Assignees. [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 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 assignee under Section 9.04(b) of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.04(b) of the Credit Agreement), (iii) from and after the Effective Date referred to in this Assignment and Acceptance, 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 5.04 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 Acceptance and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon any Agent, any L/C Issuer 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 Acceptance and to purchase [the][such] Assigned Interest, and (vii) attached hereto is the 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 any 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 (EVERTEC, Inc.), Credit Agreement (EVERTEC, Inc.)
Assignees. [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 Acceptance 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 assignee Eligible Assignee under Section 9.04(b) of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.04(b13.10(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date referred to in this Assignment and AcceptanceDate, 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][suchthe] [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 5.04 of the Credit Agreement 7.1] [Section 9.1] 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 Acceptance Assumption and to purchase [the][suchthe] [such] Assigned Interest, (vi) it has, independently and without reliance upon any Agent, any L/C Issuer 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 Acceptance Assumption and to purchase [the][suchthe] [such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto to the Assignment and Assumption is the 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 any 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 2 contracts
Samples: Intercreditor Agreement (Beacon Roofing Supply Inc), Intercreditor Agreement (Beacon Roofing Supply Inc)
Assignees. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Affiliated Lender Assignment and Acceptance 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 9.04(b) 11.6 of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.04(b11.6(b) of the Credit Agreement), (iii) from and after the Effective Date referred to in this Assignment and AcceptanceDate, 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 Assigned Interest, [the][such] 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, type,]8 (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 5.04 of the Credit Agreement 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 Affiliated Lender Assignment and Acceptance Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon any Agent, any L/C Issuer 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 Affiliated Lender Assignment and Acceptance Assumption and to purchase [the][such] Assigned Interest, and (vii) attached hereto to the Affiliated Lender Assignment and Assumption is the 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 any 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. [The] [Each] Assignee represents and warrants that it is an Affiliated Lender and [the Borrower] [a Subsidiary of the Borrower]. By executing this Affiliated Lender Assignment and Assumption, the Assignee agrees to be bound by the terms of Section 11.6(g), 11.21(a) [and 11.21(b)]9 of the Credit Agreement, and represents and warrants that the purchase and assumption of the Assigned Interest satisfies the terms and conditions of Section 11.6(g), 11.21(a) [and 11.21(b)]10 of the Credit Agreement. 8 Include bracketed language for all Affiliated Lender Assignment and Assumptions other than an assignment to a Borrower or its Subsidiaries. 9 Include if the Assignee is an Affiliated Lender. 10 Include if the Assignee is an Affiliated Lender.
Appears in 1 contract
Assignees. [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 Acceptance 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 assignee under Section 9.04(b) 9.05 of the Credit Loan Agreement (subject to such consents, if any, as may be required under Section 9.04(b) 9.05 of the Credit Loan Agreement), (iii) from and after the Assignment Effective Date referred to in this Assignment and AcceptanceDate, 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 5.04 of the Credit Agreement 5.01(a) and (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 Acceptance Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon any Agent, any L/C Issuer 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 Acceptance Assumption and to purchase [the][such] Assigned Interest, and (vii) attached hereto to this Assignment and Assumption is the 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 any 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
Assignees. [The][Each] 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 Acceptance and to consummate the transactions contemplated hereby and to become a DIP Lender under the Credit Agreement, (ii) it meets all the requirements to be of an assignee Eligible Lender and Eligible Subscriber (or its designated affiliate (including funds under Section 9.04(bcommon management)) of under the Credit Agreement (subject to receipt of such consents, if any, consents as may be required under Section 9.04(b) of the Credit Agreement), (iii) from and after the Effective Date referred to in this Assignment and AcceptanceDate, it shall be bound by the provisions of the Credit Agreement as a DIP Lender thereunder and, to the extent of [the][the relevant] the Assigned Interest, shall have the obligations of a DIP 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 5.04 of the Credit Agreement 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 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 any Agent, any L/C Issuer on the DIP 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 Acceptance and to purchase [the][such] Assigned InterestDIP Lender, and (viiv) if it is a Foreign Lender, attached hereto is the 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 any on the DIP Administrative Agent, [the][any] the Assignor or any other DIP 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 DIP Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the DIP Loan Documents are required to be performed by it as a DIP Lender.
Appears in 1 contract
Samples: Master Assignment and Acceptance (Baupost Group LLC/Ma)
Assignees. [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 Acceptance 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 Eligible Assignee under Section 9.04(b) 9.07 of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.04(b9.07(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date referred to in this Assignment and AcceptanceDate, 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] 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 5.04 of the Credit Agreement 5.01(i) thereof, financial statements referred to in Section 4.01(e) 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 Acceptance Assumption and to purchase [the][suchthe] [such] Assigned Interest, (vi) it has, independently and without reliance upon any Agent, any L/C Issuer 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 Acceptance Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto to the Assignment and Assumption is the 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 any 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 1 contract
Assignees. [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 Acceptance 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 9.04(b10.04(b) of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.04(b10.04(b) of the Credit Agreement), (iii) from and after the Effective Date referred to in this Assignment and AcceptanceDate, 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] 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 AgreementAgreement and the other Financing Documents to which the Assignor[s] [was][were] party, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.04 5.10 of the Credit Agreement 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 Acceptance Assumption and to purchase [the][such] Assigned Interest, (vi) [it has duly executed and delivered to the Administrative Agent an Administrative Questionnaire,]10 (vii) it has, 10 Note to Form: Delete if there is an assignment to a Lender pursuant to Section 10.04(b)(v) of the Credit Agreement. independently and without reliance upon any Agent, any L/C Issuer 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 Acceptance Assumption and to purchase [the][such] Assigned Interest, and (viiviii) if it is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is organized (or any treaty to which such jurisdiction is a party), attached hereto to the Assignment and Assumption is the 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 pay to the Administrative Agent, on or before the Effective Date, a processing and recordation fee in an amount of US $3,500.00,]11 (ii) it will, independently and without reliance upon any on 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 Financing Documents, and [(ii) )] [(iii)] 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 1 contract
Assignees. [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 Acceptance 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 9.04(b10.07(b) of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.04(b10.07(b)(i) of the Credit Agreement), (iii) from and after the Effective Date referred to in this Assignment and AcceptanceDate, 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 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 5.04 of the Credit Agreement 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 Acceptance Assumption and to purchase [the][suchthe] [such] Assigned Interest, (vi) it has, independently and without reliance upon any Agent, any L/C Issuer 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 Acceptance Assumption and to purchase [the][suchthe] [such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto to the Assignment and Assumption is the any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed 22 Capitalized terms used in this Assignment and Assumption and not otherwise defined herein have the meanings specified in the Fourth Amended and Restated Credit Agreement dated as of December 30, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PERFORMANCE FOOD GROUP, INC., a Colorado corporation (the “Lead Borrower”), the other Borrowers from time to time party thereto, PFGC, INC., a Delaware corporation (“Holdings”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent, and each lender from time to time party thereto. by [the][suchthe] [such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon any on 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
Assignees. [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 Acceptance Agreement 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 9.04(b10.10(a) of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.04(b10.10(a) of the Credit Agreement), (iii) from and after the Assignment Effective Date referred to in this Assignment and AcceptanceDate, 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] 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 financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to Section 5.04 6.6 of the Credit Agreement 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 Acceptance Agreement and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon any Agent, any L/C Issuer 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 Acceptance Agreement and to purchase [the][such] Assigned Interest, [and][(vii) it is, as of the date hereof, a Qualifying Lender](15), [and (vii) viii)] attached hereto to this Assignment Agreement is the any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, such documentation as may be applicable to such Assignee pursuant to Section 3.3(f) or 10.10(e) of the Credit Agreement), duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon any 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.Credit
Appears in 1 contract
Samples: Credit Agreement (Transocean Ltd.)
