Borrower Assumption Sample Clauses

Borrower Assumption. (a) Effective immediately prior to the amendment and restatement of the Existing Credit Agreement set forth herein, the Existing Borrower hereby assigns all of its rights, duties, obligations and liabilities under the Existing Credit Agreement to the Borrower.
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Borrower Assumption. Immediately and automatically upon consummation of the Revint Acquisition on the Closing Date, all obligations of the Initial Borrower under the Existing Credit Agreement and this Agreement are hereby assigned to, and by its signature hereto are assumed by, the Ultimate Borrower.
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Borrower Assumption. The Borrower shall have assumed all obligations and indebtedness of Cactus Wellhead under the Existing Credit Agreement and the other “Loan Documents” (as defined in the Existing Credit Agreement) pursuant to that certain Assumption, Ratification and Confirmation Agreement of even date herewith, executed by the Borrower and Cactus Wellhead in favor of the administrative agent and the lenders under the Existing Credit Agreement.
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Borrower Assumption. Notwithstanding anything in Section 10.10 to the contrary, the parties hereto hereby agree that the Initial Borrower may assign and transfer all of its rights and Obligations under the Loan Documents to a Wholly Owned Subsidiary of the Initial Borrower with the consent of the Administrative Agent and each Lender party on the Closing Date to this Agreement (any such Subsidiary, the “Assumed Borrower”). In connection with any such assignment, (a) the Initial Borrower shall assign to the Assumed Borrower, and the Assumed Borrower shall assume all of the obligations and liabilities (including the Obligations) and all rights of the Initial Borrower as “Borrower” under this Agreement and the other Loan Documents, (b) the Assumed Borrower shall become a party to this Agreement as the “Borrower” with the same force and effect as if originally named herein as Borrower and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities (including the Obligations) and rights of the Initial Borrower hereunder, (c) the Assumed Borrower shall be bound by all of the terms and provisions of this Agreement, (d) each reference to the “Borrower” in this Agreement and in any other Loan Document shall be deemed to refer to the Assumed Borrower, (e) the Assumed Borrower shall be liable under this Agreement for payment of all Obligations, (f) the Initial Borrower shall be released from its obligations and liabilities (including the Obligations) under the Loan Documents and have no further rights, obligations or liabilities (including the Obligations) under the Loan Documents and (g) all of the security interests, Mortgages, Liens and pledges in favor of the Collateral Agent for the benefit of the Secured Parties under each of the Loan Documents, and all guarantees of the Guarantors under each of the Loan Documents, in each case shall be automatically terminated and released (clauses (a) through (g), the “Assumption”). Notwithstanding anything in the Loan Documents to the contrary, the Assumption shall be immediately effective upon the execution and delivery of an assumption agreement in form and substance satisfactory to the Administrative Agent and each Lender party on the Closing Date to this Agreement by the parties thereto to the Administrative Agent and the satisfaction of the conditions to effectiveness set forth therein.
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Borrower Assumption. The parties hereto hereby confirm that, effective as of the Separation Effective Date, (a) SpinCo shall have obligations, duties and liabilities toward each of the other parties to the Term Loan Credit Agreement and the other Loan Documents identical to which SpinCo would have had if SpinCo had been an original party to the Loan Documents and (b) BGC shall cease to have any obligations, duties or liabilities as the Borrower under the Loan Documents. Effective as of the Separation Effective Date, SpinCo hereby ratifies, and agrees to be bound by, all applicable representations and warranties, covenants, and other terms, conditions and provisions of the Term Loan for all purposes under the Term Loan Credit Agreement and the other applicable Loan Documents. The parties hereto hereby acknowledge and agree that as of the Separation Effective Date, SpinCo shall be the sole Borrower of the Term Loan Credit Agreement, as further set forth therein. SpinCo hereby acknowledges, agrees and confirms that it has received a copy of the Term Loan Credit Agreement and the schedules and exhibits thereto and each Loan Document and the schedules and exhibits thereto.
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Borrower Assumption. Effective immediately upon consummation of the OP Merger, title to all assets and all liabilities of ARC OP, including, but not limited to the Obligations under the Credit Agreement, became vested in and an asset or liability, as applicable, of AF OP, as surviving entity of the OP Merger, without reversion or impairment. Notwithstanding the foregoing and for the avoidance of doubt, AF OP, as surviving entity of the OP Merger, hereby assumes all of the obligations and liabilities of ARC OP under the Credit Agreement and the other Loan Documents to which ARC OP was a party. All references to “Borrower” contained in the Credit Agreement and the other Loan Documents (other than any representation or warranty that was expressly stated to have been made as of a specific date prior to the date of the OP Merger) shall, from and after consummation of the OP Merger, be deemed to refer to AF OP, as surviving entity of the OP Merger.
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Borrower Assumption. SECTION 8.01. Effective as of the Amendment Effective Date, CRH Delaware hereby acknowledges, agrees and confirms that, by its execution of this Amendment, CRH Delaware will be deemed a “Borrower” for all purposes of the Credit Agreement and shall have all of the obligations of a Borrower, in each case, thereunder, as if it had executed the Credit Agreement as a Borrower. In furtherance of the foregoing, CRH Delaware hereby agrees that it shall, jointly and severally with the other Borrower (in accordance with the terms and conditions of Section 9.22 of the Credit Agreement), be liable to the Administrative Agent, the Issuing Banks and the Lenders for the Secured Obligations (including, without limitation, all Revolving Loans and other Secured Obligations incurred prior to the Amendment Effective Date). Each reference to a “Borrower” or “Borrowers” in the Credit Agreement or any other Loan Document shall be deemed to include CRH Delaware, and CRH Delaware shall remain a “Loan Guarantor,” “Loan Party” and “Grantor” under the Credit Agreement and any other Loan Document. CRH Delaware and CRH Canada represent and warrant that the Loan Documents are and shall remain in full force and effect, enforceable against CRH Delaware and CRH Canada in accordance with their respective terms, and all obligations, covenants, conditions, agreements, warranties, representations and other terms and provisions thereof, are hereby ratified, confirmed and reaffirmed. Each of the Administrative Agent, the Lenders and the Loan Parties fully consents to CRH Delaware becoming a Borrower under the Credit Agreement.
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Borrower Assumption. Substantially concurrently with the effectiveness of the Mergers, the Borrower shall ensure that each of the following conditions shall be satisfied (or waived in accordance with Section 9.02) in connection with the Borrower Assumption:
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Related to Borrower Assumption

