[Affiliated Lender. (a) The Assignee further represents and warrants that after giving effect to this Assignment and Assumption, Affiliated Lenders shall not, in the aggregate, hold Term Loans with an aggregate principal amount in excess of 25% of the principal amount of all Term Loans then outstanding. (b) The Assignee consents to the provisions of Section 9.4 of the Credit Agreement that apply to an Affiliated Lender in its capacity as a Term Loan Lender with respect to the Assigned Interest. (c) The Assignor acknowledges and agrees that in connection with this assignment, (1) the Assignee is an Affiliated Lender and it or its Affiliates may have, and later come into possession of, information regarding the Loan or the Loan Parties that is not known to the Assignor and that may be material to a decision by such Assignor to assign the Assigned Interest (such information, the “Excluded Information”), (2) the Assignor has independently, without reliance on the Assignee, Holdings, the Borrower, any subsidiaries of any of these entities, the Administrative Agent or any other Lender or any of their respective Affiliates, made its own analysis and determination to participate in such assignment notwithstanding such Assignor’s lack of knowledge of the Excluded Information, (3) none of the Assignee, Holdings, the Borrower, any subsidiaries of any of these entities, the Administrative Agent the other Lenders or any of their respective Affiliates shall have any liability to the Assignor, and the Assignor hereby waives and releases, to the extent permitted by law, any claims such Assignor may have against the Assignee, Holdings, the Borrower, any subsidiaries of any of these entities, the Administrative Agent, the other Lenders and their respective Affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information and (4) the Excluded Information may not be available to the Agents or other Lenders.]1 (d) The Assignee acknowledges and agrees that in connection with this assignment, (1) the Assignor is an Affiliated Lender and it or its Affiliates may have, and later come into possession of, information regarding the Loan or the Loan Parties that is not known to the Assignee and that may be material to a decision by such Assignee to acquire the Assigned Interest (such information, the “Excluded Information”), (2) such Assignee has independently, without reliance on the Assignor, Holdings, the Borrower, any subsidiaries of any of these entities, the Administrative Agent or any other Lender or any of their respective 1 To be included if Assignee is an Affiliated Lender. Affiliates, made its own analysis and determination to participate in such assignment notwithstanding such Assignee’s lack of knowledge of the Excluded Information, (3) none of the Assignor, Holdings, the Borrower, any subsidiaries of any of these entities, the Administrative Agent the other Lenders or any of their respective Affiliates shall have any liability to the Assignee, and the Assignee hereby waives and releases, to the extent permitted by law, any claims such Assignee may have against the Assignor, Holdings, the Borrower, any subsidiaries of any of these entities, the Administrative Agent, the other Lenders and their respective Affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information and (4) the Excluded Information may not be available to the Agents or other Lenders.]2]
Appears in 1 contract
Samples: Senior Lien Term Loan Credit Agreement (Forterra, Inc.)
[Affiliated Lender. (a) The Assignee further represents and warrants that after giving effect to this Assignment and Assumption, Affiliated Lenders shall not, in the aggregate, hold Term Loans with an aggregate principal amount in excess of 25% of the principal amount of all Term Loans then outstanding.
(b) The Assignee consents to the provisions of Section 9.4 of the Credit Agreement that apply to an Affiliated Lender in its capacity as a Term Loan Lender with respect to the Assigned Interest.