Assignees. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Affiliated Lender Assignment and Acceptance 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 9.04(b) 11.6 of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.04(b11.6(b) of the Credit Agreement), (iii) from and after the Effective Date referred to in this Assignment and AcceptanceDate, 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 Assigned Interest, [the][such] 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, type,]4 (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 5.04 of the Credit Agreement 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 Affiliated Lender Assignment and Acceptance Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon any Agent, any L/C Issuer 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 Affiliated Lender Assignment and Acceptance Assumption and to purchase [the][such] Assigned Interest, and (vii) [if it is a Non-U.S. Lender] attached hereto to the Affiliated Lender Assignment and Assumption is the 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 any 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. [The] [Each] Assignee represents and warrants that it is an Affiliated Lender and [a Non-Debt Fund Affiliate] [the Borrower] 4 Include bracketed language for all Affiliated Lender Assignment and Assumptions other than an assignment to a Borrower or its Subsidiaries. [a Subsidiary of the Borrower]. By executing this Affiliated Lender Assignment and Assumption, the Assignee agrees to be bound by the terms of Section 11.6(g), 11.21(a) [and 11.21(b)]5 of the Credit Agreement, and represents and warrants that the purchase and assumption of the Assigned Interest satisfies the terms and conditions of Section 11.6(g), 11.21(a) [and 11.21(b)]6 of the Credit Agreement.
Appears in 1 contract
Samples: Intercreditor Agreement (KAR Auction Services, Inc.)
Assignees. [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 Acceptance 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 assignee Eligible Assignee under Section 9.04(b) of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.04(b10.9(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date referred to in this Assignment and AcceptanceDate, 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][suchthe] [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 5.04 of the Credit Agreement 4.1] [Section 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 Acceptance Assumption and to purchase [the][suchthe] [such] Assigned Interest, (vi) it has, independently and without reliance upon any Agent, any L/C Issuer 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 Acceptance Assumption and to purchase [the][suchthe] [such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto to the Assignment and Assumption is the 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 any 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: Credit Agreement (Belden Inc.)
Assignees. [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 Acceptance Agreement 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 Assignee under Section 9.04(b10.6(b) of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.04(b10.6(b)(i) of the Credit Agreement), (iii) from and after the Assignment Effective Date referred to in this Assignment and AcceptanceDate, 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] 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 5.04 of the Credit Agreement 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 Acceptance Agreement and to purchase [the][such] Assigned 1 Insert only if the Assignor is an Affiliated Lender or an Affiliated Investment Fund. 2 Insert only if the Assignee is an Affiliated Lender or an Affiliated Investment Fund. Interest, (vi) it has, independently and without reliance upon any Agent, any L/C Issuer 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 Acceptance Agreement and to purchase [the][such] Assigned Interest, and (vii) if it is a Non-U.S. Lender, attached hereto to the Assignment Agreement is the 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] [(viii) it is not [a][an] [Affiliated Lender][Affiliated Investment Fund][Permitted Auction Purchaser]3[(viii) it is [a][an] [Affiliated Lender][Affiliated Investment Fund][Permitted Auction Purchaser] and an Affiliate of [the] [MS Holdco]4[Borrower]5, and (ix) after giving effect to its purchase and assumption of the Assigned Interest, the aggregate principal amount of all Term Loans held by the Affiliated Lender will not exceed 25% of the aggregate principal amount of all Term Loans outstanding under the Credit Agreement]6; and [and] (b) agrees that (i) it will, independently and without reliance upon any 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, 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, without limitation, the restrictions and limitations set forth in Section 10.6(b)(iv) of the Credit Agreement with respect to it as a Lender and an Affiliated Lender and (c) acknowledges and confirms that it has read and understands the restrictions and limitations set forth in Section 10.6(b)(iv) of the Credit Agreement with respect to it as a Lender and an Affiliated Lender, including those set forth in Section 10.6(b)(iv)(A) with respect to its rights as a Lender while one or more Loan Parties is subject to a bankruptcy proceeding]7 [and (c) acknowledges that the Assignor is an Affiliate of the Borrower and that it has independently and, except as provided above, without reliance on the Assignor made its own analysis and determined to enter into this Assignment Agreement and to consummate the transactions contemplated hereby notwithstanding that the Assignor is an Affiliate of the Borrower]8.
Appears in 1 contract
Samples: Pledge and Security Agreement (TMS International Corp.)
