Foreign Lender, attached hereto to the Assignment and Acceptance is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] the Assignee; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] 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 which by the terms of the Loan Documents are required to be performed by it as a Lender.

Appears in 2 contracts

Samples: Intercreditor Agreement (Claires Stores Inc), Term Loan 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 satisfies all of the requirements to be of an Eligible Assignee under and any other requirements specified in the Credit Agreement (subject that are required to such consents, if any, 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][the relevant] 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][such] the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] 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, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 6.01 5.01(a) and 5.01(b) thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.04(a) thereof), as applicable, and such other documents and information as it deems 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][such] the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Administrative Agent or any other Lender Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision (vi) attached to enter into this the Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) 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, duly completed and executed by [the][such] the Assignee; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] 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 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 2 contracts

Samples: Credit Agreement (CDK Global, Inc.), Credit Agreement (CDK Global, Inc.)

Assignee. [The][EachThe] [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 the requirements to be is an Eligible Assignee under and otherwise satisfies the Credit Agreement (subject to such consentsrequirements, if any, as may be required under 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][the relevant] 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][such] the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire [the][such] the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 6.01 5.04 thereof, as applicable, and such other documents and information as it deems 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 (which statements, documents and information taken together form the basis upon which [the][suchthe][each] Assigned Interest, (vi) it hasassignee has made such analysis and investment decision, independently and without reliance upon on the Administrative Agent or any other Lender Lender), and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision (vi) attached to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto Acceptance is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][suchthe] Assignee; [each] Assignee and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] 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, Documents and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Appears in 2 contracts

Samples: Guaranty Agreement (Frank's International N.V.), Guaranty Agreement (Frank's International N.V.)

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 satisfies all of the requirements to be of an Eligible Assignee under and any other requirements specified in the Credit Agreement (subject that are required to such consents, if any, 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][the relevant] 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][such] the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] 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, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 6.01 5.01(a) and 5.01(b) thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.04(a) thereof), as applicable, and such other documents and information as it deems 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][such] the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Administrative Agent or any other Lender Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision (vi) attached to enter into this the Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) 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, duly completed and executed by [the][such] the Assignee; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] 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 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 Borrower and its 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: Bridge Credit Agreement (CDK Global Holdings, LLC), Bridge Credit Agreement (CDK Global Holdings, LLC)

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 AgreementAgreement until such time as the Term Loans are automatically cancelled without further action by any Person on the Sponsor Assignment Effective Date, (ii) it meets all the requirements to be an of clause (iii) of the definition of Eligible Assignee under the Credit Agreement (subject to such consents, if any, as may be required under the Credit Agreement), (iii) from and after it has transmitted same day funds to the Assignor on the Sponsor Assignment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [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, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, Agreement and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] the Assigned InterestInterest on the basis of which it has made such analysis and decision, (viv) it hasis not in possession of any information regarding any Credit Party, independently and without reliance upon the Administrative Agent its assets, its ability to perform its Obligations or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and matter that may be material to a decision by Assignor to participate in any Auction or enter into this Assignment or participate in any of the transactions contemplated hereby that has not previously been disclosed to the Administrative Agent and Assumption and to purchase [the][such] Assigned Interest, the Lenders and (viivi) if it is a Foreign Lender, attached hereto is any documentation required the Term Loans purchased hereby are subject to be delivered by it pursuant to the terms Section 10.6(i) of the Credit Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] 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 acknowledges that the Assigned Interest shall, from and after the Sponsor Assignment Effective Date, and without further action by any Person, be deemed cancelled for all purposes and no longer outstanding and that the Assignee shall have no ability to vote or receive payments in accordance with their terms all respect of the obligations which by Assigned Interest. The Assignee hereby acknowledges that (i) this Assignment is being made in compliance with and pursuant to the terms of Section 10.06(i) of the Loan Credit Agreement, (ii) the Assignor currently may have, and later may come into possession of, information regarding the Credit Documents are required or the Credit Parties that is not known to Assignee and that may be performed material to a decision to enter into the Assignment (“Assignee Excluded Information”), (iii) Assignee has independently and without reliance on the Assignor made its own analysis and determined to enter into the Assignment and to consummate the transactions contemplated hereby notwithstanding Assignee’s lack of knowledge of the Assignee Excluded Information and (iv) the Assignor shall have no liability to the Assignee, and Assignee hereby (to the extent permitted by law) waives and releases any claims it as a Lendermay have against the Assignor (under applicable laws or otherwise) with respect to the nondisclosure of the Assignee Excluded Information; provided that the Assignee Excluded Information shall not and does not affect the truth or accuracy of the representations or warranties of Assignee in these Standard Terms and Conditions. Assignee further acknowledges that the Assignee Excluded Information may not be available to the Administrative Agent or the other Lenders in the Credit Agreement.

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (Exopack Holding Corp), Credit and Guaranty Agreement (Exopack Holding 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 AgreementAgreement and under applicable law, (ii) it meets all satisfies the requirements to be an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may be required under 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][the relevant] 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][such] the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 6.01 5.01 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Administrative Agent Agent, any Arranger, the Assignor 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 Assumption and to purchase [the][such] Assigned Interestor any of their respective Related Parties, and (viivi) if it is a Foreign Non-U.S. Lender, attached hereto to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] the Assignee; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] any Arranger, Syndication Agent or Co-Documentation Agent, the Sustainability Structuring 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 Financing Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Financing Documents are required to be performed by it as a Lender.

Appears in 2 contracts

Samples: Credit Agreement (Puget Sound Energy Inc), Credit Agreement (Puget Sound Energy Inc)

Assignee. [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 the requirements to be of an Eligible Assignee under the Credit Agreement (subject to receipt of such consents, if any, 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 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, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 7.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] 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 Assumption and to purchase [the][such] Assigned Interest, and (vii) 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, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon 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, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. 2.

Appears in 2 contracts

Samples: Version Term Loan Credit Agreement (Tech Data Corp), Revolving Credit Agreement (Tech Data 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 Agreement, (ii) it meets all the requirements to be an Eligible is not a Disqualified Assignee under the Credit Agreement (subject to such consents, if any, 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 relevant] the Assigned Interest, shall have the obligations obli-gations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by [the][such] the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 5.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] 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 Assumption and to purchase [the][such] the Assigned Interest, and (vii) if it is a Foreign Non-U.S. Lender, attached hereto to this Assignment is any documentation required to be delivered by it pursuant to the terms of the Credit AgreementAgree-ment, duly completed and executed by [the][such] the Assignee; and (b) agrees that (i) it will, independently and without reliance upon the on Administrative Agent, [the][any] 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 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 (New Fortress Energy LLC), Credit Agreement (NFE Financial Holdings LLC)

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 satisfies the requirements to be an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may be required under specified in the Credit Agreement)Agreement and under applicable law 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][the relevant] 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][such] the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] the Assigned Interest, is experienced in acquiring assets of such this type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 6.01 Sections 5.01(a) and 5.01(b) thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Administrative Agent Agent, the Arranger, the Assignor or any other Lender or their respective Related Parties, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision (vi) attached to enter into this the Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) 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, duly completed and executed by [the][such] the Assignee; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] the 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, and (ii) it will perform in accordance with their terms all of the obligations 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 (Gorman Rupp Co), Credit Agreement (Nerdwallet, Inc.)

Assignee. [The][Each] 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 satisfies the requirements to be an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may be required under 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 and that it is not a Disqualified Institution, (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][the relevant] 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][such] the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 6.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] the Assigned Interest, (vi) it has, has independently and without reliance upon the Administrative Agent 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 Assumption and to purchase [the][such] the Assigned Interest, and , and (vii) if it is a Foreign Non-US Lender, attached hereto to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] the Assignee; and (bc) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] 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 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: Lender Joinder Agreement (Revlon Inc /De/), Term Credit Agreement (Revlon Inc /De/)

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 Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all the requirements to be of an Eligible Assignee under the Credit Agreement (subject to such consents, if any, 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 relevant] 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][such] the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 5.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Agreement and to purchase [the][such] 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 Assumption Agreement and to purchase [the][such] the Assigned Interest, and (vii) if it is not a Foreign LenderBorrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viii) attached hereto to the Assignment Agreement is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by [the][such] the Assignee; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] 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 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 (XPO Logistics, Inc.), Assignment Agreement (XPO Logistics, 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 Bank under the Credit Reimbursement Agreement, (ii) it meets all the requirements to be an Eligible Assignee under the Credit Agreement (subject to such consents, if any, 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 Reimbursement Agreement as a Lender Bank thereunder and, to the extent of [the][the relevant] the Assigned Interest, shall have the obligations of a Lender Bank thereunder, (iii) agrees that its payment instructions and notice instructions are as set forth in Schedule 1 to this Assignment and Assumption, (iv) it is sophisticated with respect to decisions to acquire assets confirms that none of the type represented by [the][such] Assigned Interest funds, monies, assets or other consideration being used to make the purchase and either itassumption hereunder are “plan assets” as defined under ERISA and that its rights, or benefits and interests in and under the Person exercising discretion in making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of such typeReimbursement Agreement will not be “plan assets” under ERISA, (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 a copy of the Credit Reimbursement Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on 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 Assumption and to purchase [the][such] Assigned InterestBank, and (vii) if it is a Foreign Lender, attached hereto as Schedule 1 to this Assignment and Assumption is any documentation required to be delivered by it the Assignee with respect to its tax status pursuant to the terms of the Credit Reimbursement Agreement, duly completed and executed by [the][such] Assignee; the Assignee and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] 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 DocumentsReimbursement Agreement, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents Reimbursement Agreement are required to be performed by it as a LenderBank.

