Assignee. The 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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility Document, (ii) it satisfies the requirements, if any, specified in the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement or any other Credit Facility Document, together with copies of the most recent financial statements delivered pursuant to Section 5.9 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on Administrative Agent or any other Lender, and (v) if it is a Lender not formed under the laws of the United States of America or any state thereof, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility Document, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on Administrative Agent, 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 Credit Agreement or any other Credit Facility Document, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document are required to be performed by it as a Lender.
Appears in 18 contracts
Samples: Assignment and Assumption (Tampa Electric Co), Assignment and Assumption (Tampa Electric Co), Credit Agreement (Tampa Electric Co)
Assignee. The 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 Assumption Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies meets all the requirementsrequirements to be an Assignee under Section 10.6(b) of the Credit Agreement (subject to such consents, if any, specified in as may be required under Section 10.6(b)(iii) of the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement), (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of 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 Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement Agreement, and has received or any other Credit Facility Document, together with has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.9 6.1 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Agreement and to purchase the Assigned Interest on the basis of which Interest, (vi) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent or any other LenderLender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and to purchase the Assigned Interest, and (vvii) if it is a Lender not formed under the laws of the United States of America or any state thereofNon-U.S. Lender, attached to the Assignment and Assumption Agreement is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentAgreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on any of the Administrative Agent, 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 Credit Agreement or any other Credit Facility Document, Loan Documents and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lender.
Appears in 18 contracts
Samples: Credit Agreement (Fastly, Inc.), Credit Agreement (Sprinklr, Inc.), Credit Agreement (CrowdStrike Holdings, Inc.)
Assignee. The 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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies the requirements, if any, specified in meets all requirements of an Eligible Assignee under the Credit Agreement or any other (subject to receipt of such consents as may be required under the Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement or any other Credit Facility DocumentAgreement, together with copies of the most recent financial statements delivered or deemed delivered pursuant to Section 5.9 5.01(d) thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on Administrative the Agent or any other Lender, and (v) if it is a Lender that is not formed under a “United States person” within the laws meaning of Section 7701(a)(30) of the United States of America or any state thereofInternal Revenue Code (a “Foreign Lender”), attached to the Assignment and Assumption hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentAgreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on Administrative the Agent, 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 Credit Agreement or any other Credit Facility DocumentLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lender.
Appears in 11 contracts
Samples: Assignment and Assumption (Pepsico Inc), Assignment and Assumption (Pepsico Inc), Assignment and Assumption (Pepsico Inc)
Assignee. The [Each] [The] 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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies the requirements, if any, specified in meets all requirements of an Eligible Assignee under the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement or any other Credit Facility DocumentAgreement, together with copies of the most recent financial statements delivered pursuant to Section 5.9 7.1 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on Administrative Agent or any other Lender, and (v) has sent to Company if it is a Lender not formed under the laws of the United States of America required to be delivered to Company or any state thereof, attached to the this Assignment and Assumption is if required to be delivered to Administrative Agent any documentation required to be delivered by it to Company and/or Administrative Agent pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentAgreement, duly completed and executed by the [the] [each such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the [the] [each such] 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 Credit Loan Documents, (ii) appoints and authorizes each of the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Loan Agreement and the other Loan Documents as are delegated to or any other Credit Facility Documentotherwise conferred upon the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iiiii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lender.
Appears in 10 contracts
Samples: Credit Agreement (Crown Holdings Inc), Credit Agreement (Owens-Illinois Group Inc), Credit Agreement (Ball Corp)
Assignee. The 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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies the requirementsis an Eligible Assignee (subject to such consents, if any, specified in as may be required under Section 12.3.2 of the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) none of the funds, monies, assets or other consideration being used to make the purchase and assumption hereunder are “plan assets” as defined under ERISA and that its rights, benefits and interest in and under the Loan Documents will not be “plan assets” under ERISA, (v) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (vi) it has received a copy of the Credit Agreement Agreement, and has received or any other Credit Facility Document, together with has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.9 Sections 6.1.1 and 6.1.2 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which Interest, (vii) it has made such analysis and decision has, independently and without reliance on Administrative upon the Agent or any other LenderLender 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 Assumption and to purchase the Assigned Interest, and (vviii) if it is a Lender not formed under the laws of the United States of America or any state thereof, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentAgreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on Administrative the Agent, 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 Credit Agreement or any other Credit Facility DocumentLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lender.
Appears in 8 contracts
Samples: Term Loan Agreement (Oklahoma Gas & Electric Co), Credit Agreement (Oge Energy Corp.), Credit Agreement (Oge Energy Corp.)
Assignee. The [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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentLoan Agreement, (ii) it satisfies meets all the requirementsrequirements to be an assignee under the Loan Agreement (subject to such consents, if any, specified in as may be required under the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderLoan Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Loan Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of 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 Loan Agreement, and has received or any other Credit Facility Document, together with has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.9 thereofthe terms of the Loan Agreement, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the [the][such] Assigned Interest on the basis of which Interest, (vi) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent or any other LenderLender 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 Assumption and to purchase [the][such] Assigned Interest, and (vvii) if it is a Lender not formed under the laws of the United States of America or any state thereofForeign Lender, attached to the Assignment and Assumption hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentLoan Agreement, duly completed and executed by the [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on upon the Administrative Agent, the [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 Credit Agreement or any other Credit Facility DocumentLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lender.