Assignees. [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 Acceptance 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 assignee Eligible Assignee under Section 9.04(b) of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.04(b11.9(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date referred to in this Assignment and AcceptanceDate, 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][suchthe] [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 5.04 of the Credit Agreement 5.1] [Section 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 Acceptance Assumption and to purchase [the][suchthe] [such] Assigned Interest, (vi) it has, independently and without reliance upon any Agent, any L/C Issuer 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 Acceptance Assumption and to purchase [the][suchthe] [such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto to the Assignment and Assumption is the 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 any 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
Assignees. [The][Each] 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 Acceptance 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 9.04(b9.10(b)(iii), (v) and (vi) of the Credit Agreement (subject to receipt of such consents, if any, as may be required under Section 9.04(b9.10(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date referred to in this Assignment and AcceptanceDate, 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 5.04 of the Credit Agreement 4.01(e)(i)] [Section 5.01] thereof, as applicable, and such other documents and information as it deems appropriate to make its own individual credit analysis and decision to enter into this Assignment and Acceptance Assumption and to purchase [the][such] the Assigned Interest, (vi) it has, independently and without reliance upon any Agent, any L/C Issuer 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 Acceptance Assumption and to purchase [the][such] the Assigned Interest, and (vii) if it is a Lender organized under the laws of a jurisdiction other than the United States of America, attached hereto to the Assignment and Assumption is the 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 any 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 (Consolidated Communications Holdings, Inc.)
Assignees. [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 Acceptance Assumption and to consummate the transactions contemplated hereby and to become a Lender Purchaser under the Credit Note Purchase Agreement, (ii) it meets all the requirements to be of an assignee Eligible Assignee under Section 9.04(b) of the Credit Note Purchase Agreement (subject to such consents, if any, as may be required under Section 9.04(b) of the Credit Note Purchase Agreement), (iii) from and after the Effective Date referred to in this Assignment and AcceptanceDate, it shall be bound by the provisions of the Credit Note Purchase Agreement as a Lender Purchaser thereunder and, to the extent of [the][the the] [the relevant] Assigned Interest, shall have the obligations of a Lender Purchaser 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 Note Purchase Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.04 of the Credit Agreement 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 Acceptance Assumption and to purchase [the][suchthe] [such] Assigned Interest, (vi) it has, independently and without reliance upon any Agent, any L/C Issuer the Administrative Agent or any other Lender Purchaser 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 Acceptance Assumption and to purchase [the][suchthe] [such] Assigned Interest, and (vii) attached hereto to the Assignment and Assumption is the any documentation required to be delivered by it pursuant to the terms of the Credit Note Purchase Agreement, duly completed and executed by [the][suchthe] [such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon any on the Administrative Agent, [the][anythe] [any] Assignor or any other LenderPurchaser, 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, Note Documents and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Note Documents are required to be performed by it as a LenderPurchaser.
Appears in 1 contract
Assignees. [The][Each] Assignee 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 Acceptance 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 Eligible Assignee under Section 9.04(b) 9.07 of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.04(b9.07(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date referred to in this Assignment and AcceptanceDate, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interestinterest, 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 5.04 of the Credit Agreement 5.01(i) thereof, financial statements referred to in Section 4.01(e) 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 Acceptance Assumption and to purchase [the][suchthe] [such] Assigned Interest, (vi) it has, independently and without reliance upon any Agent, any L/C Issuer 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 Acceptance Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto to the Assignment and Assumption is the 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 any 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.and
Appears in 1 contract
Assignees. [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 Affiliated Lender Assignment and Acceptance 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 assignee Eligible Assignee under Section 9.04(b) of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.04(b) of the Credit Agreement), (iii) from and after the Effective Date referred to in this Assignment and AcceptanceDate, 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][suchthe] [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 5.04 of the Credit Agreement 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 Affiliated Lender Assignment and Acceptance Assumption and to purchase [the][suchthe] [such] Assigned Interest, (vi) it has, independently and without reliance upon any Agent, any L/C Issuer 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 Affiliated Lender Assignment and Acceptance Assumption and to purchase [the][suchthe] [such] Assigned Interest, and (vii) attached hereto to the Affiliated Lender Assignment and Assumption is the 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] (viii) it is an Affiliated Lender (other than an Affiliated Institutional Lender), as each such term is defined in the Credit Agreement, [and (ix) after giving pro forma effect to the purchase, assumption and assignment of Term Loans pursuant to Section 9.04(b) of the Credit Agreement, the aggregate principal amount of Term Loans and Commitments held by all Affiliated Lenders (other than Holdco, the Borrowers, Restricted Subsidiaries and Affiliated Institutional Lenders) at the time of the proposed assignment do not exceed 25% of the aggregate principal amount of Term Loans then outstanding under the Credit Agreement and (x) it is not using the proceeds from Revolving Commitments or Revolving Loans to effect any permitted assignments to it or purchase commitments or loans]1 ; and (b) agrees that (i) it will, independently and without reliance upon any on 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, 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.. [Furthermore, [the] [each] Assignee acknowledges and agrees that (i) the Assignor may possess or come into possession of additional information regarding the Assigned Interests or the Loan Parties at the time of or at any time after the transactions contemplated by this Affiliated Lender Assignment and Assumption are consummated that was not known to such Assignee or the Assignor as of the Effective Date and that, when taken together with information that was known to the Assignor at the time such assignment was consummated, may be information that would have been material to such Assignee’s decision to enter into the assignment of such Assigned Interests (“Assignor Known Excluded Information”), (ii) such Assignee will independently make its own analysis and determination to enter into an assignment of its Assigned Interests and to consummate the transactions contemplated hereby notwithstanding such Assignee’s lack of knowledge of Assignor Known Excluded Information and (iii) none of the Assignor, the Loan Parties, the Sponsors or any other Person shall have any liability to such Assignee with respect to the nondisclosure of the Assignor Known Excluded Information.]2
Appears in 1 contract
Assignees. [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 Acceptance 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 9.04(b) of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.04(b) of the Credit Agreement), (iii) from and after the Effective Date referred to in this Assignment and AcceptanceDate, 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] 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 the Collateral Agency Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.04 5.10 of the Credit Agreement 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 Acceptance Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon any Agent, any L/C Issuer 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 Acceptance Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is incorporated (or any treaty to which such jurisdiction is a party), attached hereto to the Assignment and Assumption is the 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 any 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 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 1 contract
Assignees. [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 Acceptance Assumption and to consummate the transactions contemplated hereby and to become a Lender Purchaser under the Credit Receivables Purchase Agreement, (ii) it meets all the requirements to be an assignee under Section 9.04(b) 12.06 of the Credit Receivables Purchase Agreement (subject to such consents, if any, as may be required under Section 9.04(b) of the Credit Agreementthereunder), (iii) from and after the Effective Date referred to in this Assignment and AcceptanceDate, it shall be bound by the provisions of the Credit Receivables Purchase Agreement as a Lender Purchaser thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender Purchaser 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 Receivables Purchase Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.04 of the Credit Agreement Sections 7.01(c) and 7.02(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 Acceptance Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon any Agent, any L/C Issuer the Administrative Agent or any other Lender Purchaser 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 Acceptance Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Purchaser15 attached hereto to the Assignment and Assumption is the any documentation required to be delivered by it pursuant to the terms of the Receivabl 15 The concept of “Foreign Purchaser” should be conformed to the section in the Credit Agreement governing withholding taxes and gross-up. If the Seller is a U.S. Seller, the bracketed language should be deleted. Exhibit C es Purchase Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon any on the Administrative Agent, [the][any] Assignor or any other LenderPurchaser, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Transaction Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Transaction Documents are required to be performed by it as a LenderPurchaser.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Kinetik Holdings Inc.)
