Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) 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 (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) 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 (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Assignor[s]. 1 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.
Assignor[s]. [Assignor [is] [is not] a Defaulting Lender]
Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) its Commitment in respect of Term Loans, and the outstanding balances of its Term Loans, in each case, without giving effect to assignments thereof which have not become effective, are as set forth herein, (iv) 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 (v) it is not a Defaulting Lender; and (b) makes no representation or warranty and assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto (other than this Affiliated Lender Assignment and Assumption) or any collateral thereunder, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrowers, any of their Restricted Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrowers, any of their Restricted Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document or any other instrument or document furnished pursuant to the Credit Agreement. In connection with any Dutch Auction, [the][each] Assignor acknowledges and agrees that in connection with this Affiliated Lender Assignment and Assumption, (1) the applicable Affiliated Lender or its Affiliates may have, and later may come into possession of, material non-public information with respect to the Borrowers and/or any subsidiary thereof and/or their respective Securities (“MNPI”), (2) [the][such] Assignor has independently, without reliance on the applicable Affiliated Lender, the Investors, the Borrower, any of its subsidiaries, the Administrative Agent, the Arrangers or any of their respective Affiliates, made its own analysis and determination to participate in such assignment notwithstanding [the][such] Assignor’s lack of knowledge of the MNPI, (3) none of the applicable Affiliated Lenders, the Investors, the Borrowers, any of their su...
Assignor[s]. Subject to the terms and conditions of this Assignment and Acceptance, the Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes without recourse to the Assignor, a [$ ] interest in and to the rights, benefits, indemnities and obligations of the Assignor under the Credit Agreement equal to [ %] in respect of the Assignor’s Commitment Amount immediately prior to the Effective Date (as hereinafter defined).
Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) 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 (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of the Credit Agreement, or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under the Credit Agreement.
Assignor[s]. [Each][The] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [its][the] Assigned Interest, (ii) [its][the] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) 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 (iv) it is [not] a Defaulting Lender; and (b) except as set forth herein, makes no representation or warranty and assumes no responsibility with respect to (i) any statements, representations or warranties made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, validity, legality, enforceability, sufficiency, genuineness or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto or any collateral thereunder, (iii) the performance or observance by the Company, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto or (iv) the financial condition of the Company, any of its Subsidiaries or Affiliates or any other Person obligated in respect of the Credit Agreement or any other Loan Document.
Assignor[s]. 2. Assignee[s]: ______________________________ ______________________________ [for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]]
Assignor[s] as Assignor [Type or print legal name of Assignor] By Title: Dated: _________ __, ____ _______________________________, as Assignor [Type or print legal name of Assignor] By Title: Dated: _________ __, ____ _______________________________, as Assignor [Type or print legal name of Assignor] By Title: Dated: _________ __, ____ _______________________________, as Assignor [Type or print legal name of Assignor] By Title: Dated: _________ __, ____ Assignees _______________________________, as Assignee [Type or print legal name of Assignee] By Title: E-mail address for notices: Dated: _________ __, ____ Domestic Lending Office: Eurodollar Lending Office: _______________________________, as Assignee [Type or print legal name of Assignee] By Title: E-mail address for notices: Dated: _________ __, ____ Domestic Lending Office: Eurodollar Lending Office: _______________________________, as Assignee [Type or print legal name of Assignee] By Title: E-mail address for notices: Dated: _________ __, ____ Domestic Lending Office: Eurodollar Lending Office: _______________________________, as Assignee [Type or print legal name of Assignee] By Title: E-mail address for notices: Dated: _________ __, ____ Domestic Lending Office: Eurodollar Lending Office: Accepted [and Approved] this ____ day of ___________, ____ CITICORP NORTH AMERICA, INC., as Administrative Agent By Title: [Approved this ____ day of _____________, ____ SUNSTONE HOTEL PARTNERSHIP, LLC By: Sunstone Hotel Investors, Inc., its Sole Managing Member By Title:] EXHIBIT E-1 to the REVOLVING CREDIT AGREEMENT FORM OF OPINION OF COUNSEL TO THE LOAN PARTIES [See Attached] EXHIBIT E-2 to the REVOLVING CREDIT AGREEMENT FORM OF OPINION OF MARYLAND COUNSEL TO THE LOAN PARTIES [See Attached] EXHIBIT F to the REVOLVING CREDIT AGREEMENT FORM OF UNENCUMBERED POOL CERTIFICATE Sunstone Hotel Investors, Inc. Unencumbered Pool Certificate Period ending __/__/__ Citicorp North America, Inc., as Administrative Agent under the Credit Agreement referred to below 0 Xxxxx Xxx, Xxxxx 000 Xxx Xxxxxx, Xxxxxxxx 00000 Attention: Xxxxxx Xxxxxx Pursuant to provisions of the Revolving Credit Agreement, dated as of July 17, 2006, among Sunstone Hotel Partnership, LLC, a Delaware limited liability company (the “Borrower”), Sunstone Hotel Investors, Inc., a Maryland corporation (the “Parent”), the Subsidiary Guarantors party thereto, the Lender Parties party thereto and Citicorp North America, Inc., as Administrative Agent for the Lender Parties...