Appears in 8 contracts
Samples: Loan Agreement (Cedar Realty Trust, Inc.), Loan Agreement (Cedar Realty Trust, Inc.), Loan Agreement (Cedar Realty Trust, Inc.)
Assignee. The 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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies meets all the requirements, if any, specified in under the Credit Agreement or any other Credit Facility Document that are including Section 9.04(b) thereof (subject to such consents, if any, as may be required to be satisfied by it in order to acquire the Assigned Interest and become a Lenderunder such Section 9.04(b)), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of 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 Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement Agreement, and has received or any other Credit Facility Document, together with has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.9 5.01 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which Interest, (vi) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent or any other LenderLender 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 Assumption and to purchase the Assigned Interest and (vvii) if it is a Lender not formed under the laws of the United States of America or any state thereofNon-U.S. Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentAgreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, 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 Credit Agreement or any other Credit Facility DocumentLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lender.
Appears in 7 contracts
Samples: Credit Agreement (American International Group Inc), Credit Agreement (American International Group Inc), Credit Agreement (American International Group Inc)
Assignee. The 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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies meets the requirementsrequirements to be an assignee under Section 11.06(b)(iv) of the Credit Agreement (subject to such consents, if any, specified in as may be required under Section 11.06(b)(ii) of the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of 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 Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement Agreement, and has received or any other Credit Facility Document, together with has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.9 7.01 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which Interest, (vi) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent or any other LenderLender 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 Assumption and to purchase the Assigned Interest, and (vvii) if it is a Lender not formed under the laws of the United States of America or any state thereofForeign Lender, attached to the Assignment and Assumption hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentAgreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, 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 Credit Agreement or any other Credit Facility DocumentLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lender.
Appears in 6 contracts
Samples: Credit Agreement (ExamWorks Group, Inc.), Credit Agreement (Fleetcor Technologies Inc), Credit Agreement (Fleetcor Technologies Inc)
Assignee. The 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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies meets all the requirementsrequirements to be an assignee under Section 12.2(iii), (v) and (vi) of the Credit Agreement (subject to such consents, if any, specified in as may be required under Section 12.2(iii) of the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of 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 Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement Agreement, and has received or any other Credit Facility Document, together with has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.9 6.1 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which Interest, (vi) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent or any other LenderLender 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 Assumption and to purchase the Assigned Interest and (vvii) if it is a Lender not formed under the laws of the United States of America or any state thereof, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentAgreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, 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 Credit Agreement or any other Credit Facility DocumentLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lender.
Appears in 6 contracts
Samples: Credit Agreement (Aon PLC), Credit Agreement (Aon PLC), Credit Agreement (Aon PLC)
Assignee. The 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 Assumption and to consummate the transactions contemplated hereby and to become a Lender or L/C Issuer under the Credit Agreement or any other Credit Facility DocumentLoan Agreement, (ii) it satisfies meets all requirements of an Eligible Assignee under the requirements, if any, specified in Loan Agreement (subject to receipt of such consents as may be required under the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderLoan Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Loan Agreement or any other Credit Facility Document as a Lender or L/C Issuer thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender or L/C Issuer thereunder, (iv) it has received a copy of the Credit Agreement or any other Credit Facility DocumentLoan Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.9 6.1 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other LenderLender or L/C Issuer, and (v) if it is a Lender not formed under the laws of the United States of America or any state thereofForeign Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentLoan Agreement, duly completed and executed by the AssigneeAssignee and (vi) it is not a Prohibited Lender; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, Lender or L/C Issuer 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 Credit Facility DocumentLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a LenderLender or L/C Issuer.
Appears in 5 contracts
Samples: And Restatement Agreement Amendment and Restatement Agreement, Loan Agreement (Vantiv, Inc.), Amendment and Restatement Agreement (Vantiv, Inc.)
Assignee. The 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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility Documentand the Co-Lender Agreement, (ii) it satisfies meets all the requirements, if any, specified in the Credit Agreement or any other Credit Facility Document that are required requirements to be satisfied by it in order to acquire an assignee under the Assigned Interest and become a LenderCo-Lender Agreement, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document and the Co-Lender Agreement as a Lender thereunder and, to the extent of 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 Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement and the Co-Lender Agreement, and has received or any other Credit Facility Document, together with has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.9 thereofby the Borrower and other obligors, as applicable, delivered pursuant thereto and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which and (vi) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent or any other LenderLender and based on such documents and information as it has deemed appropriate, made its own credit analysis and (v) if it is a Lender not formed under the laws of the United States of America or any state thereof, attached decision to the enter into this Assignment and Assumption is any documentation required and to be delivered by it pursuant to purchase the terms of the Credit Agreement or any other Credit Facility Document, duly completed and executed by the AssigneeAssigned Interest; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, 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 Credit Agreement or any other Credit Facility DocumentLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lender.