(c) The Assignor acknowledges and agrees that in connection with this assignment, (1) the Assignee is an Affiliated Lender and it or its Affiliates may have, and later come into possession of, information regarding the Loan or the Loan Parties that is not known to the Assignor and that may be material to a decision by such Assignor to assign the Assigned Interest (such information, the “Excluded Information”), (2) the Assignor such Assignee has independently, without reliance on the AssigneeAssignor, Holdings, the Borrower, any subsidiaries of any of these entities, the Administrative Agent or any other Lender or any of their respective Affiliates, made its own analysis and determination to participate in such assignment notwithstanding such AssignorAssignee’s lack of knowledge of the Excluded Information, (3) none of the Assignee, Holdings, the Borrower, any subsidiaries of any of these entities, the Administrative Agent the other Lenders or any of their respective Affiliates shall have any liability to the Assignor, and the Assignor Assignee hereby waives and releases, to the extent permitted by law, any claims such Assignor Assignee may have against the AssigneeAssignor, Holdings, the Borrower, any subsidiaries of any of these entities, the Administrative Agent, the other Lenders and their respective Affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information and (4) the Excluded Information may not be available to the Agents or other Lenders.]1
(d) The Assignee acknowledges and agrees that in connection with this assignment, (1) the Assignor is an Affiliated Lender and it or its Affiliates may have, and later come into possession of, information regarding the Loan or the Loan Parties that is not known to the Assignee and that may be material to a decision by such Assignee to acquire the Assigned Interest (such information, the “Excluded Information”), (2) such Assignee has independently, without reliance on the Assignor, Holdings, the Borrower, any subsidiaries of any of these entities, the Administrative Agent or any other Lender or any of their respective 1 To be included if Assignee is an Affiliated Lender. Affiliates, made its own analysis and determination to participate in such assignment notwithstanding such Assignee’s lack of knowledge of the Excluded Information, (3) none of the AssignorAssignee, Holdings, the Borrower, any subsidiaries of any of these entities, the Administrative Agent the other Lenders or any of their respective Affiliates shall have any liability to the AssigneeAssignor, and the Assignee hereby waives and releases, to the extent permitted by law, any claims such Assignee may have against the Assignor, Holdings, the Borrower, any subsidiaries of any of these entities, the Administrative Agent, the other Lenders and their respective Affiliates, under applicable laws or otherwise, with respect to the 1 To be included if Assignee is an Affiliated Lender. nondisclosure of the Excluded Information and (4) the Excluded Information may not be available to the Agents or other Lenders.]2]
Appears in 1 contract
Samples: Term Loan Credit Agreement (Foundation Building Materials, Inc.)
[Affiliated Lender. (a) The Assignee further represents and warrants that after giving effect to this Assignment and Assumption, Affiliated Lenders shall not, in the aggregate, hold Term Loans with an aggregate principal amount in excess of 2525.0% of the principal amount of all Term Loans then outstanding.
(b) The Assignee consents to the provisions of Section 9.4 of the Credit Agreement that apply to an Affiliated Lender in its capacity as a Term Loan Lender with respect to the Assigned Interest.
(c) The Assignor acknowledges and agrees that in connection with this assignment, (1) the Assignee is an Affiliated Lender and it or its Affiliates may have, and later come into possession of, information regarding the Loan or the Loan Parties that is not known to the Assignor and that may be material to a decision by such Assignor to assign the Assigned Interest (such information, the “Excluded Information”), (2) the Assignor such Assignee has independently, without reliance on the AssigneeAssignor, HoldingsParent, the Borrower, any subsidiaries of any of these entities, the Administrative Agent or any other Lender or any of their respective Affiliates, made its own analysis and determination to participate in such assignment notwithstanding such AssignorAssignee’s lack of knowledge of the Excluded Information, (3) none of the Assignee, HoldingsParent, the Borrower, any subsidiaries of any of these entities, the Administrative Agent the other Lenders or any of their respective Affiliates shall have any liability to the Assignor, and the Assignor Assignee hereby waives and releases, to the extent permitted by law, any claims such Assignor Assignee may have against the AssigneeAssignor, HoldingsParent, the Borrower, any subsidiaries of any of these entities, the Administrative Agent, the other Lenders and their respective Affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information and (4) the Excluded Information may not be available to the Agents Administrative Agent or other Lenders.]1Lenders.]13
(d) The Assignee acknowledges and agrees that in connection with this assignment, (1) the Assignor is an Affiliated Lender and it or its Affiliates may have, and later come into possession of, information regarding the Loan or the Loan Parties that is not known to the Assignee and that may be material to a decision by such Assignee to acquire the Assigned Interest (such information, the “Excluded Information”), (2) such Assignee has independently, without reliance on the Assignor, HoldingsParent, the Borrower, any subsidiaries of any of these entities, the Administrative Agent or any other Lender or any of their respective 1 To be included if Assignee is an Affiliated Lender. Affiliates, made its own analysis and determination to participate in such assignment notwithstanding such Assignee’s lack of knowledge of the Excluded Information, (3) none of the AssignorAssignee, HoldingsParent, the Borrower, any subsidiaries of any of these entities, the Administrative Agent the other Lenders or any of their respective Affiliates shall have any liability to the AssigneeAssignor, and the Assignee hereby waives and releases, to the extent permitted by law, any claims such Assignee may have against the Assignor, HoldingsParent, the Borrower, any subsidiaries of any of these entities, the Administrative Agent, the other Lenders and their respective Affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information and (4) the Excluded Information may not be available to the Agents Administrative Agent or other Lenders.]2Lenders.]14]
Appears in 1 contract
Samples: Secured Revolving Credit Agreement (T-Mobile US, Inc.)