Appears in 2 contracts

Samples: Reimbursement Agreement (Pinnacle West Capital Corp), Reimbursement Agreement (Pinnacle West Capital 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 Agreement, (ii) it is not a Disqualified Institution and it meets all the requirements to be of an Eligible Assignee under the Credit Agreement (subject to such consents, if any, 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 and the other Loan Documents as a Lender thereunder and, to the extent of [the][the relevant] 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][such] the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, Agreement and has received or has been accorded afforded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section Sections 4.01 or 6.01 thereofof the Credit Agreement, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] 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 Assumption and to purchase [the][such] the Assigned Interest, and (vii) it is not a Defaulting Lender or a Disqualified Institution, (viii) if it is not already a Foreign LenderLender under the Credit Agreement, attached hereto to the Assignment and Assumption is an Administrative Questionnaire in the form provided by the Administrative Agent, (vii) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date (provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment), and (viii) attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms Section 3.01 of the Credit Agreement, duly completed and executed by [the][such] the Assignee; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] 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 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 (Amag Pharmaceuticals Inc.), Credit Agreement (Amag Pharmaceuticals 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 satisfies the requirements to be an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may be required under 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][the relevant] the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect agrees that its payment instructions and notice instructions are as set forth in Schedule 1 to decisions to acquire assets of the type represented by [the][such] Assigned Interest this Assignment 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 typeAssumption, (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 a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Administrative Agent or any other Lender and based on such documents and information Lender, (vii) attached as it has deemed appropriate, made its own credit analysis and decision Schedule 1 to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it the Assignee with respect to its tax status pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] Assignee; the Assignee and (viii) it does not bear a relationship to any Borrower described in Section 108(e)(4) of the Code and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] 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 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 Energy Generating Co), Credit Agreement (Ameren Energy Generating Co)

Assignee. [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 the requirements to be an Eligible Assignee under the Credit Agreement (subject to such consents, if any, as may be required under Section 9.04 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 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, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 5.04 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Acceptance and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent Agent, Collateral 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 Assumption Acceptance and to purchase [the][such] Assigned Interest, and (vii) 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, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent, the Collateral 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, and (ii) it will perform in accordance with their terms all of the obligations 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 Acceptance (CPG Newco LLC), Revolving Credit Agreement (CPG Newco LLC)

Assignee. [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 the requirements to be an Eligible Assignee assignee under the Credit Agreement (subject to such consents, if any, 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 and the other Loan Documents as a Lender thereunder and, to the extent of [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, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicablethe terms of the Credit Agreement, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, 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 Assumption and to purchase [the][such] Assigned Interest, and (vii) 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, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon 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, and (ii) it will perform in accordance with their terms all of the obligations 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 (Adobe Inc.), Credit Agreement (Adobe Inc.)

Assignee. [The][EachThe] [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 Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Revolving Loan Agreement, (ii) confirms that it meets all the requirements to be is (A) a Lender or (B) an Eligible Assignee under the Credit Agreement (subject to such consents, if any, as may be required under the Credit Agreement), Assignee; (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Revolving Loan Agreement as a Lender thereunder and, to the extent of [the][the relevantthe] [its] 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 Revolving Loan Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 6.01 5.01(a) thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Agreement and to purchase [the][suchthe] [its] Assigned Interest, (vi) it has, independently and without reliance upon Interest on the Administrative Agent or any other Lender and based on such documents and information as basis of which it has deemed appropriate, made its own credit such analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (viiv) if it is organized under the laws of a Foreign Lenderjurisdiction outside the United States, it has attached hereto is to this Assignment Agreement any tax documentation required to be delivered by it pursuant to the terms of the Credit Revolving Loan Agreement, duly completed and executed by [the][such] Assigneeit; and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent, [the][anythe][each] Assignor 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 Revolving Loan DocumentsAgreement; (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 Revolving Loan Agreement and the other Facility Documents as are delegated to or otherwise conferred upon the Administrative Agent, the Syndication 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 which by the terms of the Loan Facility Documents are required to be performed by it as a Lender.

Appears in 2 contracts

Samples: Security Agreement (CURO Group Holdings Corp.), Security Agreement (CURO Group Holdings 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 AgreementAgreement or any other Credit Facility Document, (ii) it meets all satisfies the requirements to be an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may be required under specified in the Credit Agreement)Agreement or any other Credit Facility Document 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 or any other Credit Facility Document as a Lender thereunder and, to the extent of [the][the relevant] 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][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 AgreementAgreement or any other Credit Facility Document, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 6.01 5.9 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on 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 Assumption and to purchase [the][such] Assigned InterestLender, and (viiv) if it is a Foreign LenderLender not formed under the laws of the United States of America or any state thereof, attached hereto to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit AgreementAgreement or any other Credit Facility Document, duly completed and executed by [the][such] the Assignee; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] 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 or any other Credit Facility Document, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents Credit Agreement or any other Credit Facility Document are required to be performed by it as a Lender.. Annex 1 to Exhibit A

Appears in 2 contracts

Samples: Assignment and Assumption (Tampa Electric Co), Credit Agreement (Tampa Electric Co)

Assignee. [The][Each] The Assignee (a) represents and warrants that (i) it has full power is legally authorized to enter into this Assignment and authorityAcceptance, 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 is an Affiliated Lender which meets all the requirements to be an Eligible Assignee assignee under the Credit Agreement (subject to such consents, if any, as may be required under the Credit AgreementSection 10.06(g), (iii) before and after giving effect to any such assignment, the aggregate par principal amount of Loans directly held by the Assignee and all other Affiliated Lenders does not, collectively, exceed 10.0% of the aggregate par principal of the then outstanding principal amount of all Loans, (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 relevant] the Assigned Interest, shall have the rights and obligations of a Lender thereunder, (ivv) it is sophisticated with respect to decisions to acquire assets of the type represented by [the][such] the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] the Assigned Interest, is experienced in acquiring assets of such type, (vvi) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 6.01 6.04 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Acceptance and to purchase [the][such] the Assigned Interest, (vivii) 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 Assumption Acceptance and to purchase [the][such] the Assigned Interest, and (viiviii) it does not have any material non-public information with respect to the Holdcos, the Borrower or any of the Borrower’s subsidiaries or its or their securities (“MNPI”) that either (A) has not been disclosed to the Lenders (other than Lenders that do not wish to receive MNPI) prior to such time or (B) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant not disclosed to the terms Lenders (other than Lenders that do not sigh to receive MNPI), could reasonably be expected to have a material effect upon the market price of the Credit Agreement, duly completed Loans or otherwise be material with respect to the Loan Parties for purposes of United States federal and executed by [the][such] Assigneestate securities laws or the decision of the Assignor to enter into this Assignment; and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent, [the][any] 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 which by the terms of the Loan Documents are required to be performed by it as a LenderLender including its obligations pursuant to Section 3.01 of the Credit Agreement.

Appears in 2 contracts

Samples: Abl Credit Agreement (Constellium Holdco B.V.), Abl Credit Agreement (Constellium Holdco B.V.)

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 the requirements to be an assignee under Section 10.6 of the Credit Agreement, including the definition of Eligible Assignee under the Credit Agreement (subject to such consents, if any, as may be required under the Credit Agreementthereunder), (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 relevant] 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][such] the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 6.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] 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 Assumption and to purchase [the][such] the Assigned Interest, and (vii) if it is a Foreign foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] the Assignee; and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent, [the][any] 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 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 Agreement (MPT Operating Partnership, L.P.), Revolving Credit Agreement (Medical Properties Trust Inc)

Assignee. [The][Each] The Assignee (a) represents and warrants that (i) it is an [Affiliated Lender] [Purchasing Borrower Party], (ii) 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, (iiiii) it meets all the requirements to be of an Eligible Assignee that is an [Affiliated Lender] [Purchasing Borrower Party] under the Credit Agreement Agreement, including without limitation the requirements of Section 10.6 (subject to receipt of such consents, if any, 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 [Affiliated Lender] [Purchasing Borrower Party] thereunder and, to the extent of [the][the relevant] the Assigned Interest, shall have the obligations of a Lender [Affiliated Lender] [Purchasing Borrower Party] 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, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 6.01 6.1 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Administrative Agent or any other Lender Lender, [(vi) as of the date hereof the Assignee is not in possession of material non-public information within the meaning of the United States federal securities laws with respect to the Borrower or any of its Restricted Subsidiaries, or the respective securities of any of the foregoing, that has not been disclosed to the Lenders (other than Lenders that do not wish to receive material non-public information with respect to the Borrower or any of its Restricted Subsidiaries)](9), [(vii) after giving effect to its purchase 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][such] assumption of the Assigned Interest, the aggregate amount of all Term Loans held by Affiliated Lenders will not exceed 20% of the aggregate principal amount of all Term Loans outstanding under the Credit Agreement](10), (viii) it has delivered a true and complete Administrative Questionnaire, (viiix) if it is a Foreign Non-U.S. Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] the Assignee, and (x) it is not a “Defaulting Lender,” as such term is defined in the Credit Agreement; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] 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 which by the terms of the Loan Documents are required to be performed by it as a [Affiliated Lender] [Purchasing Borrower Party].