Appears in 5 contracts
Samples: Credit Agreement, Assignment and Assumption, www.bostonfed.org
Assignee. The 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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies the requirements, if any, specified in meets all requirements of an Eligible Assignee under the Credit Agreement or any other (subject to receipt of such consents as may be required under the Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement), (iii) from and after the Effective Assignment Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of 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 Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type and (v) it has received a copy of the Credit Agreement or any other Credit Facility DocumentAgreement, together with copies of the most recent financial statements referred to in Section 3.04(a) and (b) of the Credit Agreement or delivered pursuant to Section 5.9 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest 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 (v) if it is a Lender not formed under the laws of the United States of America or any state thereof, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility Document, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, 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 Credit Agreement or any other Credit Facility DocumentLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which that by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lender.
Appears in 5 contracts
Samples: Credit Agreement, Credit Agreement (Teva Pharmaceutical Industries LTD), Credit Agreement (Teva Pharmaceutical Industries LTD)
Assignee. The 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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies the requirements, if any, specified in meets all requirements of an Eligible Assignee under the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of 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 Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement Agreement, and has received or any other Credit Facility Document, together with has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.9 5.1 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption to purchase the Assigned Interest, (vi) it has, independently and without reliance upon 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 to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on Administrative Agent or any other LenderInterest, and (vvii) if it is a Lender not formed under the laws of the United States of America or any state thereofNon-US Lender, attached to the this Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentAgreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on Administrative Agent, 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 Credit Agreement or any other Credit Facility DocumentDocuments, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Documents are required to be performed by it as a Lender.
Appears in 5 contracts
Samples: Possession Credit Agreement (Molycorp, Inc.), Credit and Guaranty Agreement, Assignment and Assumption Agreement (Alion Science & Technology Corp)
Assignee. The Assignee Assignee: (a) represents and warrants that that: (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies the requirements, if any, specified in meets all requirements of an Eligible Assignee under the Credit Agreement or any other (subject to receipt of such consents as may be required under the Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of 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 Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement Agreement, and has received or any other Credit Facility Document, together with has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.9 9.1(a) and 9.1(b) thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which Interest, (vi) it has made such analysis and decision independently and without reliance on upon the Administrative Agent or any other LenderLender 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 Assumption and to purchase the Assigned Interest, and (vvii) if it is a Lender not formed under the laws of the United States of America or any state thereofForeign Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentAgreement, duly completed and executed by the Assignee; and (b) agrees that that: (i) it will, independently and without reliance on upon the Administrative Agent, 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 Credit Agreement or any other Credit Facility DocumentLoan Papers, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Papers are required to be performed by it as a Lender.
Appears in 5 contracts
Samples: Credit Agreement (Vail Resorts Inc), Credit Agreement (Vail Resorts Inc), Credit Agreement (Vail Resorts Inc)
Assignee. The 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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentLoan Agreement, (ii) it satisfies meets all requirements of an Eligible Assignee under the requirements, if any, specified in Loan Agreement (subject to receipt of such consents as may be required under the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderLoan Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Loan Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement or any other Credit Facility DocumentLoan Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.9 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision independently and without reliance on the Administrative Agent or any other Lender to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on Administrative Agent or any other Lenderdecision, and (v) if it is a Lender not formed under the laws of the United States of America or any state thereofForeign Lender, attached to the Assignment and Assumption hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentLoan Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, 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 Credit Agreement or any other Credit Facility DocumentLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lender.
Appears in 4 contracts
Samples: Construction Loan Agreement (Skechers Usa Inc), Construction Loan Agreement (Skechers Usa Inc), Construction Loan Agreement (Skechers Usa Inc)
Assignee. The 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 Assumption Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement or any and the other Credit Facility Document Loan Documents as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement or any and the other Credit Facility DocumentLoan Documents, together with copies of the most recent financial statements delivered pursuant to Section 5.9 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Acceptance and to purchase the Assigned Interest 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 [and]3 (v) if it is a Foreign Lender not formed under the laws of the United States of America or any state thereof[and (vi) it is an Eligible Assignee]4, attached to the this Assignment and Assumption Acceptance is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentAgreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, 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 Credit Agreement or any other Credit Facility Documentdecisions, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any and the other Credit Facility Document Loan Documents are required to be performed by it as a Lender.
Appears in 4 contracts
Samples: Credit Agreement (Sherwin Williams Co), Credit Agreement (Sherwin Williams Co), Credit Agreement (Sherwin Williams Co)
Assignee. The 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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentLoan Agreement, (ii) it satisfies meets the requirementsrequirements to be an assignee under Section 10.06(b) of the Loan Agreement (subject to such consents, if any, specified in as may be required under Section 10.06(b)(iii) of the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderLoan Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Loan Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of 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 Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement Loan Agreement, and has received or any other Credit Facility Document, together with has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.9 6.01 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which Interest, (vi) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent or any other LenderLender 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 Assumption and to purchase the Assigned Interest, and (vvii) if it is a Lender not formed under the laws of the United States of America or any state thereofForeign Lender, attached to the Assignment and Assumption hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentLoan Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, 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 Credit Agreement or any other Credit Facility DocumentLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lender.