Assignees. [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 Affiliated Lender Assignment and Acceptance 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 assignee Eligible Assignee under Section 9.04(b) of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.04(b) of the Credit Agreement), (iii) from and after the Effective Date referred to in this Assignment and AcceptanceDate, 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] 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 5.04 of the Credit Agreement 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 Affiliated Lender Assignment and Acceptance Assumption and to purchase [the][suchthe] [such] Assigned Interest, (vi) it has, independently and without reliance upon any Agent, any L/C Issuer 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 Affiliated Lender Assignment and Acceptance Assumption and to purchase [the][suchthe] [such] Assigned Interest, and (vii) attached hereto to the Affiliated Lender Assignment and Assumption is the 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] (viii) it is an Affiliated Lender (other than an Affiliated Institutional Lender), as each such term is defined in the Credit Agreement, [and (ix) after giving pro forma effect to the purchase, assumption and assignment of Term Loans pursuant to Section 9.04(b) of the Credit Agreement, the aggregate principal amount of Term Loans and Commitments held by all Affiliated Lenders (other than Holdco, the Borrowers, Restricted Subsidiaries and Affiliated Institutional Lenders) at the time of the proposed assignment do not exceed 25% of the aggregate principal amount of Term Loans then outstanding under the Credit Agreement]1; and (b) agrees that (i) it will, independently and without reliance upon any on 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, 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.. [Furthermore, [the] [each] Assignee acknowledges and agrees that (i) the Assignor may possess or come into possession of additional information regarding the Assigned Interests or the Loan Parties at the time of or at any time after the transactions contemplated by this Affiliated Lender Assignment and Assumption are consummated that was not known to such Assignee or the Assignor as of the Effective Date and that, when taken together with information that was known to the Assignor at the time such assignment was consummated, may be information that would have been material to such Assignee’s decision to enter into the assignment of such Assigned Interests (“Assignor Known Excluded Information”), (ii) such Assignee will independently make its own analysis and determination to enter into an assignment of its Assigned Interests and to consummate the transactions contemplated hereby notwithstanding such Assignee’s lack of knowledge of Assignor Known Excluded Information and (iii) none of the Assignor, the Loan Parties, the Sponsors or any other Person shall have any liability to such Assignee with respect to the nondisclosure of the Assignor Known Excluded Information.]2
Appears in 1 contract
Assignees. [The][Each] 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 Acceptance 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 9.04(b9.10(b)(iii), (v) and (vi) of the Credit Agreement (subject to receipt of such consents, if any, as may be required under Section 9.04(b9.10(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date referred to in this Assignment and AcceptanceDate, 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 5.04 of the Credit Agreement 4.01(f)(i)] [Section 5.01] thereof, as applicable, and such other documents and information as it deems appropriate to make its own individual credit analysis and decision to enter into this Assignment and Acceptance Assumption and to purchase [the][such] the Assigned Interest, (vi) it has, independently and without reliance upon any Agent, any L/C Issuer 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 Acceptance Assumption and to purchase [the][such] the Assigned Interest, and (vii) if it is a Lender organized under the laws of a jurisdiction other than the United States of America, attached hereto to the Assignment and Assumption is the 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 any 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 (Consolidated Communications Holdings, Inc.)
Assignees. [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 Acceptance Agreement 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 9.04(b10.10(a) of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.04(b10.10(a) of the Credit Agreement), (iii) from and after the Assignment Effective Date referred to in this Assignment and AcceptanceDate, 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] 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 financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to Section 5.04 6.6 of the Credit Agreement 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 Acceptance Agreement and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon any Agent, any L/C Issuer 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 Acceptance Agreement and to purchase [the][such] Assigned Interest, and (vii) attached hereto to this Assignment Agreement is the any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, such documentation as may be applicable to such Assignee pursuant to Section 3.3(g) or 10.10(e) of the Credit Agreement), duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon any 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.and
Appears in 1 contract
Assignees. [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 Acceptance 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 9.04(b__(b)(iii), (v) and (vi) of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.04(b__(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date referred to in this Assignment and AcceptanceDate, 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] 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 5.04 of the Credit Agreement ___ 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 Acceptance Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon any Agent, any L/C Issuer 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 Acceptance Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender17, attached hereto to the Assignment and Assumption is the any documentation required to 15 Describe Credit Agreement at option of Administrative Agent. 16 The term “Credit Document” should be conformed to that used in the Credit Agreement. 17 The concept of “Foreign Lender” should be conformed to the section in the Credit Agreement governing withholding taxes and gross-up. 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 any 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 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
Assignees. [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 Acceptance 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 assignee under Section 9.04(b) of Eligible Assignee as defined in the Credit Term Loan Agreement (subject to such consents, if any, as any consents that may be required under Section 9.04(b12.5(b) of the Credit Term Loan Agreement), (iii) from and after the Effective Date referred to in specified for this Assignment and AcceptanceAssumption, 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] 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 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 5.04 of the Credit Agreement 8.1 or 8.2 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 Acceptance Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon any the Administrative Agent, any L/C Issuer 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 Acceptance Assumption and to purchase [the][such] Assigned Interest, and (vii) attached hereto is the 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 any 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, and (vii) if such Assignee 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 Term Loan Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and information it deems 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 (Colonial Realty Limited Partnership)
Assignees. [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 Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Revolving Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 9.04(b) 10.6 of the Revolving Credit Agreement (subject to such consents, if any, as may be required under Section 9.04(b) of the Credit Agreementthereunder), (iii) from and after the Effective Date referred to in this Assignment and AcceptanceDate, it shall be bound by the provisions of the Revolving 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] 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 Revolving Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements referred to in Section 4.1(b) of the Revolving Credit Agreement or delivered pursuant to Section 5.04 6.1 of the Revolving 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 Acceptance and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon any Agent, any L/C Issuer 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 Acceptance and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender attached hereto to the Assignment and Acceptance is the any documentation required to be delivered by it pursuant to the terms of the Revolving Credit Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon any 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 1 contract
Samples: Revolving Credit Agreement (National CineMedia, Inc.)
