The Transferee. (a) confirms that it has received a copy of the Loan Agreement together with such other documents and information as it has requested in connection with this transaction;
(b) confirms that it has not relied and will not rely on the Existing Lender to check or enquire on its behalf into the legality, validity, effectiveness, adequacy or completeness of any such documents or information;
(c) confirms and agrees that it has not relied and will not rely on any of the Existing Lender, the Agents, or the other Lenders to assess or keep under review on its behalf the financial condition, creditworthiness, condition, affair, status or nature of the Borrower or any other party to the Security Documents, and has not relied and will not rely on any of the Existing Lender, the Agents or the other Lenders to ensure that the Borrower or any other party to the Security Documents are not in breach of or default under any of the same;
(d) if not already a Lender, appoints the Agents to act as its agents as provided in the Loan Agreement and the Security Trustee Deed and agrees to be bound by the Loan Agreement (including, but not limited to, Clause 15 (Transfer)); and
(e) confirms that it shall not, by virtue of the transfer effected by this Transfer Certificate or otherwise, have or acquire any right or interest in the Floor Guarantee, the entire benefit of which is and will remain vested in MC1 for its own account absolutely.
The Transferee. (a) confirms that it has received a copy of the Loan Agreement;
(b) agrees that it will have no rights of recourse on any ground against either the Transferor, the Security Trustee or [the] [any] Lender in the event that (i) the Finance Documents prove to be invalid or ineffective, (ii) the Borrower or any Security Party fails to observe or perform its obligations, or to discharge its liabilities, under the Finance Documents (iii) it proves impossible to realise any asset covered by a Security Interest created by a Finance Document, or the proceeds of such assets are insufficient to discharge the liabilities of the Borrower or any Security Party under the Finance Documents; (c) agrees that it will have no rights of recourse on any ground against the Security Trustee or [the] [any] Lender in the event that this Certificate proves to be invalid or ineffective; (d) warrants to the Transferor and each Relevant Party (i) that it has full capacity to enter into this transaction and has taken all corporate action and obtained all official consents which it needs to take or obtain in connection with this transaction; and (ii) that this Certificate is valid and binding as regards the Transferee; and (e) confirms the accuracy of the administrative details set out below regarding the Transferee.
The Transferee confirms that it has received a copy of the Loan Agreement together with such other documents and information as it has requested in connection with this transaction;
The Transferee. 4.1 confirms that it has received a copy of the Loan Agreement and the other Finance Documents together with such other documents and information as it has required in connection with the transaction contemplated thereby;
4.2 confirms that it has not relied and will not hereafter rely on the Transferor, the Facility Agent, the Arrangers, the Security Agent or the Lenders to check or enquire on its behalf into the legality, validity, effectiveness, adequacy, accuracy or completeness of the Loan Agreement, any of the Finance Documents or any such documents or information;
4.3 agrees that it has not relied and will not rely on the Transferor, the Facility Agent, the Arrangers, the Security Agent or the Lenders to assess or keep under review on its behalf the financial condition, creditworthiness, condition, affairs, status or nature of the Borrowers, or any other Security Party (save as otherwise expressly provided therein);
4.4 warrants that it has power and authority to become a party to the Loan Agreement and has taken all necessary action to authorise execution of this Transfer Certificate and to obtain all necessary approvals and consents to the assumption of its obligations under the Loan Agreement and the Finance Documents; and
4.5 if not already a Lender, appoints (i) the Facility Agent to act as its agent and (ii) the Security Agent as its security agent, and trustee as provided in the Loan Agreement and the Finance Documents and agrees to be bound by the terms of the Loan Agreement and the Finance Documents.
The Transferee. (a) shall keep confidential all information provided to it by the Transferor which relates to the Transferor; and
(b) if after Completion, the Company holds confidential information relating to the Transferor, shall keep that information confidential and, to the extent reasonably practicable, shall return that information to the Transferor or destroy it.
The Transferee. [ ] (whose registered office is at [ ])
The Transferee represents that it has received a copy of the Agreement and copies of each Loan Supplement together with such other documents and information as it has requested in connection with this transaction;
The Transferee. (a) confirms that it has received a copy of the Loan Agreement and each other Finance Document;
(b) agrees that it will have no rights of recourse on any ground against either the Transferor, the Agent, the Arranger, the Account Bank, the Security Trustee or any Lender or the Swap Bank in the event that:
(i) the Finance Documents prove to be invalid or ineffective,
(ii) the Borrower or any other Security Party fails to observe or perform its obligations, or to discharge its liabilities, under the Finance Documents;
(iii) it proves impossible to realise any asset covered by a Security Interest created by a Finance Document, or the proceeds of such assets are insufficient to discharge the liabilities of the Borrower or any other Security Party under the Finance Documents;
(c) agrees that it will have no rights of recourse on any ground against the Agent, the Arranger, the Account Bank, the Security Trustee or any Lender or the Swap Bank in the event that this Certificate proves to be invalid or ineffective;
(d) warrants to the Transferor and each Relevant Party (i) that it has full capacity to enter into this transaction and has taken all corporate action and obtained all official consents which it needs to take or obtain in connection with this transaction; and (ii) that this Certificate is valid and binding as regards the Transferee; and
(e) confirms the accuracy of the administrative details set out below regarding the Transferee; and
(f) agrees to be responsible for all legal and other costs (including without limitation, notarial fees, breakage costs and, if applicable, VAT) incurred by the Transferor with respect to documenting the transfer and perfecting any security.
The Transferee. 2.1 represents and warrants that it has the power and capacity, and is legally authorized, to enter into this Agreement and that the performance of its obligations pursuant hereto and pursuant to the Royalty Agreement are not prohibited or restricted by any law binding upon or applicable to it; and
2.2 conrms that it has received a copy of the Royalty Agreement and that it shall, on and after the Transfer Date, be bound by the provisions of the Royalty Agreement as if it were an original signatory thereto and shall assume, comply with and perform fully, in accordance with the terms of the Royalty Agreement, all of the obligations of the Transferor which by the terms of the Royalty Agreement are required to be performed by the Transferor, to the extent of the Transferred Interest.
The Transferee. (a) agrees to perform and comply with the obligations expressed to be imposed on it under the Agreement as a result of this Transfer Certificate taking effect;
(b) confirms its appointment of the Agent as its agent as provided in the Agreement and agrees to be bound by the Agreement; and
(c) warrants that it has received a copy of the Agreement together with such other documents and information as it has required in connection with this transaction and that it has not relied and will not hereafter rely on any of the Lenders or the Agent to check or enquire on its behalf into the legality, validity, effectiveness, adequacy, accuracy or completeness of any such information and further agrees that its has not relied and will not rely on any of the Lenders or the Agent to assess or keep under review on its behalf the financial condition, creditworthiness, condition, affairs, status or nature of the Borrower.