Appears in 4 contracts
Samples: Term Loan Agreement (Retail Opportunity Investments Partnership, LP), Term Loan Agreement (Retail Opportunity Investments Partnership, LP), Term Loan Agreement (Retail Opportunity Investments Corp)
Assignee. The 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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a is not an Affiliate Lender, (iii) it meets all requirements of an Eligible Assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement), (iv) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (ivv) it has received a copy of the Credit Agreement or any other Credit Facility DocumentAgreement, together with copies of the most recent financial statements delivered pursuant to Section 5.9 6.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, (vi) it has delivered a true and (v) if it is a Lender not formed under complete Administrative Questionnaire substantially in the laws form of the United States of America or any state thereof, attached Exhibit E-3 to the Assignment and Assumption Credit Agreement, (vii) attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentAgreement, duly completed and executed by the Assignee, and (viii) it is not a “Defaulting Lender”, as such term is defined in the Credit Agreement; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, 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 Credit Agreement Loan Documents or any other Credit Facility Documentinstrument or document furnished pursuant hereto or thereto, and (ii) it will be bound by the provisions of the Loan Documents, and it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lender.. Form of Assignment and Assumption
Appears in 4 contracts
Samples: Credit Agreement, Assignment and Assumption (Syniverse Holdings Inc), Credit Agreement (Syniverse Holdings Inc)
Assignee. The 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 Assumption Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies meets all the requirementsrequirements to be an assignee under Section 11.6(b) of the Credit Agreement (subject to such consents, if any, specified in as may be required under Section 11.6(b)(iii) of the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of 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 Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement Agreement, and has received or any other Credit Facility Document, together with has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.9 7.1 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Agreement and to purchase the Assigned Interest on the basis of which Interest, (vi) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent or any other LenderLender 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 Assumption Agreement and to purchase the Assigned Interest, and (vvii) if it is a Lender not formed under the laws of the United States of America or any state thereofForeign Lender, attached to the Assignment and Assumption Agreement is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentAgreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, 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 Credit Agreement or any other Credit Facility DocumentLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lender.
Appears in 4 contracts
Samples: Credit Agreement (KOHLS Corp), Credit Agreement (KOHLS Corp), Credit Agreement (KOHLS Corp)
Assignee. The 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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies the requirements, if any, requirements specified in the Credit Agreement or any other (including the requirements of an Eligible Assignee under the Credit Facility Document Agreement) that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement or any other Credit Facility DocumentAgreement, together with copies of the most recent financial statements delivered pursuant to Section 5.9 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest 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 (v) if it has, independently and without reliance upon 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 Assumption and to purchase the Assigned Interest, (vi) it is a Lender not formed under the laws sophisticated with respect to decisions to acquire assets of the United States type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of America or any state thereofsuch type, (vii) attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentAgreement, duly completed and executed by the AssigneeAssignee and (viii) it is not a Defaulting Lender or a Competitor; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, 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 Credit Agreement or any other Credit Facility DocumentAgreement, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document are required to be performed by it as a Lender.
Appears in 4 contracts
Samples: Revolving Credit Agreement (Cooper Companies, Inc.), Credit and Term Loan Agreement, Assignment and Assumption (Cooper Companies, Inc.)
Assignee. The 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 Assumption Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies meets all the requirementsrequirements to be an Assignee under Section 10.6(b) of the Credit Agreement (subject to such consents, if any, specified in as may be required under Section 10.6(b)(iii) of the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement), (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of 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 Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement Agreement, and has received or any other Credit Facility Document, together with has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.9 6.1 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Agreement and to purchase the Assigned Interest on the basis of which Interest, (vi) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent or any other LenderLender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and to purchase the Assigned Interest, and (vvii) if it is a Lender not formed under the laws of the United States of America or any state thereofForeign Lender, attached to the Assignment and Assumption Agreement is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentAgreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on any of the Administrative Agent, 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 Credit Agreement or any other Credit Facility Document, Loan Documents and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lender.