[Affiliated Lender. (a) The Assignee further represents and warrants that after giving effect to this Assignment and Assumption, Affiliated Lenders shall not, in the aggregate, hold Term Loans with an aggregate principal amount in excess of 25% of the principal amount of all Term Loans then outstanding.
(b) The Assignee consents to the provisions of Section 9.4 of the Credit Agreement that apply to an Affiliated Lender in its capacity as a Term Loan Lender with respect to the Assigned Interest.
(c) The Assignor acknowledges and agrees that in connection with this assignment, (1) the Assignee is an Affiliated Lender and it or its Affiliates may have, and later come into possession of, information regarding the Loan or the Loan Parties that is not known to the Assignor and that may be material to a decision by such Assignor to assign the Assigned Interest (such information, the “Excluded Information”), (2) the Assignor such Assignee has independently, without reliance on the AssigneeAssignor, Holdings, Mid-Holdings, the Borrower, any subsidiaries of any of these entities, the Administrative Agent or any other Lender or any of their respective Affiliates, made its own analysis and determination to participate in such assignment notwithstanding such AssignorAssignee’s lack of knowledge of the Excluded Information, (3) none of the Assignee, Holdings, Mid-Holdings, the Borrower, any subsidiaries of any of these entities, the Administrative Agent the other Lenders or any of their respective Affiliates shall have any liability to the Assignor, and the Assignor Assignee hereby waives and releases, to the extent permitted by law, any claims such Assignor Assignee may have against the AssigneeAssignor, Holdings, Mid-Holdings, the Borrower, any subsidiaries of any of these entities, the Administrative Agent, the other Lenders and their respective Affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information and (4) the Excluded Information may not be available to the Agents or other Lenders.]1
(d) The Assignee acknowledges and agrees that in connection with this assignment, (1) the Assignor is an Affiliated Lender and it or its Affiliates may have, and later come into possession of, information regarding the Loan or the Loan Parties that is not known to the Assignee and that may be material to a decision by such Assignee to acquire the Assigned Interest (such information, the “Excluded Information”), (2) such Assignee has independently, without reliance on the Assignor, Holdings, Mid-Holdings, the Borrower, any subsidiaries of any of these entities, the Administrative Agent or any other Lender or any of their respective 1 To be included if Assignee is an Affiliated Lender. Affiliates, made its own analysis and determination to participate in such assignment notwithstanding such Assignee’s lack of knowledge of the Excluded Information, (3) none of the Assignor, Holdings, the Borrower, any subsidiaries of any of these entities, the Administrative Agent the other Lenders or any of their respective Affiliates shall have any liability to the Assignee, and the 1 To be included if Assignee hereby waives and releases, to the extent permitted by law, any claims such Assignee may have against the Assignor, Holdings, the Borrower, any subsidiaries of any of these entities, the Administrative Agent, the other Lenders and their respective Affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information and (4) the Excluded Information may not be available to the Agents or other Lenders.]2]is an Affiliated Lender.
Appears in 1 contract
Samples: Junior Lien Term Loan Credit Agreement (Forterra, Inc.)