Appears in 2 contracts

Samples: Credit Agreement (PGA Holdings, Inc.), Credit Agreement (PGA Holdings, 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 Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, Agreement [(subject to the limitations set forth in Section 13.6(h) of the Credit Agreement)],5 (ii) it meets is not Holdings, the Borrower, a Subsidiary of the Borrower, a natural person, an Ineligible Institution or a Defaulting Lender and otherwise satisfies all the requirements to be an Eligible Assignee under the Credit Agreement (subject to such consentsother requirements, if any, as may be required under 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][the relevant] 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][such] the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire [the][such] the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 6.01 9.1(a)-(b) thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Acceptance and to purchase [the][such] the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on 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 Assumption and to purchase [the][such] Assigned Interest, and (viivi) if it is a Foreign Non-U.S. Lender, attached hereto to this Assignment and Acceptance is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] the Assignee; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] the Assignor or any other LenderLender and, 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 which by the terms of the Loan Credit Documents are required to be performed by it as a Lender. 5 Insert if Assignee is an Affiliated Lender.

Appears in 2 contracts

Samples: Credit Agreement (Talos Energy Inc.), Credit Agreement (Talos Energy Inc.)

Assignee. [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 the requirements to be an Eligible Assignee under the Credit Agreement (subject to such consents, if any, 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 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, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, thereof and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent, the Sustainability Structuring 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 Assumption and to purchase [the][such] Assigned Interest, and (vii) 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, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent or the Sustainability Structuring 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, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. The Assignee represents and warrants as of the Effective Date that it is not (A) an employee benefit plan subject to Title I of ERISA, (B) a plan or account subject to Section 4975 of the Internal Revenue Code, (C) an entity deemed to hold “plan assets” of any such plans or accounts for purposes of ERISA or the Internal Revenue Code, or (D) a “governmental plan” within the meaning of ERISA.

Appears in 2 contracts

Samples: Credit Agreement (Analog Devices Inc), Credit Agreement (Analog Devices 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 the requirements to be is an Eligible Assignee under the Credit Agreement (subject to such consents, if any, as may be required under the Credit Agreement)Other Affiliate, (iii) this Assignment and Assumption is being made pursuant to an open market purchase, (iv) no Default has occurred or is continuing or would result from the consummation of the transactions contemplated by this Assignment and Assumption, (v) after giving effect to this Assignment and Assumption, the aggregate principal amount of all Term Loans held by all Other Affiliates (other than Debt Fund Affiliates) constitutes no more than 20% of the aggregate principal amount of all Loans then outstanding, (vi) 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 relevant] 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][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, (vvii) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 6.01 6.1 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriateLender, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (viiviii) if it is a Foreign Non-US Lender, attached hereto to this Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] the Assignee, and (ix) it is not a “Defaulting Lender”, as such term is defined in the Credit Agreement; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] 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 which by the terms of the Loan Documents are required to be performed by it as a Lender; (c) hereby affirms the No Undisclosed Information Representation and (d) shall at all times be subject to the voting restrictions set forth in Section 10.1 of the Credit Agreement. For the avoidance of doubt, Lenders shall not be permitted to assign Revolving Commitments or Revolving Loans to any Affiliate Lender. The Assignee further acknowledges and agrees that it shall not have any right to (i) attend (including by telephone) any meeting or discussions (or portion thereof) among the Administrative Agent or any Lender to which representatives of the Borrower are not then present or (ii) receive any information or material prepared by the Administrative Agent or any Lender or any communication by or among Administrative Agent and one or more Lenders, except to the extent such information or materials have been made available to the Borrower or its representatives.

Appears in 2 contracts

Samples: Credit Agreement (Wesco Aircraft Holdings, Inc), Credit Agreement (Wesco Aircraft Holdings, 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 the requirements to be an Eligible Assignee assignee under the Credit Agreement (subject to such consents, if any, as may be required under Section 8.05(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 relevant] 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][such] the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 5.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] 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 Assumption and to purchase [the][such] the Assigned Interest, and (vii) if it is a Foreign foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] the Assignee; and (b) agrees that (i) it will, independently and without reliance upon 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, and (ii) it will perform in accordance with their the terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.. Exhibit C to A1 Credit Agreement

Appears in 2 contracts

Samples: Contribution Agreement (Enbridge Energy Partners Lp), Credit Agreement (Enbridge Energy Partners Lp)

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 satisfies the requirements to be an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may be required under 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][the relevant] 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][such] the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 5.01(a) and 5.01(b) thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] the Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent Agent, any arranger of the credit facilities evidenced by the Credit Agreement or any other Lender and their respective Related Parties and based on such documents and information as it has deemed deems appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] the Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] the Assignee; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] any arranger of the credit facilities evidenced by the Credit Agreement, the Assignor or any other LenderLender and 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, and (ii) it will perform in accordance with their terms all of the obligations 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 (Haemonetics Corp), Credit Agreement (Haemonetics 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 Agreement, (ii) it meets all satisfies the requirements to be an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may be required under 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][the relevant] 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][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, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision 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 1 Capitalized terms used in this Assignment and Assumption and not otherwise defined herein have the meanings specified in the Amended and Restated Credit Agreement dated as of December 1, 2006, as amended and restated as of February 19, 2010 (as amended, supplemented or otherwise modified from time to purchase [the][such] Assigned Interesttime, the “Credit Agreement”), among Freescale Semiconductor, Inc. (the “Borrower”), Freescale Semiconductor Holdings V, Inc. (“Holdings”), Freescale Semiconductor Holdings IV, Ltd. (“Foreign Holdings”), Freescale Semiconductor Holdings III, Ltd. (“Parent”), the lenders from time to time party thereto (the “Lenders”) and Citibank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), Collateral Agent, Incremental Collateral Agent, Swing Line Lender and L/C Issuer. reliance on any Agent or any other Lender, and (viiv) if it is a Foreign Lender, attached hereto to this Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms Section 10.15 of the Credit Agreement, duly completed and executed by [the][such] the Assignee; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative AgentAssignor, [the][any] Assignor any 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 Loan DocumentsCredit Agreement, and (ii) it will perform in accordance with their terms all of the obligations 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: Credit Agreement (Freescale Semiconductor Holdings I, Ltd.), Assignment and Assumption (Freescale Semiconductor 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 the requirements to be an Eligible Assignee under the Credit Agreement (subject to such consents, if any, as may be required under the Credit Agreement)is a Sponsor Permitted 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][the relevant] the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect the aggregate principal amount of all Term Loans assigned to decisions all Sponsor Permitted Assignees, calculated at the time of and after giving effect to acquire assets the consummation of this Assignment and Assumption, does not exceed 25% 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 aggregate principal amount of such typeTerm Loans then outstanding, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 5.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] 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 Assumption and to purchase [the][such] the Assigned Interest, and (vii) it is not a Defaulting Lender, (viii) if it is not already a Foreign LenderLender under the Credit Agreement, attached hereto to the Assignment and Assumption an Administrative Questionnaire in the form provided by the Administrative Agent and (ix) attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms Section 2.15 of the Credit Agreement, duly completed and executed by [the][such] the Assignee; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] 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 which by the terms of the Loan Documents are required to be performed by it as a Lender; (c) grants during the term of the Credit Agreement to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) with full authority in the place and stead of the Sponsor Permitted Assignee and in the name of the Sponsor Permitted Assignee, from time to time in Administrative Agent’s discretion, to take any action and to execute any document, agreement, certificate and instrument that the Administrative Agent may deem reasonably necessary to carry out the provisions of, or the purposes of Section 11.04(c) of the Credit Agreement; and (d) agrees that it will be subject to Section 11.04(c) of the Credit Agreement.