Assignees. [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 Acceptance 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 of an assignee Eligible Assignee under Section 9.04(b) of the Credit Loan Agreement (subject to such consents, if any, as may be required under Section 9.04(b10.4(B)(iii) of the Credit Loan Agreement), (iii) from and after the Effective Date referred to in this Assignment and AcceptanceDate, 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][such] the 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 Loan Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.04 of the Credit Agreement 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 Acceptance Assumption and to purchase [the][suchthe] [such] Assigned Interest, (vi) it has, independently and without reliance upon any Agent, any L/C Issuer 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 Acceptance Assumption and to purchase [the][suchthe] [such] Assigned Interest, and (vii) attached hereto to the Assignment and Assumption is the 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 any 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: Multidraw Term Loan Agreement (Petroquest Energy Inc)
Assignees. [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 Acceptance 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 9.04(b) of Eligible Assignee as defined in the Credit Agreement (subject to such consents, if any, as may be required under Section 9.04(b) of the Credit Agreementsuch definition), (iii) from and after the Effective Date referred to in specified for this Assignment and AcceptanceAssumption, 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] 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 5.04 of the Credit Agreement 9.1 or 9.2., 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 Acceptance Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon any the Administrative Agent, any L/C Issuer 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 Acceptance Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto to the Assignment and Assumption is the 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 any 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. 16 Describe Credit Agreement at option of Administrative Agent.
Appears in 1 contract
Assignees. [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 Acceptance 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 assignee Eligible Assignee under Section 9.04(b) of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.04(b13.10(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date referred to in this Assignment and AcceptanceDate, 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][suchthe] [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 5.04 of the Credit Agreement 9.1 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 Acceptance Assumption and to purchase [the][suchthe] [such] Assigned Interest, (vi) it has, independently and without reliance upon any Agent, any L/C Issuer 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 Acceptance Assumption and to purchase [the][suchthe] [such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto to the Assignment and Assumption is the 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 any 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: Restatement and Lender Joinder Agreement (Beacon Roofing Supply Inc)
Assignees. [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 Acceptance 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 assignee Eligible Assignee under Section 9.04(b) of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.04(b12.9(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date referred to in this Assignment and AcceptanceDate, 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][suchthe] [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 5.04 of the Credit Agreement 8.1 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 Acceptance Assumption and to purchase [the][suchthe] [such] Assigned Interest, (vi) it has, independently and without reliance upon any Agent, any L/C Issuer 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 Acceptance Assumption and to purchase [the][suchthe] [such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto to the Assignment and Assumption is the 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 any 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
Assignees. [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 Acceptance 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 9.04(bSections 10.06(b) of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.04(bSections 10.06(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date referred to in this Assignment and AcceptanceDate, 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 5.04 of the Credit Agreement 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 Acceptance Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon any Agent, any L/C Issuer 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 Acceptance Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto is the 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 any 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: Term Loan Facility Credit Agreement (Gilead Sciences Inc)
Assignees. [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 Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution, (iii) it meets all the requirements to be an assignee Assignee under Section 9.04(b) of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.04(b10.04(2) of the Credit Agreement), (iiiiv) from and after the Effective Date referred to in this Assignment and AcceptanceDate, 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, (ivv) 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, (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 5.04 of the Credit Agreement 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 Acceptance and to purchase [the][such] Assigned InterestInterest on the basis of which it has made such analysis and decision, (vivii) it has, independently and without reliance upon any on the Administrative Agent, any L/C Issuer Arranger, the Collateral Agent, or any other Lender and their respective Related Parties, 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 Acceptance and to purchase [the][such] Assigned Interest, and (viiviii) attached hereto is the 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 Agent, any AgentArranger, the Collateral Agent or their respective Related Parties, [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
Assignees. [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 Acceptance Agreement 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 9.04(b10.10(a) of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.04(b10.10(a) of the Credit Agreement), (iii) from and after the Assignment Effective Date referred to in this Assignment and AcceptanceDate, 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] 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 financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to Section 5.04 6.6 of the Credit Agreement 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 Acceptance Agreement and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon any Agent, any L/C Issuer 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 Acceptance Agreement and to purchase [the][such] Assigned Interest, and (vii) attached hereto to this Assignment Agreement is the any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, such documentation as may be applicable to such Assignee pursuant to Section 3.3(g) or 10.10(e) of the Credit Agreement), duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon any 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 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.. 35 Describe Credit Agreement at option of Administrative Agent. Exhibit 10.10
Appears in 1 contract
Samples: Credit Agreement (Transocean Ltd.)
Assignees. [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 Acceptance 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 assignee Eligible Assignee under Section 9.04(b) of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.04(b12.10(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date referred to in this Assignment and AcceptanceDate, 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][suchthe] [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 5.04 of the Credit Agreement 6.1] [Section 8.1]15 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 Acceptance Assumption and to purchase [the][suchthe] [such] Assigned Interest, (vi) it has, independently and without reliance upon any Agent, any L/C Issuer 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 Acceptance Assumption and to purchase [the][suchthe] [such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto to the Assignment and Assumption is the 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 any 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
Assignees. [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 Acceptance 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 9.04(bSections 9.4(b) and 9.4(f) of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.04(b) of the Credit Agreementthereunder), (iii) from and after the Effective Date referred to in this Assignment and AcceptanceDate, 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] 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 5.04 of the Credit Agreement 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 Acceptance Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon any Agent, any L/C Issuer either 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 Acceptance Assumption and to purchase [the][such] Assigned Interest, and (vii) as of the Effective Date, after giving effect to the assignment of the Assigned Interest pursuant to this Assignment and Assumption, the aggregate principal amount of all Loans held by all Affiliated Lenders (other than Affiliated Debt Funds) shall not exceed 30% of the outstanding principal amount of all Term Loans calculated at the time such Loans are assigned, and (viii) if it is a Foreign Lender attached hereto to the Assignment and Assumption is the 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 any on either 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
Assignees. [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 Acceptance Agreement 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 9.04(b12.3(b) of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.04(b12.3(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date referred to in this Assignment and AcceptanceDate, 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] 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 5.04 of the Credit Agreement 8.1 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 Acceptance Agreement and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon any Agent, any L/C Issuer 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 Acceptance Agreement and to purchase [the][such] Assigned Interest, and (vii) if it is a Lender that is not a “United States person” (as such term is defined in Section 7701(a)(30) of the Code), attached hereto to the Assignment Agreement is the 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 any 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 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
Assignees. [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 Acceptance Assumption Agreement 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 9.04(b) of Eligible Assignee as defined in the Credit Agreement (subject to such consents, if any, as may be required under Section 9.04(b13.5.(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date referred to in specified for this Assignment and AcceptanceAssumption Agreement, 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] 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 5.04 of the Credit Agreement 9.1. or 9.2., 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 Acceptance Assumption Agreement and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon any the Administrative Agent, any L/C Issuer 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 Acceptance Assumption Agreement and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto to the Assignment and Assumption Agreement is the 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 any 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.. EXECUTION VERSION
Appears in 1 contract
Samples: Assignment and Assumption Agreement (Parkway, Inc.)