Appears in 4 contracts
Samples: Credit Agreement (Organogenesis Holdings Inc.), Guarantee and Collateral Agreement (Organogenesis Holdings Inc.), Guarantee and Collateral Agreement (RhythmOne PLC)
Assignee. The 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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentLoan Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement or any other Credit Facility Document that are required is an Eligible Assignee and meets all requirements to be satisfied by it in order an assignee under the terms of the Loan Agreement (subject to acquire any consents required under the Assigned Interest and become a LenderLoan Agreement), (iii) from and after the Effective Date, it Assignee shall be bound by the provisions of the Credit Loan Agreement or any and other Credit Facility Document Loan Documents as a Lender thereunder and, to the extent of 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 Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Loan Agreement and of such Loan Documents as it has deemed appropriate, and has received or any other Credit Facility Document, together with been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.9 thereof, as applicablethe terms of the Loan Agreement, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption to purchase the Assigned Interest, (vi) it has, independently and without reliance upon Agent, 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 to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on Administrative Agent or any other LenderInterest, and (vvii) if it is a Lender not formed under the laws of the United States of America or any state thereof, attached to the Assignment and Assumption hereto is any documentation required to be delivered by it in connection with this Assignment pursuant to the terms of the Credit Loan Agreement or any other Credit Facility Documentotherwise reasonably requested by Agent, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on Administrative upon Agent, the Assignor or any other Lender, and based on such documents and information as it Assignee 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 Credit Facility DocumentLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it Assignee as a Lender.
Appears in 4 contracts
Samples: Loan and Security Agreement (Chicago Atlantic Real Estate Finance, Inc.), Loan and Security Agreement (Summit Midstream Partners, LP), Guaranty and Security Agreement (BIG 5 SPORTING GOODS Corp)
Assignee. The 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 Assumption and Assumption, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) it is not an Ineligible Institution or Excluded Person, (iv) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (ivv) it has received a copy of the Credit Agreement or any other Credit Facility DocumentAgreement, together with copies of the most recent financial statements delivered pursuant to Section 5.9 5.01 thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.04 thereof, as applicable), and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest 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 (vvi) if it is a Lender not formed under the laws of the United States of America or any state thereof, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentAgreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, 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 Credit Agreement or any other Credit Facility DocumentLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lender.
Appears in 4 contracts
Samples: Credit Agreement (Virtusa Corp), Credit Agreement (Virtusa Corp), Credit Agreement (Virtusa Corp)
Assignee. The 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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies meets the requirementsrequirements to be an assignee under Section 10.06(b) of the Credit Agreement (subject to such consents, if any, specified in as may be required under Section 10.06(b)(iii) of the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of 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 Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement Agreement, and has received or any other Credit Facility Document, together with has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.9 6.01 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which Interest, (vi) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent or any other LenderLender 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 Assumption and to purchase the Assigned Interest, and (vvii) if it is a Lender not formed under the laws of the United States of America or any state thereofForeign Lender, attached to the Assignment and Assumption hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentAgreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, 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 Credit Agreement or any other Credit Facility DocumentLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lender.
Appears in 4 contracts
Samples: Credit Agreement (Retail Opportunity Investments Partnership, LP), Credit Agreement (Retail Opportunity Investments Corp), Credit Agreement (Retail Opportunity Investments Corp)
Assignee. The 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 Assumption Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies meets all the requirementsrequirements to be an assignee under Section 9.04 of the Credit Agreement (subject to such consents, if any, specified in as may be required under the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest Agreement) and become is not a LenderDisqualified Institution, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of 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 Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement Agreement, and has received or any other Credit Facility Document, together with has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.9 5.04(a) or (b) thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Acceptance and to purchase the Assigned Interest on the basis of which Interest, (vi) it has made such analysis and decision independently and without reliance on upon the Administrative Agent or any other LenderLender 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 Assigned Interest, (vvii) it has duly completed an Administrative Questionnaire substantially in the form of Exhibit A to the Credit Agreement, unless it is already a Lender under the Credit Agreement, (viii) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date (unless such fee has been waived by the Administrative Agent) (ix) if it is a Lender that is not formed under the laws of the a United States of America or any state thereofperson, attached to the Assignment and Assumption Acceptance is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentAgreement, duly completed and duly executed by the AssigneeAssignee and (x) if it is an Affiliated Lender, it has indicated its status as such in the space provided on the first page of the Assignment and Assumption; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, 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 Credit Agreement or any other Credit Facility DocumentLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lender.
Appears in 3 contracts
Samples: Credit Agreement (Lindblad Expeditions Holdings, Inc.), Credit Agreement (Lindblad Expeditions Holdings, Inc.), Credit Agreement (Lindblad Expeditions Holdings, Inc.)
Assignee. The 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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of 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 Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement Agreement, and has received or any other Credit Facility Document, together with has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.9 5.01(a) and 5.01(b) thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which Interest, (vi) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent or any other LenderLender and based on such documents and information as it deems appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest, and (vvii) if it is a Lender not formed under the laws of the United States of America or any state thereof, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentAgreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, 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 Credit Agreement or any other Credit Facility DocumentLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lender.
Appears in 3 contracts
Samples: Credit Agreement (Altra Industrial Motion Corp.), Credit Agreement (Altra Industrial Motion Corp.), Credit Agreement (Altra Holdings, Inc.)