Appears in 2 contracts

Samples: First Lien Credit Agreement (SolarWinds Corp), Security Agreement (SolarWinds 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 Agreement, (ii) it meets all satisfies the requirements to be an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may be required under 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][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] the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 5.01 thereof, as applicable, and such other documents and information as it 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, (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 Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][suchthe] [such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon 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, and (ii) it will perform in accordance with their terms all of the obligations 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 (Old Dominion Electric Cooperative), Credit Agreement (Old Dominion Electric Cooperative)

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 the requirements to be an Eligible Assignee assignee under Section 11.06(b) of the Credit Agreement (subject to such consents, if any, as may be required under Section 11.06(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 relevant] 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][such] the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] 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 Assumption and to purchase [the][such] the Assigned Interest, and (vii) 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, duly completed and executed by [the][such] the Assignee; and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent, [the][any] 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 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 (Diodes Inc /Del/), Credit Agreement (Diodes Inc /Del/)

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 satisfies the requirements to be an Eligible Assignee under requirements, if any, specified in the Credit Agreement (subject to such consents, if any, as may be required under thereunder) that are required to be 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][the relevant] 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][such] the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 6.01 5.01 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] the Assigned Interest, (vi) it has, has independently and without reliance upon on 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 Assumption and to purchase [the][such] the Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] the Assignee; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] 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 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 (Palo Alto Networks Inc), Credit Agreement (Palo Alto Networks 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 the requirements to be of an Eligible Assignee under the (or Credit Agreement (subject to such consents, if anyApproved Eligible Assignee, as may be required applicable) 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 relevant] 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][such] the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 5.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] 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 Assumption and to purchase [the][such] the Assigned Interest, and (vii) if it is a Foreign Non-US Lender, attached hereto to this Assignment is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] the Assignee; and (b) agrees that (i) it will, independently and without reliance upon the on Administrative Agent, [the][any] 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 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 (Molycorp, Inc.), Credit Agreement (Molycorp, 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 satisfies the requirements to be an Eligible Assignee assignee under the Credit Agreement (subject to such consents, if any, 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 relevant] 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][such] the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] 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 Assumption and to purchase [the][such] the Assigned Interest, and (vii) 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, duly completed and executed by [the][such] the Assignee, (viii) it has reviewed the DQ List, and (ix) is not a Disqualified Institution; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] 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 which by the terms of the Loan Documents are required to be performed by it as a Lender. The Assignee represents and warrants as of the Effective Date that it is not (A) an employee benefit plan subject to Title I of ERISA, (B) a plan or account subject to Section 4975 of the Code, (C) an entity deemed to hold “plan assets” of any such plans or accounts for purposes of ERISA or the Code, or (D) a “governmental plan” within the meaning of ERISA.

Appears in 2 contracts

Samples: Credit Agreement (SharkNinja, Inc.), Credit Agreement (EnerSys)

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 is not a Disqualified Institution and it meets all the requirements to be of an Eligible Assignee under the Credit Agreement (subject to receipt of such consents, if any, 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 relevant] 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][such] the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements referred to in Section 5.05 or delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriateLender, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (viivi) if it is not already a Foreign LenderLender under the Credit Agreement, attached hereto to the Assignment and Assumption an Administrative Questionnaire in the form of Exhibit H to the Credit Agreement, (vii) attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms Section 10.15 of the Credit Agreement, duly completed and executed by [the][such] the Assignee; and (viii) it is not an Affiliated Lender and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] 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 which that 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 (Fogo De Chao, Inc.), Assignment and Assumption (Fogo De Chao, Inc.)

Assignee. [The][Each] 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 satisfies the requirements to be an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may be required under 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][the relevant] 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][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, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 6.01 5.04 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Acceptance and to purchase [the][such] the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on 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 Assumption and to purchase [the][such] Assigned InterestLender, and (viiv) if it is a Foreign Lender, attached hereto to the Assignment and Acceptance is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] the Assignee; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] 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 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 (Claires Stores Inc), Assignment and Acceptance (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 the requirements to be of an Eligible Assignee under the Credit Agreement (subject to receipt of such consents, if any, 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 amended by the Incremental Joinder Agreements) as a Lender thereunder and, to the extent of [the][the relevant] 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][such] the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy copies of the Credit AgreementAgreement and the Incremental Joinder Agreements, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Administrative Agent or any other Lender, (vi) if it is not already a Lender and based on such documents and information as it has deemed appropriateunder the Credit Agreement, made its own credit analysis and decision attached to enter into this the Assignment and Assumption an Administrative Questionnaire, (vii) the Administrative Agent has received (or has waived its right to receive) a processing and to purchase [the][such] Assigned Interest, recordation fee of $3,500 as of the Effective Date and (viiviii) 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, duly completed and executed by [the][such] the Assignee; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] 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 which by the terms of the Loan Documents are required to be performed by it as a Lender. [The Assignee further represents and warrants that it (i) it is an Affiliated Lender pursuant to the Credit Agreement and shall be subject to the restrictions set forth in Section 10.18 thereof; and (ii) at the time of such assignment on a pro forma basis after giving affect to such assignment, the aggregate principal amount of all Loans held by Affiliated Lenders shall not exceed 30% of the aggregate principal amount of all Loans outstanding under the Credit Agreement.]

Appears in 2 contracts

Samples: Joinder Agreement (Toys R Us Inc), Toys R Us 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 the requirements to be of an Eligible Assignee eligible assignee under the Credit Agreement (subject to receipt of such consents, if any, 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 and the other Loan Documents as a Lender thereunder and, to the extent of [the][the relevant] 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][such] the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 6.01 8.3 [Reporting Requirements] thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] the Assigned InterestInterest on the basis of which it has made such analysis and decision independently and without reliance on the Agent or any other Lender, (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 Assumption Agreement and to purchase [the][such] such Assigned Interest, Interest and (vii) if it Assignee is not incorporated or organized under the Laws of the United States of America or a Foreign Lenderstate thereof, attached hereto to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] the Assignee; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] 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 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 Agreement (New Jersey Resources Corp), Credit Agreement (New Jersey Resources 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 Acceptance and to consummate the transactions contemplated hereby and to become a Lender or Issuer (as applicable) under the Credit Agreement, (ii) it meets all the requirements to be of an Eligible Assignee under the Credit Agreement (subject to receipt of such consents, if any, 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 or Issuer (as applicable) thereunder and, to the extent of [the][the relevant] the Assigned Interest, shall have the obligations of a Lender or Issuer (as applicable) 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, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, 6.1 thereof and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Acceptance and to purchase [the][such] the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon the on any Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriateLender, made its own credit analysis and decision Issuer or any of their Related Parties, (v) attached to enter into this Assignment and Assumption Acceptance is the documentation referred to in Section 2.19(e) of the Credit Agreement and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto is any other documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] the Assignee, (vi) it is not a Borrower, the Parent, nor is it an Affiliate or Subsidiary of any Borrower or the Parent, as applicable, (vii) it is not a natural person and (viii) it is not a Defaulting Lender or a Subsidiary of a Defaulting Lender or a Person who, upon becoming a Lender under the Credit Agreement, would constitute any of the foregoing Persons; and (b) agrees that (i) it will, independently and without reliance upon the on any Administrative Agent, [the][any] the Assignor or any other Lender, Issuer or their Related Parties and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis and 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 which by the terms of the Loan Documents are required to be performed by it as a LenderLender or Issuer (as applicable).

Appears in 2 contracts

Samples: Credit Agreement (McDermott International Inc), Credit Agreement (McDermott International Inc)

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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 AgreementAgreement until such time as the Loans are automatically cancelled without action by any Person on the Borrower Assignment Effective Date, (ii) it meets all the requirements to be of an Eligible Assignee under the Credit Agreement (subject to such consents, if any, as may be required under the Credit Agreement), and (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 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, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements referred to in Section 3.05(a) thereof or delivered pursuant to Section 6.01 5.01 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] 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 Assumption and to purchase [the][such] Assigned Interest, and (vii) 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, duly completed and executed by [the][such] AssigneeAssignment; and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent, [the][any] the Auction Manager, the Collateral 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 Agreement and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents Credit Agreement are required to be performed by it as a Lender; and (c) appoints and authorizes 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 as are delegated to the Administrative Agent and the Collateral Agent, respectively, by the terms thereof, together with such powers as are reasonably incidental thereto. Following repurchase by the Borrower pursuant to this Assignment, the Assigned Interest shall, without further action by any Person, be deemed cancelled for all purposes and no longer outstanding (and may not be resold by the Borrower), for all purposes of the Credit Agreement and all other Loan Documents, including, but not limited to (A) the making of, or the application of, any payments to the Lenders under the Credit Agreement or any other Loan Document, (B) the making of any request, demand, authorization, direction, notice, consent or waiver under the Credit Agreement or any other Loan Document or (C) the determination of Required Lenders, or for any similar or related purpose, under the Credit Agreement or any other Loan Document. In connection with the Assigned Interest, the Administrative Agent is authorized to make appropriate entries in the Register to reflect any such cancellation.