Assignees. [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 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 assignee under Section 9.04(b) of Eligible Assignee as defined in the Credit Agreement (subject to such consents, if any, as may be required under Section 9.04(b12.5 (b) of the Credit Agreement), (iii) from and after the Effective Date referred to in specified for this Assignment and Acceptance, 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] 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 5.04 of the Credit Agreement 8.1 or 8.2 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 Acceptance and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon any the Administrative Agent, any L/C Issuer 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 Acceptance and to purchase [the][such] Assigned Interest; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, 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 (vii) if such Assignee is organized under the laws of a jurisdiction outside the United States of America, attached hereto to the Assignment and Acceptance is the 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 any 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 1 contract
Assignees. [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 Acceptance 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 assignee Eligible Assignee under Section 9.04(b) of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.04(b12.9(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date referred to in this Assignment and AcceptanceDate, 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][suchthe] [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 5.04 of the Credit Agreement 6.1] [Section 8.1] 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 Acceptance Assumption and to purchase [the][suchthe] [such] Assigned Interest, (vi) it has, independently and without reliance upon any Agent, any L/C Issuer 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 Acceptance Assumption and to purchase [the][suchthe] [such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto to the Assignment and Assumption is the 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 any 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: Credit Agreement (RealPage, Inc.)
Assignees. [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 Acceptance 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 assignee Eligible Assignee under Section 9.04(b) of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.04(b11.11(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date referred to in this Assignment and AcceptanceDate, 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][suchthe] [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 5.04 of the Credit Agreement 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 Acceptance Assumption and to purchase [the][suchthe] [such] Assigned Interest, (vi) it has, independently and without reliance upon any Agent, any L/C Issuer 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 Acceptance Assumption and to purchase [the][suchthe] [such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto to the Assignment and Assumption is the 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 (viii) it is [not] a Second Lien Lender, an Affiliate of a Second Lien Lender, or an Approved Fund with respect to a Second Lien Lender; and (b) agrees that (i) it will, independently and without reliance upon any 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: Assignment and Assumption (Turning Point Brands, Inc.)
Assignees. [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 Acceptance 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 9.04(b11.7(b)(3), (5) and (6) of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.04(b11.7(b)(3) of the Credit Agreement), (iii) from and after the Effective Date referred to in this Assignment and AcceptanceDate, 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] 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 5.04 of the Credit Agreement 7.7 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 Acceptance Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon any Agent, any L/C Issuer 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 Acceptance Assumption and to purchase [the][such] Assigned Interest, and (vii) attached hereto is it has delivered to the Borrower and the Administrative Agent any documentation required to be delivered by it pursuant to the terms Section 3.10(f) of the Credit Agreement, duly completed and executed by [the][such] Assignee, and (viii) ASSIGNEE HAS EXAMINED THE LIST OF DISQUALIFIED INSTITUTIONS (IF ANY) AND (I) REPRESENTS AND WARRANTS THAT (A) IT IS NOT IDENTIFIED ON SUCH LIST AND (B) IT IS NOT AN AFFILIATE OF ANY INSTITUTION IDENTIFIED ON SUCH LIST AND (II) ACKNOWLEDGES THAT CERTAIN TRANSACTIONS WITH DISQUALIFIED INSTITUTIONS SHALL BE SUBJECT 19 Delete if inapplicable or remove brackets. CVS Health Corporation 2018 Five Year Credit Agreement Assignment and Assumption TO SECTION 11.7 OF THE CREDIT AGREEMENT; and (b) agrees that (i) it will, independently and without reliance upon any 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 1 contract
Assignees. [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 Acceptance 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 9.04(b10.04(b) of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.04(b10.04(b) of the Credit Agreement), (iii) from and after the Effective Date referred to in this Assignment and AcceptanceAssumption, 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 5.04 of the Credit Agreement 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 Acceptance Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon any Agent, any L/C Issuer 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 Acceptance Assumption and to purchase [the][such] Assigned Interest, and (vii) attached hereto to the Assignment and Assumption is the any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including any documentation required pursuant to Section 2.14 of the Credit Agreement, duly completed and executed by [the][such] Assignee, (viii) it has reviewed the list of Disqualified Institutions and it was not on [ ], 20[ ]1 (A) a Disqualified Institution or (B) an Affiliate of a Disqualified Institution (other than, in the case of this clause (B), a bona fide debt fund) and (ix) it is not a Person that would render the Loans to be subject to Regulation T or U of the Board of Governors of the Federal Reserve System; and (b) agrees that (i) it will, independently and without reliance upon any 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.. 1 Insert the trade date with respect to the Assigned Interest. Annex I to Exhibit A
Appears in 1 contract
Assignees. [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 Acceptance 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 assignee Eligible Assignee under Section 9.04(b) of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.04(b11.9(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date referred to in this Assignment and AcceptanceDate, 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][suchthe] [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 5.04 of the Credit Agreement 4.1] [Section 6.1]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 Acceptance Assumption and to purchase [the][suchthe] [such] Assigned Interest, (vi) it has, independently and without reliance upon any Agent, any L/C Issuer 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 Acceptance Assumption and to purchase [the][suchthe] [such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto to the Assignment and Assumption is the 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 any 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
Assignees. [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 Acceptance 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 9.04(b) of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.04(b) of the Credit Agreement), (iii) from and after the Effective Date referred to in this Assignment and AcceptanceDate, 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, (iviii) 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, (viv) 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 5.04 of the Credit Agreement 7.04(b) 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 Acceptance Assumption and to purchase [the][such] Assigned Interest, and (viv) it has, independently and without reliance upon any Agent, any L/C Issuer the Administrative Agent or any other Lender Credit Party 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 Acceptance Assumption and to purchase [the][such] Assigned Interest, and (vii) attached hereto is the 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 any on the Administrative Agent, [the][any] the Assignor or any other LenderCredit Party, 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 10.07-5 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 (c) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto.