Assignee. The 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 Assumption Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies meets all the requirementsrequirements to be an Assignee under Section 10.6(b) of the Credit Agreement (subject to such consents, if any, specified in as may be required under Section 10.6(b)(iii) of the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement), (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of 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 Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement Agreement, and has received or any other Credit Facility Document, together with has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.9 6.1 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Agreement and to purchase the Assigned Interest on the basis of which Interest, (vi) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent or any other LenderLender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and to purchase the Assigned Interest, and (vvii) if it is a Lender not formed under the laws of the United States of America or any state thereof, attached to the Assignment and Assumption Agreement is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentAgreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on any of the Administrative Agent, 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 Credit Agreement or any other Credit Facility Document, Loan Documents and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lender.
Appears in 3 contracts
Samples: Credit Agreement (Ribbon Communications Inc.), Credit Agreement (Ribbon Communications Inc.), Credit Agreement (Ribbon Communications Inc.)
Assignee. The 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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies meets all the requirementsrequirements to be an assignee under Section 10.06(b) of the Credit Agreement (subject to such consents, if any, specified in as may be required under Section 10.06(b) of the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of 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 Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement Agreement, and has received or any other Credit Facility Document, together with has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.9 6.01 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which Interest, (vi) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent or any other LenderLender 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 Assumption and to purchase the Assigned Interest, and (vvii) if it is a Lender not formed under the laws of the United States of America or any state thereofForeign Lender, attached to the Assignment and Assumption hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentAgreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on upon the Administrative Agent, 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 Credit Agreement or any other Credit Facility DocumentLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lender.
Appears in 3 contracts
Samples: Credit Agreement (Babcock & Wilcox Co), Credit Agreement (Babcock & Wilcox Co), Credit Agreement (McDermott International Inc)
Assignee. The 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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies meets the requirementsrequirements to be an assignee under Section 11.07(b)(v) of the Credit Agreement (subject to such consents, if any, specified in as may be required under Section 11.07(b)(iii) of the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of 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 Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement Agreement, and has received or any other Credit Facility Document, together with has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.9 7.01 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which Interest, (vi) it has made such analysis and decision has, independently and without reliance on Administrative upon any Agent or any other LenderLender 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 Assumption and to purchase the Assigned Interest, and (vvii) if it is a Lender not formed under the laws of the United States of America or any state thereofForeign Lender, attached to the Assignment and Assumption hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentAgreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on Administrative any Agent, 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 Credit Agreement or any other Credit Facility DocumentLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lender.
Appears in 3 contracts
Samples: Credit Agreement (Timken Co), Assignment and Assumption (Timken Co), Credit Agreement (Timken Co)
Assignee. The 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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or until such time as the Loans are automatically cancelled without further action by any other Credit Facility DocumentPerson on the Purchaser Assignment Effective Date, (ii) it satisfies has transmitted same day funds to the requirements, if any, specified in Assignor on the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderPurchaser Assignment Effective Date, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement or any other Credit Facility Document, together with copies of the most recent financial statements delivered pursuant to Section 5.9 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on Administrative Agent (vi) it is not in possession of any information regarding any Loan Party, its assets, its ability to perform its Obligations or any other Lender, and (v) if it is matter that may be material to a Lender not formed under the laws decision by Assignor to participate in any Auction or enter into this Assignment or participate in any of the United States of America or any state thereof, attached transactions contemplated hereby that has not previously been disclosed to [the Assignment Auction Manager,] the Administrative Agent and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility Document, duly completed and executed by the AssigneeLenders; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the that time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any other Credit Facility DocumentLoan Documents, and (ii) it will perform acknowledges that the Assigned Interest shall, from and after the Purchaser Assignment Effective Date, and without further action by any Person, be deemed cancelled for all purposes and no longer outstanding and that the Assignee shall have no ability to vote or receive payments in accordance with their terms all respect of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document are required to be performed by it as a LenderAssigned Interest.
Appears in 3 contracts
Samples: Credit Agreement (Francesca's Holdings CORP), Credit Agreement (Francesca's Holdings CORP), Credit Agreement (Francesca's Holdings CORP)
Assignee. The 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 Assumption and to consummate the transactions contemplated hereby and to become a Lender or L/C Issuer under the Credit Agreement or any other Credit Facility DocumentLoan Agreement, (ii) it satisfies meets all requirements of an Eligible Assignee under the requirements, if any, specified in Loan Agreement (subject to receipt of such consents as may be required under the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderLoan Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Loan Agreement or any other Credit Facility Document as a Lender or L/C Issuer thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender or L/C Issuer thereunder, (iv) it has received a copy of the Credit Agreement or any other Credit Facility DocumentLoan Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.9 6.1 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other LenderLender or L/C Issuer, (v) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type and (vvi) if it is a Lender not formed under the laws of the United States of America or any state thereofForeign Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentLoan Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, Lender or L/C Issuer 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 Credit Facility DocumentLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a LenderLender or L/C Issuer.