Appears in 1 contract

Samples: Credit Agreement (Supervalu Inc)

Assignee. [The][Each] 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 satisfies the requirements to be an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may specified in the Credit Agreement that are required to be required under satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) it is an Other Affiliate pursuant to the Credit Agreement, (iv) no Default has occurred or is continuing or would result from the execution and delivery of this Assignment and Assumption or the consummation of the transactions contemplated hereby, (v) after giving effect to this Assignment and Assumption and the consummation of the transactions contemplated hereby, Other Affiliates (other than Debt Fund Affiliates) shall not, in the aggregate, own or hold Term Loans with an aggregate principal amount in excess of 20% of the principal amount of all Term Loans then outstanding (calculated as of the date of such purchase), (iiivi) if the Assignee is an Other Affiliate (other than a Debt Fund Affiliate), such Assignee is not in possession of any material non-public information with respect to Holdings or any of its Subsidiaries that has not been disclosed to the Lenders generally (other than those Lenders who have elected to not receive any non-public information with respect to Holdings or any of its Subsidiaries), and if so disclosed could reasonably be expected to have a material effect upon, or otherwise be material to, the market price of the applicable Loan, or the decision of an assigning Lender to sell, or of an assignee to purchase, such Loan, (vii) 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][the relevant] the Assigned Interest, shall have the obligations of a Lender thereunder, (ivviii) it is sophisticated with respect to decisions to acquire assets of the type represented by [the][such] the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] the Assigned Interest, is experienced in acquiring assets of such type, (vix) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 6.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] the Assigned Interest, (vix) it has, has independently and without reliance upon the Administrative Agent 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 Assumption and to purchase [the][such] the Assigned Interest, and , and (viix) if it is a Foreign Non-US Lender, attached hereto to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] the Assignee; and (bc) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] 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 which by the terms of the Loan Documents are required to be performed by it as a LenderLender and (iii) if the Assignee is an Other Affiliate (other than a Debt Fund Affiliate), it will at all times hereafter be subject to the voting restrictions specified in Section 10.1 of the Credit Agreement; 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 1 contract

Samples: Term Credit Agreement (Revlon Inc /De/)

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 the requirements to be is an Eligible Assignee under Assignee, (iii) it has experience and expertise in the Credit Agreement making of or investing in commitments or loans such as the Assigned Interest, (iv) it will acquire the Assigned Interest for its own account in the ordinary course and without a view to distribution of the Assigned Interest within the meaning of the Securities Act or the Exchange Act or other United States federal securities laws (it being understood that, subject to such consents, if any, as may be required under the provisions of Section 10.6 of the Credit Agreement, the disposition of the Assigned Interest or any interests therein shall at all times remain within its exclusive control), (iiiv) it will not provide any information or materials obtained by it in its capacity as Lender to the Borrower, any Permitted Holder or any Affiliate of the Borrower, (vi) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Agreement (including as a Lender thereunder to each Permitted Intercreditor Agreement) and, to the extent of [the][the relevant] 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][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, (vvii) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, Agreement and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] the Assigned InterestInterest on the basis of which it has made such analysis and decision, (viviii) 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 attached to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto is any tax documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] the Assignee; , and (ix) it has reviewed the Memorandum for Lenders dated April 30, 2018 (the “Lender Memo”) posted by Gxxxxxx Sachs Lending Partners LLC (“Gxxxxxx Sxxxx”) on the Platform and (A) acknowledges the information contained therein, including the respective rights and obligations of the various parties described therein, and (B) confirms and agrees that none of the collateral (including any cash collateral) or other credit support provided by the SPV TLB Lender (as such term is defined in the Lender Memo) or the TLB Lender (as such term is defined in the Lender Memo) to Gxxxxxx Sachs will secure the Obligations and that the Assignee shall have no rights thereto or interests therein, and (b) agrees that (i) it will, independently and without reliance upon the Administrative on any Agent, [the][any] any Issuing Bank, any Arranger, 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 which by the terms of the Loan Credit Documents are required to be performed by it as a Lender.

Appears in 1 contract

Samples: Counterpart Agreement (Fusion Connect, 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 Acceptance and to consummate the transactions contemplated hereby and to become a Lender or Issuer (as applicable) under the Credit Agreement, (ii) it meets all the requirements to be of an Eligible Assignee under the Credit Agreement (subject to receipt of such consents, if any, 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 or Issuer (as applicable) thereunder and, to the extent of [the][the relevant] the Assigned Interest, shall have the obligations of a Lender or Issuer (as applicable) 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, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, 6.1 thereof and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Acceptance and to purchase [the][such] the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriateLender, made its own credit analysis and decision Issuer or any of their Related Parties, (v) attached to enter into this Assignment and Assumption Acceptance is the documentation referred to in Section 2.16(e) of the Credit Agreement and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto is any other documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] the Assignee, (vi) it is not the Borrower nor is it an Affiliate or Subsidiary of the Borrower, (vii) it is not a natural person and (viii) it is not a Defaulting Lender or a Subsidiary of a Defaulting Lender or a Person who, upon becoming a Lender under the Credit Agreement, would constitute any of the foregoing Persons; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] the Assignor or any other Lender, Issuer or their Related Parties and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis and 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 which by the terms of the Loan Documents are required to be performed by it as a LenderLender or Issuer (as applicable).

Appears in 1 contract

Samples: Credit Agreement (McDermott International Inc)

Assignee. [The][Each] 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 satisfies the requirements to be an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may be required under 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 and the other Loan Documents as a Lender thereunder and, to the extent of [the][the relevant] the Assigned Interest, shall have the obligations of a Lender thereunder, thereunder and (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 and the ABL Intercreditor Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 6.01 5.01 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Administrative Agent or any other Lender and based on such documents and information as Lender, (v) it has deemed appropriate, made its own credit analysis examined the list of Disqualified Institutions and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, it is not (A) a Disqualified Institution or (B) an Affiliate of a Disqualified Institution and (viivi) if it is a Foreign Lender, attached hereto to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms Section 2.17 of the Credit Agreement, duly completed and executed by [the][such] Assignee; the Assignee and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] 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 ABL Intercreditor Agreement, the other Loan Documents or Annex I to Exhibit A-1-1 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 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 (Hayward Holdings, 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 AgreementAgreement or any other Credit Facility Document, (ii) it meets all satisfies the requirements to be an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may be required under specified in the Credit Agreement)Agreement or any other Credit Facility Document 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 or any other Credit Facility Document as a Lender thereunder and, to the extent of [the][the relevant] 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][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 AgreementAgreement or any other Credit Facility Document, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 6.01 5.9 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on 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 Assumption and to purchase [the][such] Assigned InterestLender, and (viiv) if it is a Foreign LenderLender not formed under the laws of the United States of America or any state thereof, attached hereto to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit AgreementAgreement or any other Credit Facility Document, duly completed and executed by [the][such] the Assignee; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] 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 or any other Credit Facility Document, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents Credit Agreement or any other Credit Facility Document are required to be performed by it as a Lender.. Exhibit A to Credit Agreement

Appears in 1 contract

Samples: Credit Agreement (Teco Energy 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 the requirements to be is an Eligible Assignee under Assignee, (iii) it has experience and expertise in the Credit Agreement making of or investing in commitments or loans such as the Assigned Interest, (iv) it will acquire the Assigned Interest for its own account in the ordinary course and without a view to distribution of the Assigned Interest within the meaning of the Securities Act or the Exchange Act or other United States federal securities laws (it being understood that, subject to such consents, if any, as may be required under the provisions of Section 10.6 of the Credit Agreement, the disposition of the Assigned Interest or any interests therein shall at all times remain within its exclusive control), (iiiv) it will not provide any information or materials obtained by it in its capacity as Lender to the Borrower, any Permitted Holder or any Affiliate of the Borrower, (vi) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Agreement (including as a Lender thereunder to each Permitted Intercreditor Agreement) and, to the extent of [the][the relevant] 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][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, (vvii) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, Agreement and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] the Assigned InterestInterest on the basis of which it has made such analysis and decision, (viviii) 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 attached to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto is any tax documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] the Assignee; , and (ix) it has reviewed the Memorandum for Lenders dated April 30, 2018 (the “Lender Memo”) posted by Xxxxxxx Sachs Lending Partners LLC (“Xxxxxxx Xxxxx”) on the Platform and (A) acknowledges the information contained therein, including the respective rights and obligations of the various parties described therein, and (B) confirms and agrees that none of the collateral (including any cash collateral) or other credit support provided by the SPV TLB Lender (as such term is defined in the Lender Memo) or the TLB Lender (as such term is defined in the Lender Memo) to Xxxxxxx Sachs will secure the Obligations and that the Assignee shall have no rights thereto or interests therein, and (b) agrees that (i) it will, independently and without reliance upon the Administrative on any Agent, [the][any] any Arranger, 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 which by the terms of the Loan Credit Documents are required to be performed by it as a Lender.

Appears in 1 contract

Samples: Counterpart Agreement (Fusion Connect, 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 satisfies the requirements to be an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may be required under 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][the relevant] 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][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, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 6.01 5.01 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on 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 Assumption and to purchase [the][such] Assigned InterestLender, and (viiv) if it is a Foreign Lender, attached hereto to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] the Assignee; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] 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 which by the terms of the Loan Documents are required to be performed by it as a Lender. 3 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement dated as of September 7, 2017 and as may be amended, restated, supplemented or otherwise modified from time to time, among Delphi Jersey Holdings PLC, Delphi Powertrain Corporation, the Subsidiary Borrowers from time to time party thereto, the Lenders from time to time party thereto, the Issuing Banks from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.

Appears in 1 contract

Samples: Pledge and Security Agreement (Delphi Technologies PLC)

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 Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Bridge Loan Agreement, (ii) it meets all the requirements to be an Eligible Assignee assignee under Section 10.07 of the Credit Bridge Loan Agreement (subject to such consents, if any, as may be required under the Credit Agreement)thereunder) and is not a Disqualified Institution, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Bridge Loan Agreement as a Lender thereunder and, to the extent of [the][the relevant] 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][such] the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Bridge Loan Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Acceptance and to purchase [the][such] 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 Assumption Acceptance and to purchase [the][such] the Assigned Interest, and (vii) if it is a Foreign Lender, Person attached hereto to the Assignment and Acceptance is any documentation required to be delivered by it pursuant to the terms of the Credit Bridge Loan Agreement, duly completed and executed by [the][such] the Assignee; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] 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 which by the terms of the Loan Documents are required to be performed by it as a Lender.