  • New Lender Effective as of the Fifth Amendment Effective Date, each New Lender hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the Credit Agreement, to the same extent as if such New Lender were an original signatory thereto. Each New Lender hereby appoints and authorizes the Administrative Agent to take such action as the Administrative Agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each New Lender represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this Fifth Amendment, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (b) it has received a copy of the Credit Agreement and copies of the most recent financial statements delivered pursuant to Section 8.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Fifth Amendment and to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (c) from and after the Fifth Amendment Effective Date, it shall be a party to and be bound by the provisions of the Credit Agreement and the other Loan Documents and have the rights and obligations of a Lender thereunder. Subject to Section 10.3 hereof, from the Fifth Amendment Effective Date until the Earthstone Merger Effective Date, each New Lender’s Revolving Commitment, Elected Revolving Commitment and Maximum Credit Amount shall be $0.

  • SPV Lender Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (a “SPV”), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make the Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPV to make any Loan and (ii) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPV shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPV, it shall not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in this Section 13.6, any SPV may (i) with notice to, but without the prior written consent of, the Borrower and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting Lender or to any financial institutions (consented to by the Borrower and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPV. This Section 13.6(g) may not be amended without the written consent of the SPV. Notwithstanding anything to the contrary in this Agreement, (x) no SPV shall be entitled to any greater rights under Sections 2.10, 2.11 and 5.4 than its Granting Lender would have been entitled to absent the use of such SPV and (y) each SPV agrees to be subject to the requirements of Sections 2.10, 2.11 and 5.4 as though it were a Lender and has acquired its interest by assignment pursuant to clause (b) of this Section 13.6.