Appears in 3 contracts
Samples: Restatement Agreement (Western Digital Corp), Loan Agreement (Western Digital Corp), Loan Agreement (Western Digital Corp)
Assignee. The [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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies meets all the requirementsrequirements to be an assignee under the Credit Agreement (subject to such consents, if any, specified in as may be required under the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of 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 Agreement, and has received or any other Credit Facility Document, together with has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.9 6.07 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the [the][such] Assigned Interest on the basis of which Interest, (vi) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent or any other LenderLender 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 Assumption and to purchase [the][such] Assigned Interest, and (vvii) if it is a Lender not formed under the laws of the United States of America or any state thereof, attached to the Assignment and Assumption hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentAgreement, duly completed and executed by [the][such] Assignee, and (vii) the AssigneeAdministrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, to the extent such fee has not been waived pursuant to the terms of the Credit Agreement; and (b) agrees that (i) it will, independently and without reliance on upon the Administrative Agent, the [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 Credit Agreement or any other Credit Facility DocumentLoan Documents, and (ii) it Form of Assignment and Assumption will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lender.
Appears in 2 contracts
Samples: Assignment and Assumption (Tiffany & Co), Assignment and Assumption (Tiffany & Co)
Assignee. The [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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies meets all the requirementsrequirements to be an assignee under Section 13.2 of the Credit Agreement (subject to such consents, if any, specified in as may be required under Section 13.2(b)(iii) of the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of 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 Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement Agreement, and has received or any other Credit Facility Document, together with has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.9 7.1 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the [the][such] Assigned Interest on the basis of which Interest, (vi) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent or any other LenderLender 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 Assumption and to purchase [the][such] Assigned Interest, (vii) it shall pay to the Administrative Agent a processing and recordation fee in the amount of $3,500 pursuant to Section 13.2(b)(iv) of the Credit Agreement and (vviii) if it is a Lender not formed under the laws of the United States of America or any state thereof, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentAgreement, duly completed and executed by the [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the [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 Credit Agreement or any other Credit Facility DocumentLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lender.
Appears in 2 contracts
Samples: Credit Agreement (Horton D R Inc /De/), Credit Agreement (Horton D R Inc /De/)
Assignee. The Assignee (a) represents and warrants that (i) it is an Eligible Assignee, (ii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Loan Agreement, it meets all the requirements to be an assignee under Section 10.06 of the Loan Agreement or any other Credit Facility Document, (ii) it satisfies the requirementssubject to such consents, if any, specified in the Credit Agreement or any other Credit Facility Document that are as may be required to be satisfied by it in order to acquire the Assigned Interest and become a Lenderthereunder), (iiiii) from and after the Effective Date, it shall be bound by the provisions of the Credit Loan Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (iv) it has received a copy of the Credit Agreement Loan Agreement, and has received or any other Credit Facility Document, together with has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.9 6.01 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which Interest, and (v) it has made such analysis and decision has, independently and without reliance on upon Administrative Agent or any other LenderLender and based on such documents and information as it has deemed appropriate, made its own credit analysis and (v) if it is a Lender not formed under the laws of the United States of America or any state thereof, attached decision to the enter into this Assignment and Assumption is any documentation required and to be delivered by it pursuant to purchase the terms of the Credit Agreement or any other Credit Facility Document, duly completed and executed by the AssigneeAssigned Interest; and (b) agrees that (i) it will, independently and without reliance on Administrative Agent, 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 Credit Agreement or any other Credit Facility DocumentLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lender. Notwithstanding any other provision of this Assignment and Assumption to the contrary, the obligations of Assignee under this Agreement are several (and not joint and several) among the assignees identified in item 6 above as follows: (A) each assignee is responsible only for breaches of representations, warranties, covenants and agreements of such assignee (and not those of any other Assignee) set forth herein and (B) with respect to any obligation of an assignee hereunder not covered by clause (A) above, such obligation shall be allocated severally (and not jointly) among the assignees in the proportions set forth in item 6 above.
Appears in 2 contracts
Samples: Loan and Security Agreement (Live Oak Acquisition Corp), Loan and Security Agreement (Live Oak Acquisition Corp)
Assignee. The 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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies the requirements, if any, specified in meets all requirements of an Eligible Assignee under the Credit Agreement or any other (subject to receipt of such consents as may be required under the Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of 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 Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement Agreement, and has received, or any other Credit Facility Documenthas been accorded the opportunity to receive, together with copies of the most recent financial statements delivered pursuant to Section 5.9 Sections 5.04(a) or 5.04(b) thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which Interest, (vi) it has made such analysis and decision has, independently and without reliance on upon 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 Assumption and to purchase the Assigned Interest, (vii) it is not an Affiliated Lender, (viii) it has duly completed an Administrative Questionnaire substantially in the form of Exhibit A to the Credit Agreement, unless it is already a Lender under the Credit Agreement, (ix) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date (unless such fee has been waived by the Administrative Agent) and (vx) if it is a Lender not formed under the laws of the United States of America or any state thereof, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or Agreement, including but not limited to any other documentation required pursuant to Section 2.20 of the Credit Facility DocumentAgreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, 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 Credit Agreement or any other Credit Facility DocumentLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which that by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lender.
Appears in 2 contracts
Samples: Credit Agreement (Cactus, Inc.), Credit Agreement (Cactus, Inc.)