Appears in 1 contract

Samples: Day Bridge Term Loan Agreement (Harris Corp /De/)

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 Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit AgreementAgreement [(subject to the limitations set forth in Section 13.6(h) of the Credit Agreement)](1), (ii) it meets is not Holdings, the Borrower, a Subsidiary of the Borrower, a natural person, an Ineligible Institution or a Defaulting Lender and otherwise satisfies all the requirements to be an Eligible Assignee under the Credit Agreement (subject to such consentsother requirements, if any, as may be required under 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][the relevant] 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][such] the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire [the][such] the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 6.01 9.1(a)-(b) thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Acceptance and to purchase [the][such] the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on 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 Assumption and to purchase [the][such] Assigned Interest, and (viivi) if it is a Foreign Non-U.S. Lender, attached hereto to this Assignment and Acceptance is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] the Assignee; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] the Assignor or any other LenderLender and, 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, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.Credit

Appears in 1 contract

Samples: Credit Agreement (MBOW Four Star, L.L.C.)

Assignee. [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 Loan Agreement, (ii) it meets all the requirements to be an Eligible Assignee assignee under Section 11.8(b) of the Credit Loan Agreement (subject to such consents, if any, 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][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 Loan Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 7.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] 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 into.this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Loan Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon 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, and (ii) it will perform in accordance with their terms all of the obligations 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 (MGM Resorts International)

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 Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement (including, without limitation, subject to the limitations set forth in Section 9.04(i) of the Credit Agreement), (ii) it meets all satisfies the requirements to be an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may be required under 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][the relevant] 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][such] the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire [the][such] the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 6.01 5.04 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriateLender, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (viivi) if it is a Foreign Lender, attached hereto to this Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] the Assignee, (vii) except as previously disclosed in writing to the Administrative Agent and the Lenders, it does not, as of the date hereof, have any non-public Material Information (“MNPI”) with respect to any Borrower or its Subsidiaries or their securities that has not been disclosed to the assigning Lender (other than because such assigning Lender does not wish to receive MNPI with respect to any Borrower or its Subsidiaries or securities) on or prior to the date hereof; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] 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 which by the terms of the Loan Documents are required to be performed by it as a LenderLender (including, without limitation, Section 9.23 of the Credit Agreement).

Appears in 1 contract

Samples: Credit Agreement (Caesars Acquisition Co)

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 the requirements to be an Eligible is not a Disqualified Assignee under the Credit Agreement (subject to such consents, if any, 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 relevant] 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][such] the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 5.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] 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 Assumption and to purchase [the][such] the Assigned Interest, and (vii) if it is a Foreign Non-U.S. Lender, attached hereto to this Assignment is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] the Assignee; and (b) agrees that (i) it will, independently and without reliance upon the on Administrative Agent, [the][any] 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 which by the terms of the Loan Credit Documents are required to be performed by it as a Lender.

Appears in 1 contract

Samples: Credit Agreement (Intrawest Resorts Holdings, Inc.)

Assignee. [The][Each] 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 Term Loan Credit Agreement, (ii) it meets all satisfies the requirements to be an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may specified in the Term Loan Credit Agreement that are required to 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 Term Loan Credit Agreement and the other Loan Documents as a Lender thereunder and, to the extent of [the][the relevant] the Assigned Interest, shall have the obligations of a Lender thereunder, thereunder and (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 Pari Passu Credit Agreement, the ABL Intercreditor Agreement and has received or has been accorded the opportunity to receive Junior Lien Intercreditor Agreement (if applicable), together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, 5.01 thereof and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Administrative Agent or any other Lender and based on such documents and information as Lender, (v) it has deemed appropriate, made its own credit analysis examined the list of Disqualified Institutions and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, it is not (A) a Disqualified Institution or (B) an Affiliate of a Disqualified Institution and (viivi) if it is a Foreign Lender, attached hereto to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms Section 2.17 of the Term Loan Credit Agreement, duly completed and executed by [the][such] Assignee; the Assignee and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] 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 Term Loan Credit Agreement, the ABL Intercreditor Agreement and the Pari Passu Intercreditor Agreement, the Junior Lien Intercreditor Agreement (if applicable), 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 which by the terms of the Loan Documents are required to be performed by it as a Lender.. Annex I to Exhibit A-1-1

Appears in 1 contract

Samples: Security Agreement (PQ Group Holdings 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 satisfies the requirements to be an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may be required under 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 thereunder, (iii) it is not a Defaulting Lender, a Disqualified Lender, a natural person or an Affiliated Lender, (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 relevant] Assigned Interestprovided in this Assignment and Assumption, shall have the rights and obligations of a Lender thereunderunder the Credit Agreement, (ivv) it is sophisticated with respect to decisions to acquire assets of the type represented by [the][such] the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire [the][such] the Assigned Interest, is experienced in acquiring assets of such type, (vvi) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section Sections 5.05 or 6.01 thereofof the Credit Agreement, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] the Assigned InterestInterest on the basis of which it has made such analysis and decision, (vi) it has, independently and without reliance upon on the Administrative Agent Agent, the Assignor 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 Assumption and to purchase [the][such] the Assigned Interest, and (vii) if it is not already a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of Lender under the Credit Agreement, duly completed attached to this Assignment and executed Assumption is an Administrative Questionnaire as required by [the][such] Assigneethe Credit Agreement and (viii) 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; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] 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 which by the terms of the Loan Documents are required to be performed by it as a Lender, including its obligations pursuant to Section 3.01 of the Credit Agreement; and (c) 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.

Appears in 1 contract

Samples: Credit Agreement (ESH Hospitality, 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 the requirements to be an Eligible Assignee assignee under Section 9.08 of the Credit Agreement (subject to such consents, if any, as may be required under the Credit Agreementthereunder), including that it is not a Disqualified 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][the relevant] 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][such] the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 5.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] 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 Assumption and to purchase [the][such] the Assigned Interest, and (vii) if it is a Foreign LenderPerson, attached hereto to this Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] the Assignee; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] 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 which by the terms of the Loan Documents Credit Agreement are required to be performed by it as a Lender.

Appears in 1 contract

Samples: Assignment and Assumption (Lockheed Martin 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 Agreement and the Co-Lender Agreement, (ii) it meets all the requirements to be an Eligible Assignee assignee under the Credit Co-Lender Agreement (subject to such consents, if any, as may be required under the Credit Agreementthereunder), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement and the Co-Lender Agreement as a Lender thereunder and, to the extent of [the][the relevant] 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][such] the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement and the Co-Lender Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereofby the Borrower and other obligors, as applicable, delivered pursuant thereto and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] the Assigned Interest, Interest,(vi) (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 Assumption and to purchase [the][such] the Assigned Interest, ; and (vii) if it is a Foreign Lender, attached hereto to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] the Assignee; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] 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 and(ii) (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Appears in 1 contract

Samples: www.olshanlaw.com

Assignee. [The][EachThe] [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 and a party to the Loss Sharing Agreement, dated as of [ ], 2008 (the “Loss Sharing Agreement”) by and among the Lenders and the Administrative Agent, (ii) it meets all the requirements to be an Eligible Assignee assignee under Section 10.07(b) of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.07(b)(i) 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 the Loss Sharing Agreement and, to the extent of [the][the the] [the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with 1 Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement dated as of May [ ], 2008 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among BT TRIPLE CROWN MERGER CO., INC., to be merged with and into Clear Channel Communications, Inc., a Texas corporation (the “Parent Borrower”), the Foreign Subsidiary Revolving Borrowers from time to time party thereto, the Subsidiary Co-Borrowers from time to time party thereto (together with the Parent Borrower and the Foreign Subsidiary Revolving Borrowers, the “Borrowers”), Clear Channel Capital I, LLC, a Delaware limited liability company (“Holdings”), Citibank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), Swing Line Lender and L/C Issuer, each lender from time to time party thereto and the other agents named therein. respect to decisions to acquire assets of the type represented by [the][suchthe] [such] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][suchthe] [such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement and the Loss Sharing Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 4.01(f) or Section 6.01 thereofof the Credit Agreement, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][suchthe] [such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative on any 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 Assumption and to purchase [the][suchthe] [such] Assigned Interest, (vii) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption is an Administrative Questionnaire, (viii) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date and (viiix) if it is a Foreign Lender, attached hereto to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms Section 3.01 of the Credit Agreement, duly completed and executed by [the][such] Assignee; the Assignee and (b) agrees that (i) it will, independently and without reliance upon the Administrative any Agent, [the][anythe] [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 which by the terms of the Loan Documents are required to be performed by it as a Lender.