  • Additional Commitment Lenders The Company shall have the right, but shall not be obligated, on or before the applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b), each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Maturity Date for such Non-Extending Lender, assume a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders.

  • Payoffs and Assumptions The Seller shall provide to the Purchaser, or its designee, copies of all assumption and payoff statements generated by the Seller on the related Mortgage Loans from the related Cut-off Date to the related Transfer Date.

  • Additional Borrowers Other investment companies (or series of investment companies), in addition to those Borrowers which are original signatories to this Agreement, may, with the written approval of all the Banks, become parties to this Agreement and be deemed Tranche A Borrowers for all purposes of this Agreement by executing an instrument substantially in the form of Exhibit G hereto (with such changes therein may be approved by the Banks), which instrument shall (i) have attached to it a copy of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation of such additional investment company and (ii) be accompanied by the documents and instruments required to be delivered by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an opinion of counsel for such Borrower, in a form reasonably satisfactory to the Administrative Agent and its counsel; provided, that the joinder of any additional Borrower shall be effective no earlier than five (5) Business Days following receipt by the Banks of such documents and information requested by the Administrative Agent or any Bank that are reasonably required in order to comply with “know-your-customer” and other anti-terrorism, anti-money laundering and similar rules and regulations, including without limitation the USA PATRIOT Act; and provided, further, that no such additional Borrower shall be added unless each of the Banks consent, except that (A) to the extent an existing Borrower converts to a “master/feeder” structure, no consent shall be required for the master trust in such structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases to be a Borrower hereunder on or prior to such conversion and provided that such master trust is formed under the laws of a State in the United States and (B) to the extent that an existing Borrower which is a “master trust” is merged into (or transfers all or substantially all of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”), no consent shall be required for such Former Feeder Fund to become a Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the prior master trust, such Former Feeder Fund is formed under the laws of a State in the United States and, prior to such merger or transfer, such Former Feeder Fund shall have no Debt. Additional Borrowers may be added to this Agreement only once per each calendar quarter. Each new Borrower added to the Credit Facility after the addition of five (5) new Borrowers shall pay a new Borrower’s fee in the amount of $1,500 to the Administrative Agent, provided that the Administrative Agent may, in its sole discretion, waive the requirement to pay such fee. To the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient with respect to any Additional Borrower, the Joinder in which such Additional Borrower becomes a Borrower may, with the agreement of such Additional Borrower and each Bank, contain language amending this Agreement to provide for a different Permitted Asset Coverage Ratio with respect to such Additional Borrower.

  • Amendment of Credit Agreement The Credit Agreement is hereby amended as follows:

  • Initial Borrowing Base For the period from and including the Closing Date to but excluding the first Redetermination Date, the amount of the Borrowing Base shall be $2,250,000,000. Notwithstanding the foregoing, the Borrowing Base may be subject to further adjustments from time to time pursuant to Section 2.14(e), (f) and (g).

  • Assignment and Assumption The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

  • Incremental Lenders Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Increases. Incremental Increases may be provided by any existing Lender (but no existing Lender will have an obligation to make a portion of any Incremental Increase) or by any other Persons (each, an “Incremental Lender”); provided that the Administrative Agent, the Issuing Bank and the Swingline Lender, as applicable, shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Incremental Lender’s providing such Incremental Increase to the extent any such consent would be required under Section 11.5(b) for an assignment of Loans or Commitments, as applicable, to such Incremental Lender. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Incremental Lender is requested to respond, which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the proposed Incremental Lenders (or such shorter period as agreed to by the Administrative Agent in its sole discretion). Each proposed Incremental Lender may elect or decline, in its sole discretion, and shall notify the Administrative Agent within such time period whether it agrees, to provide an Incremental Increase and, if so, whether by an amount equal to, greater than or less than requested. Any Person not responding within such time period shall be deemed to have declined to provide an Incremental Increase.

  • Assignment and Acceptance The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

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