Appears in 1 contract
Samples: Credit Agreement (Public Service Co of New Hampshire)
Assignees. [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 Acceptance 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 9.04(b) of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.04(b) of the Credit Agreement), (iii) from and after the Effective Date referred to in this Assignment and AcceptanceDate, 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, (iviii) 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, (viv) 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 5.04 of the Credit Agreement 7.04(b) 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 Acceptance Assumption and to purchase [the][such] Assigned Interest, and (viv) it has, independently and without reliance upon any Agent, any L/C Issuer the Administrative Agent or any other Lender Credit Party 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 Acceptance Assumption and to purchase [the][such] Assigned Interest, and (vii) attached hereto is the 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 any on the Administrative Agent, [the][any] the Assignor or any other LenderCredit Party, 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.deem
Appears in 1 contract
Samples: Credit Agreement
Assignees. [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 Acceptance 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 assignee Eligible Assignee under Section 9.04(b) of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.04(b11.06(b)(v) of the Credit Agreement), (iii) from and after the Effective Date referred to in this Assignment and AcceptanceDate, 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][suchthe] [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 5.04 of the Credit Agreement 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 Acceptance Assumption and to purchase [the][suchthe] [such] Assigned Interest, (vi) it has, independently and without reliance upon any Agent, any L/C Issuer 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 Acceptance Assumption and to purchase [the][suchthe] [such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto to the Assignment and Assumption is the 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, (viii) it is an Institutional Lender and (ix) it is not an Affiliate of Vistana, a Lodging Competitor or a Vacation Ownership Competitor (provided that any breach of the representation and warranty set forth in this clause (ix) shall not render the assignment under this Assignment and Assumption void or voidable); and (b) agrees that (i) it will, independently and without reliance upon any 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 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
Assignees. [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 Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is an Eligible Assignee and meets all the requirements to be an assignee under Section 9.04(b12.04(a)(i) of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.04(b) of the Credit Agreementthereunder), ; (iii) from and after the Effective Date referred to in this Assignment and AcceptanceDate, it shall be bound by the provisions of the Credit 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 Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.04 of the Credit Agreement 7.01 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 Acceptance and to purchase [the][suchthe][its] Assigned InterestInterest on the basis of which it has made such analysis and decision, (vi) it has, independently and without reliance upon any the [Administrative Agent][, any L/C Issuer the][Revolving 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 Acceptance and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, it has attached hereto is the to this Assignment any tax documentation required to be delivered by it pursuant to the terms of the Credit Agreement including but not limited to any documentation required pursuant to Section 4.04(b) of the Credit Agreement, duly completed and executed by [the][such] Assigneeit and (viii) it is not a Defaulting Lender or a Disqualified Lender; and (b) agrees that (i) it will, independently and without reliance upon any the [Administrative Agent][, the][Revolving Agent], [the][anythe][each] Assignor or any other Lender, Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any other Loan DocumentsDocument, (c) appoints and authorizes each of the [Administrative Agent][, the][Revolving Agent] and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to or otherwise conferred upon the [Administrative Agent][, the][Revolving Agent] or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; (iid) agrees that 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 (e) to the extent not already a Lender under the Credit Agreement, has delivered to the [Administrative Agent][and the][Revolving Agent] an administrative questionnaire and the Internal Revenue Service forms described in Section 4.04(b) of the Credit Agreement and any forms described in Section 4.04(c) of the Credit Agreement (if applicable).
Appears in 1 contract
Samples: Credit and Guarantee Agreement (Infrastructure & Energy Alternatives, Inc.)
Assignees. [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 Affiliated Lender Assignment and Acceptance 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 assignee Eligible Assignee under Section 9.04(b) of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.04(b10.9(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date referred to in this Assignment and AcceptanceDate, 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][suchthe] [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 5.04 of the Credit Agreement 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 Affiliated Lender Assignment and Acceptance Assumption and to purchase [the][suchthe ] [such] Assigned Interest, (vi) it has, independently and without reliance upon any Agent, any L/C Issuer 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 Affiliated Lender Assignment and Acceptance Assumption and to purchase [the][suchthe] [such] Assigned Interest, and [and] (vii) if it is a Foreign Lender, attached hereto to the Affiliated Lender Assignment and Assumption is the 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, [(viii) it is [Standard General LP] [an Affiliate of Standard General LP]; and (ix) after giving effect to the assignment contemplated herein, the aggregate principal amount of Loans held by Standard General LP and its Affiliates does not exceed 20% of the aggregate principal amount of all Loans outstanding] and (b) agrees that (i) it will, independently and without reliance upon any 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: Assignment and Assumption (Turning Point Brands, Inc.)