Appears in 1 contract

Samples: Security Agreement (Clear Channel Communications Inc)

Assignee. [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 Loan Agreement, (ii) it meets all the requirements to be an Eligible Assignee assignee under the Credit Loan Agreement (subject to such consents, if any, 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][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][suchthe] [such] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][suchthe] [such] Assigned Interest, is or experienced in acquiring assets of such type, (v) it has received a copy of the Credit Loan Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereofthe terms of the Loan Agreement, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][suchthe] [such] 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 Assumption and to purchase [the][suchthe] [such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Loan Agreement, duly completed and executed by [the][suchthe] [such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent, [the][anythe] [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 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 (Cedar Shopping Centers 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 Acceptance and to consummate the transactions contemplated hereby and to become a Lender or Issuer (as applicable) under the Credit Agreement, (ii) it meets all the requirements to be of an Eligible Assignee under the Credit Agreement (subject to receipt of such consents, if any, 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 or Issuer (as applicable) thereunder and, to the extent of [the][the relevant] the Assigned Interest, shall have the obligations of a Lender or Issuer (as applicable) 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, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, 6.1 thereof and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Acceptance and to purchase [the][such] the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon the on any Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriateLender, made its own credit analysis and decision Issuer or any of their Related Parties, (v) attached to enter into this Assignment and Assumption Acceptance is the documentation referred to in Section 2.19(e) of the Credit Agreement and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto is any other documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] the Assignee, (vi) it is not a Borrower, the Parent, nor is it an Affiliate or Subsidiary of any Borrower or the Parent, as applicable, (vii) it is not a natural person and (viii) it is not a Defaulting Lender or a Subsidiary of a Defaulting Lender or a Person who, upon becoming a Lender under the Credit Agreement, would constitute any of the foregoing Persons; and (b) agrees that (i) it will, independently and without reliance upon the on any Administrative Agent, [the][any] the Assignor or any other Lender, Issuer or their Related Parties and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis and 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 which by the terms of the Loan Documents are required to be performed by it as a Lender.Lender or Issuer (as applicable). #6072630.24

Appears in 1 contract

Samples: Credit Agreement (McDermott International 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 satisfies the requirements to be an Eligible Assignee under specified in the Credit Agreement (subject that are required to such consentsbe satisfied by it in order to acquire the Assigned Interest and become a Lender and upon becoming a Lender as of the Assignment Effective Date, if any, as may be required under the Credit Agreement)it is not a Defaulting Lender, (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] 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][such] the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] 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, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 6.01 5.01 thereof, as applicable, and such other documents and information as it deems 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][such] the Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents documentation 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][suchthe] Assigned Interest, [such] assigned interest and (vii) if it is a Foreign Lender, attached hereto to the Assignment is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] the Assignee; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] 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 which by the terms of the Loan Documents are required to be performed by it as a Lender; and (c) 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 1 contract

Samples: Credit and Guaranty Agreement (Grifols SA)

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 the requirements to be an Eligible Assignee assignee under Section 11.06(b) of the Credit Agreement (subject to such consents, if any, as may be required under Section 11.06(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 relevant] 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][such] the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire [the][such] the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 7.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] 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 Assumption and to purchase [the][such] the Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] the Assignee; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] 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 Table of Contents Documents, and (ii) it will perform in accordance with their terms all of the obligations 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 (Building Materials Holding Corp)

Assignee. [The][Each] 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 satisfies the requirements to be an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may be required under 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][the relevant] 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][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, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 6.01 3.05 thereof (or delivered pursuant to Section 5.04 thereof), as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Acceptance and to purchase [the][such] the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on 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 Assumption and to purchase [the][such] Assigned InterestLender, and (viiv) if it is a Foreign Lender, attached hereto to the Assignment and Acceptance is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] the Assignee; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] 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 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 (Claires Stores Inc)

Assignee. [The][Each] 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 Term Loan Agreement, (ii) it meets all the requirements to be of an Eligible Assignee under the Credit Term Loan Agreement (subject to receipt of such consents, if any, consents as may be required under the Credit Term Loan Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Term Loan Agreement as a Lender thereunder and, to the extent of [the][the relevant] 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][such] the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Term Loan Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Administrative Agent or any other Lender and based on such documents and information as Lender, (vi) it has deemed appropriate, made its own credit analysis delivered a true and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, complete Administrative Questionnaire and (vii) if it is not a Foreign “Defaulting Lender, attached hereto ,” as such term is any documentation required to be delivered by it pursuant to defined in the terms of the Credit Term Loan Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] 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 which by the terms of the Loan Documents are required to be performed by it as a Lender.

Appears in 1 contract

Samples: Term Loan Agreement (Willis Group Holdings PLC)

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 is not a Disqualified Institution and it meets all the requirements to be of an Eligible Assignee under the Credit Agreement (subject to such consents, if any, 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 relevant] 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][such] the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 5.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] 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 Assumption and to purchase [the][such] the Assigned Interest, and (vii) it is not a Sponsor Investor, Holdings or a Subsidiary of Holdings, (viii) if it is not already a Foreign LenderLender under the Credit Agreement, attached hereto to the Assignment and Assumption an Administrative Questionnaire in the form provided by the Administrative Agent and (ix) attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms Section 2.15 of the Credit Agreement, duly completed and executed by [the][such] the Assignee; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] 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 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 (Transfirst Holdings 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 Agreement, (ii) it is not an Affiliate Lender, (iii) it meets all the requirements to be of an Eligible Assignee under the Credit Agreement (subject to receipt of such consents, if any, 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][the relevant] 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][such] the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] the Assigned Interest, is experienced in acquiring assets of such type, (vvi) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Administrative Agent or any other Lender and based on such documents and information as Lender, (vii) it has deemed appropriatedelivered a true and complete Administrative Questionnaire substantially in the form of Exhibit E-3 to the Credit Agreement, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (viiviii) 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, duly completed and executed by [the][such] the Assignee, and (ix) it is not a “Defaulting Lender” or a “Disqualified Lender”, as such terms are defined in the Credit Agreement; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] 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 which by the terms of the Loan Documents are required to be performed by it as a LenderLender and (iii) any prior consent to an amendment or any prior waiver in respect of the Credit Agreement (including, for the avoidance of doubt, the Section 10.01 Amendment (as defined in the Second Amendment)) or any other Loan Document by the Assignor shall bind the Assignee.

Appears in 1 contract

Samples: Credit Agreement (Tribune Media Co)

Assignee. [The][Each] 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 satisfies the requirements to be an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may be required under 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][the relevant] 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][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, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Acceptance and to purchase [the][such] the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on 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 Assumption and to purchase [the][such] Assigned InterestLender, and (viiv) if it is a Foreign Lender, attached hereto to the Assignment and Acceptance is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] the Assignee; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] 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 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 (Rotech Healthcare 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 satisfies the requirements to be an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may be required under 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][the relevant] 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][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, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 6.01 5.01 thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.04 thereof, as applicable), and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Administrative Agent or any other Lender, and (v) if it is a Lender and based on such documents and information as it has deemed appropriatethat is a U.S. Person, made its own credit analysis and decision attached to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interestis IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding tax, and (viivi) if it is a Foreign Lender, attached hereto to this Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms Section 2.17 of the Credit Agreement, duly completed and executed by [the][such] the Assignee, and (vii) it does 9 Each Lender acknowledges that the Borrower has requested it to consult with the Borrower prior to entering into any assignment agreement that would require the consent of the Borrower pursuant to paragraph (b)(i)(A) of Section 9.04 of the Credit Agreement; provided, however, that no Lender shall be obligated to consult with the Borrower regarding any such assignment and any failure to do so will not result in any liability of a Lender hereunder or otherwise affect the rights or obligations of the parties hereto. not bear a relationship to the Borrower as described in Section 108(e)(4) of the Code; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] 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 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 (NCR 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 Agreement, (ii) it is not a Disqualified Institution and it meets all the requirements to be of an Eligible Assignee under the Credit Agreement (subject to such consents, if any, 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 relevant] 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][such] the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 5.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] 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 Assumption and to purchase [the][such] the Assigned Interest, and (vii) it is not a Defaulting Lender, a Sponsor Investor, Holdings or a Subsidiary of Holdings, (viii) if it is not already a Foreign LenderLender under the Credit Agreement, attached hereto to the Assignment and Assumption an Administrative Questionnaire in the form provided by the Administrative Agent and (ix) attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms Section 2.15 of the Credit Agreement, duly completed and executed by [the][such] the Assignee; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] 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 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 (Transfirst Holdings 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 Agreement, (ii) it meets all the requirements to be of an Eligible Assignee under the Credit Agreement (subject to such consents, if any, 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 and the other Credit Documents as a Lender thereunder and, to the extent of [the][the relevant] 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][such] the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements and other reports delivered pursuant to Section 6.01 5.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] 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 Assumption and to purchase [the][such] the Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto to this Assignment is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] the Assignee; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] 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 which by the terms of the Loan Credit Documents are required to be performed by it as a Lender; and (c) 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 Credit Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto.

Appears in 1 contract

Samples: Patent Security Agreement (BlueLinx Holdings Inc.)

Assignee. [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 the requirements to be an Eligible Assignee under the Credit Agreement (subject to such consents, if any, 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 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, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, thereof and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] 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 Assumption and to purchase [the][such] Assigned Interest, and (vii) 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, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon 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, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. The Assignee represents and warrants as of the Effective Date that it is not (A) an employee benefit plan subject to Title I of ERISA, (B) a plan or account subject to Section 4975 of the Internal Revenue Code, (C) an entity deemed to hold “plan assets” of any such plans or accounts for purposes of ERISA or the Internal Revenue Code, or (D) a “governmental plan” within the meaning of ERISA.

Appears in 1 contract

Samples: Credit Agreement (Analog Devices 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 satisfies the requirements to be an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may be required under 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 thereunder, (iii) it is not a Defaulting Lender, a natural person or an Affiliated Lender and it has reviewed the list of Disqualified Lenders maintained by the Administrative Agent and the Assignee is not a Disqualified Lender or an Affiliate of a Disqualified Lender, (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 relevant] Assigned Interestprovided in this Assignment and Assumption, shall have the rights and obligations of a Lender thereunderunder the Credit Agreement, (ivv) it is sophisticated with respect to decisions to acquire assets of the type represented by [the][such] the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire [the][such] the Assigned Interest, is experienced in acquiring assets of such type, (vvi) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, of the Credit Agreement and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Administrative Agent Agent, the Assignor or any other Lender and based on such documents and information as it has deemed appropriateLender, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is not already a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of Lender under the Credit Agreement, duly completed attached to this Assignment and executed Assumption is an Administrative Questionnaire as required by [the][such] Assignee; the Credit Agreement and (viii) 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 and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] 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 which by the terms of the Loan Documents are required to be performed by it as a Lender, including its obligations pursuant to Section 3.01 of the Credit Agreement.

Appears in 1 contract

Samples: Credit Agreement (Apria, Inc.)

Assignee. [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 the requirements to be an Eligible Assignee assignee under the Credit Agreement (subject to such consents, if any, 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 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, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] 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 Assumption and to purchase [the][such] Assigned Interest, and (vii) 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, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon 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, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Appears in 1 contract

Samples: Assignment and Assumption (Aventine Renewable Energy Holdings 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 the requirements to be an Eligible Assignee assignee under the Credit Agreement (subject to such consents, if any, 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 relevant] 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][such] the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 7.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] 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 Assumption and to purchase [the][such] the Assigned Interest, and (vii) 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, duly completed and executed by [the][such] the Assignee; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] 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 which by the terms of the Loan Credit Documents are required to be performed by it as a Lender.

Appears in 1 contract

Samples: Credit Agreement (Pfsweb Inc)

Assignee. [The][Each] 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 satisfies the requirements to be an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may be required under 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][the relevant] 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][such] the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire [the][such] the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, Agreement and has received or has been accorded the opportunity to receive copies of the most recent financial statements referred to in Section 3.04(a) or delivered pursuant to Section 6.01 5.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] 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 Assumption and to purchase [the][such] the Assigned Interest, Interest and (vii) if it is a Foreign Lender, attached hereto to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] the Assignee; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] 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 which by the terms of the Loan Documents are required to be performed by it as a Lender. To the extent the Assignee is an Affiliated Lender, in connection with any Dutch Auction by Holdings, either Borrower and/or any of their Subsidiaries, such Assignee (x) represents and warrants to the Assignor, as of the date of any such purchase and assignment, that it is not in possession of MNPI with respect to the Borrowers or any of EXHIBIT B their subsidiaries or their respective Securities that (A) has not been disclosed to the Assignor prior to such date and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, the Assignor’s decision to assign Term Loans to such Assignee (in each case, other than because the Assignor does not wish to receive MNPI with respect to the Borrowers or any of their subsidiaries or their respective securities) or (y) has disclosed to the Assignor that it cannot make such representation and warranty, in which case, by this Assignment and Assumption, the Assignor has acknowledged and agreed that in connection with this Assignment and Assumption, (1) such Affiliated Lender or its Affiliates may have, and later may come into possession of, MNPI, (2) such Assignor has independently, without reliance on the applicable Affiliated Lender, the Sponsors, Holdings, either Borrower, any of their subsidiaries, the Administrative Agent, the Arrangers or any of their respective Affiliates, made its own analysis and determination to participate in such assignment notwithstanding such Assignor’s lack of knowledge of the MNPI, (3) none of the applicable Affiliated Lenders, the Sponsors, Holdings, either Borrower, any of their subsidiaries, the Administrative Agent, the Arrangers or any of their respective Affiliates shall have any liability to such Assignor, and such Assignor hereby waives and releases, to the extent permitted by law, any claims it may have against the applicable Affiliated Lender, the Sponsors, Holdings, each Borrower, each of their 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. If the Assignee is an Affiliated Lender, it agrees that solely in its capacity as an Affiliated Lender, it will not be entitled to (i) 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 (ii) 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 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 Term Loans required to be delivered to Lenders pursuant to Article 2 of the Credit Agreement).

Appears in 1 contract

Samples: Credit Agreement (Party City Holdco 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 and, if the Assignment and Assumption is being delivered in connection with an Assignment/Conversion, a Holder under the Indenture and Security Agreement, (ii) it meets all the requirements to be of an Eligible Assignee Approved Lender under the Credit Agreement (subject to receipt of such consents, if any, 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 Holder under the Indenture and Security Agreement, (iii) from and after the Effective Assignment 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 and Security Agreement as a Holder thereunder and, to the extent of [the][the relevant] the Assigned Interest, shall have the obligations of a Lender or Noteholder thereunder, and (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, the Indenture and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, Security Agreement and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Administrative Loan 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 Assumption and to purchase [the][such] Assigned Interest, and (vii) 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, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Loan Agent, [the][any] 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 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 Holder.

Appears in 1 contract

Samples: Assignment and Assumption (Blue Owl Credit Income Corp.)

Assignee. [The][Each] 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 satisfies the requirements to be an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may be required under 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 and the other Loan Documents as a Lender thereunder and, to the extent of [the][the relevant] 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][such] the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements provided to prospective lenders prior to the Closing Date and/or copies of the most recent financial statements delivered pursuant to Section 6.01 5.01 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Administrative Agent or any other Lender and based on such documents and information as Lender, (vi) it has deemed appropriateexamined the list of Disqualified Institutions and it is not (A) a Disqualified Institution or (B) an Affiliate of a Disqualified Institution (other than, made its own credit analysis and decision to enter into in the case of this Assignment and Assumption and to purchase [the][such] Assigned InterestClause (B), such an affiliate excluded from the definition of “Disqualified Institution” by the terms thereof) and (vii) if it is a Foreign Lender, attached hereto to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms Section 2.17 of the Credit Agreement, duly completed and executed by [the][such] Assignee; the Assignee and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] 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 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 (Victory Capital Holdings, 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 the requirements to be an Eligible Assignee assignee under the Credit Agreement (subject to such consents, if any, as may be required under Section 8.05(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 relevant] 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][such] the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] 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 Assumption and to purchase [the][such] the Assigned Interest, and (vii) 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, duly completed and executed by [the][such] the Assignee; and (b) agrees that (i) it will, independently and without reliance upon 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, and (ii) it will perform in accordance with their the terms all of the obligations 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 (Enbridge Energy Partners Lp)

Assignee. [The][EachThe] [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, ; (iib) it meets all the requirements to be an Eligible Assignee under the Credit Agreement (subject to such consents, if any, 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 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) confirms that it has received a copy of the Credit AgreementAgreement and the other Loan Documents, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof7.4 of the Credit Agreement, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Administrative Agent, the Canadian Funding 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 Assumption and to purchase [the][such] Assigned Interest, and Lender; (vii) 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, duly completed and executed by [the][such] Assignee; and (bc) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the][any] the Canadian Funding 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 Credit Agreement and the other Loan Documents; (d) appoints and authorizes the Administrative Agent and the Canadian Funding 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 the Canadian Funding Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (e) represents and warrants that if it is a U.S. Lender that is a Foreign Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; (iif) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents Credit Agreement are required to be performed by it as a Lender., Assignee or otherwise; and (g) represents and warrants that it has delivered, to the Administrative Agent, to the extent required, the forms described in Section 11.4(b) of the Credit Agreement, as the case requires. [The] [Each] Assignee that is becoming a Canadian Lender represents and warrants to the Canadian Borrower, the Administrative Agent, and the Canadian Funding Agent that it is (i) resident in Canada for purposes of the ITA or (ii) deemed to be resident in Canada for purposes of Part XIII of the ITA in respect of any amounts paid or credited to it under this Agreement. [The] [Each] Assignee that is becoming a Canadian Lender further represents and warrants to the Canadian Borrower, the Administrative Agent, and the Canadian Funding Agent that in respect of any amounts paid or credited to it under this Agreement, such Canadian Lender will be entitled to receive such amount free and clear of, and without any obligation on the part of the Canadian Borrower to make any withholding or deduction for or on account of any taxes imposed by Canada or any subdivision or taxing authority thereof. [The] [Each] Assignee that is becoming a Canadian Lender covenants and agrees to promptly advise the Canadian Borrower, the Administrative Agent, and the Canadian Funding Agent if either representation becomes incorrect in any material respect, and to cooperate with the Borrowers and to provide information necessary to determine the amount of any deduction or withholding of taxes in respect of payments made to such Assignee as contemplated in Section 4.15 of the Credit Agreement

Appears in 1 contract

Samples: Revolving Credit Agreement (Corn Products International Inc)

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