Assignees. [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 Acceptance 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 9.04(b) 9.08 of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.04(b) 9.08 of the Credit AgreementAgreement or within the definition of “Eligible Assignee”), (iii) from and after the Effective Date referred to in this Assignment and AcceptanceDate, 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] 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 5.04 of the Credit Agreement 3.01(c) or Section 5.06 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 Acceptance Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon any Agent, any L/C Issuer 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 Acceptance Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is not incorporated under the laws of the United States of America or a state thereof, attached hereto to the Assignment and Assumption is the 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 any 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.. Exhibit A to Credit Agreement Form of Assignment and Assumption (Isramco Onshore, LLC – 2015)
Appears in 1 contract
Samples: Credit Agreement (Isramco Inc)
Assignees. [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 Acceptance 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 assignee Eligible Assignee under Section 9.04(b) of the Credit Term Loan Agreement (subject to such consents, if any, as may be required under Section 9.04(b) 12.9 of the Credit Term Loan Agreement), (iii) from and after the Effective Date referred to in this Assignment and AcceptanceDate, it shall be bound by the provisions of the Credit Term 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][such] the 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 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 5.04 of the Credit Agreement 6.1] [Section 8.1] 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 Acceptance Assumption and to purchase [the][suchthe] [such] Assigned Interest, (vi) it has, independently and without reliance upon any Agent, any L/C Issuer 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 Acceptance Assumption and to purchase [the][suchthe] [such] Assigned Interest, and (vii) attached hereto to the Assignment and Assumption is the any documentation required to be delivered by it pursuant to the terms of the Credit Term Loan Agreement, duly completed and executed by [the][suchthe] [such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon any 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
Assignees. [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 Acceptance 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 9.04(b11.7(b)(3), (5) and (6) of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.04(b11.7(b)(3) of the Credit Agreement), (iii) from and after the Effective Date referred to in this Assignment and AcceptanceDate, 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] 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 5.04 of the Credit Agreement 7.7 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 Acceptance Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon any Agent, any L/C Issuer 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 Acceptance Assumption and to purchase [the][such] Assigned Interest, and (vii) attached hereto is it has delivered to the Borrower and the Administrative Agent any documentation required to be delivered by it pursuant to the terms Section 3.10(f) of the Credit Agreement, duly completed and executed by [the][such] Assignee, and (viii) ASSIGNEE HAS EXAMINED THE LIST OF DISQUALIFIED INSTITUTIONS (IF ANY) AND (I) REPRESENTS AND WARRANTS THAT (A) IT IS NOT IDENTIFIED ON SUCH LIST AND (B) IT IS NOT AN AFFILIATE OF ANY INSTITUTION IDENTIFIED ON SUCH LIST AND (II) ACKNOWLEDGES THAT CERTAIN TRANSACTIONS WITH DISQUALIFIED INSTITUTIONS SHALL BE SUBJECT 19 Delete if inapplicable or remove brackets. CVS Health Corporation 2018 364-Day Credit Agreement Assignment and Assumption TO SECTION 11.7 OF THE CREDIT AGREEMENT; and (b) agrees that (i) it will, independently and without reliance upon any 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 1 contract
Assignees. [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 Acceptance Agreement 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 become an assignee under Section 9.04(b10.04(b) of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.04(b) of the Credit Loan Agreement), (iii) from and after the Effective Date referred to in this Assignment and AcceptanceDate, 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] 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 Loan Agreement and the other Credit AgreementDocuments to which the Assignor[s] [was][were] party, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.04 7.01(a) of the Credit Agreement 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 Acceptance Agreement and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon any Agent, any L/C Issuer 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 Acceptance Agreement and to purchase [the][such] 9 Describe Loan Agreement at option of Lender. Assigned Interest, and (vii) attached hereto to this Agreement is the any documentation required to be delivered by it pursuant to the terms of the Credit Loan Agreement, duly completed and executed by the Assignee, and (viii) if it is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is formed (or any treaty to which such jurisdiction is a party), attached hereto is any documentation required to be delivered by it pursuant to the terms of the Loan Agreement duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon any Agent, [the][any] on the Assignor or any other Lender, Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Credit Documents, and (iiiii) 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: Assignment and Assumption Agreement (Grana & Montero S.A.A.)
Assignees. [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 Acceptance 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 9.04(b12.12(a) of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.04(b12.12(a) of the Credit Agreement), (iii) from and after the Effective Date referred to in this Assignment and AcceptanceDate, 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] 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 5.4 thereof or delivered pursuant to Section 5.04 of the Credit Agreement 7.6 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 Acceptance and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon any the Administrative Agent, any L/C Issuer [the] [any] 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 Acceptance and to purchase [the][such] Assigned Interest, and (vii) attached hereto to the Assignment and Acceptance is the 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 any 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 1 contract
Samples: Multicurrency Credit Agreement (Jones Lang Lasalle Inc)
Assignees. [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 Acceptance 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 assignee Eligible Assignee under Section 9.04(b) of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.04(b11.11(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date referred to in this Assignment and AcceptanceDate, 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][suchthe] [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 5.04 of the Credit Agreement 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 Acceptance Assumption and to purchase [the][suchthe] [such] Assigned Interest, (vi) it has, independently and without reliance upon any Agent, any L/C Issuer 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 Acceptance Assumption and to purchase [the][suchthe] [such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto to the Assignment and Assumption is the 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 (viii) it is [not] a Second Out Lender, a Second Lien Lender, an Affiliate of a Second Out Lender, an Affiliate of a Second Lien Lender, or an Approved Fund with respect to a Second Out Lender or Second Lien Lender; and (b) agrees that (i) it will, independently and without reliance upon any 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
Assignees. [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 Affiliated Lender Assignment and Acceptance 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 assignee Eligible Assignee under Section 9.04(b) of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.04(b10.9(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date referred to in this Assignment and AcceptanceDate, 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][suchthe] [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 5.04 of the Credit Agreement 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 Affiliated Lender Assignment and Acceptance Assumption and to purchase [the][suchthe] [such] Assigned Interest, (vi) it has, independently and without reliance upon any Agent, any L/C Issuer 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 Affiliated Lender Assignment and Acceptance Assumption and to purchase [the][suchthe] [such] Assigned Interest, and [and] (vii) if it is a Foreign Lender, attached hereto to the Affiliated Lender Assignment and Assumption is the 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, [(viii) it is [Standard General LP] [an Affiliate of Standard General LP]; and (ix) after giving effect to the assignment contemplated herein, the aggregate principal amount of Loans held by Standard General LP and its Affiliates does not exceed 20% of the aggregate principal amount of all Loans outstanding] and (b) agrees that (i) it will, independently and without reliance upon any 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: Assignment and Assumption (Turning Point Brands, Inc.)
Assignees. [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 Acceptance 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 9.04(b12.12(a) of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.04(b12.12(a) of the Credit Agreement), (iii) from and after the Effective Date referred to in this Assignment and AcceptanceDate, 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] 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 5.4 thereof or delivered pursuant to Section 5.04 of the Credit Agreement 7.6 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 Acceptance and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon any the Administrative Agent, any L/C Issuer [the] [any] 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 Acceptance and to purchase [the][such] Assigned Interest, and (vii) attached hereto to the Assignment and Acceptance is the 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 any 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 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: Multicurrency Credit Agreement (Jones Lang Lasalle Inc)