Assignee. The [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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies meets all the requirementsrequirements to be an assignee under the Credit Agreement (subject to such consents, if any, specified in as may be required under the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of 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 Agreement, and has received or any other Credit Facility Document, together with has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.9 __ thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the [the][such] Assigned Interest on the basis of which Interest, and (vi) it has made such analysis and decision has, independently and without reliance on upon Administrative Agent or any other LenderLender and based on such documents and information as it has deemed appropriate, made its own credit analysis and (v) if it is a Lender not formed under the laws of the United States of America or any state thereof, attached decision to the enter into this Assignment and Assumption is any documentation required and to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility Document, duly completed and executed by the Assigneepurchase [the][such] Assigned Interest; and (b) agrees that (i) it will, independently and without reliance on upon Administrative Agent, the [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 Credit Agreement or any other Credit Facility DocumentLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lender.
Appears in 2 contracts
Samples: Credit Agreement (Primoris Services Corp), Credit Agreement (Primoris Services Corp)
Assignee. The 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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies the requirements, if any, specified in meets all requirements of an eligible Assignee under Section 11.6 of the Credit Agreement or any other (subject to receipt of such consents as may be required under the Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Revolving Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Revolving Lender thereunder, (iv) it has received a copy of the Credit Agreement or any other Credit Facility DocumentAgreement, together with copies of the most recent financial statements delivered pursuant to Section 5.9 6.1 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest 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 (v) if it is a Lender not formed under the laws of the United States of America or any state thereofForeign Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentAgreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, 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 Credit Agreement or any other Credit Facility DocumentDocuments, and (ii) it will perform in accordance with their terms all of the obligations which that by the terms of the Credit Agreement or any other Credit Facility Document Documents are required to be performed by it as a Revolving Lender.
Appears in 2 contracts
Samples: Credit Agreement (Swisher Hygiene Inc.), Credit Agreement (Swisher Hygiene Inc.)
Assignee. The 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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentTerm Loan Agreement, (ii) it satisfies meets all the requirementsrequirements to be an Eligible Assignee under Section 8.07 of the Term Loan Agreement (subject to such consents, if any, specified in as may be required under Section 8.07 of the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderTerm Loan Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Term Loan Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of 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 Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement Term Loan Agreement, and has received or any other Credit Facility Document, together with has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.9 thereof4.01(e) or 5.01(h) of the Term Loan Agreement, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which Interest, (vi) it has made such analysis and decision has, independently and without reliance on Administrative upon the Agent or any other LenderLender 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 Assumption and to purchase the Assigned Interest, and (vvii) if it is a Lender not formed under the laws of the United States of America or any state thereofForeign Lender, attached to the this Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentTerm Loan Agreement, duly completed and executed by the Assignee; (b) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (bc) agrees that (i) it will, independently and without reliance on Administrative the Agent, 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 Credit Agreement or any other Credit Facility DocumentLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lender.
Appears in 2 contracts
Samples: Term Loan Agreement (Arizona Public Service Co), Term Loan Agreement (Arizona Public Service Co)
Assignee. The 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 Assumption Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies meets all the requirementsrequirements to be an Assignee under Section 10.6(b) of the Credit Agreement (subject to such consents, if any, specified in as may be required under Section 10.6(b)(iii) of the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement), (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of 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 Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement Agreement, and has received or any other Credit Facility Document, together with has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.9 6.1 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Agreement and to purchase the Assigned Interest on the basis of which Interest, (vi) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent or any other LenderLender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and to purchase the Assigned Interest, (vii) it has examined the list of Disqualified Institutions and it is not a Disqualified Institution or an Affiliate of a Disqualified Institution readily identifiable by name and (vviii) if it is a Lender not formed under the laws of the United States of America or any state thereofNon-U.S. Lender, attached to the Assignment and Assumption Agreement is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentAgreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on any of the Administrative Agent, 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 Credit Agreement or any other Credit Facility Document, Loan Documents and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lender.
Appears in 2 contracts
Samples: Credit Agreement (DoubleVerify Holdings, Inc.), Credit Agreement (DoubleVerify Holdings, Inc.)
Assignee. The 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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies the requirements, if any, specified in meets all requirements of an Eligible Assignee under the Credit Agreement or any other (subject to receipt of such consents as may be required under the Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement or any other Credit Facility DocumentAgreement, together with copies of the most recent financial statements delivered or deemed delivered pursuant to Section 5.9 5.01(d) thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on Administrative the Agent or any other Lender, and (v) if it is a Lender that is not formed under a “United States person” within the laws meaning of Section 7701(a)(30) of the United States of America or any state thereofInternal Revenue Code (a “Foreign Lender”), attached to the Assignment and Assumption hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentAgreement, duly dxxx completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on Administrative the Agent, 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 Credit Agreement or any other Credit Facility DocumentLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lender.
Appears in 2 contracts
Samples: Assignment and Assumption (Pepsico Inc), Assignment and Assumption (Pepsico Inc)
Assignee. The 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 Assumption Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderLender (subject to such consents, if any, as may be required thereunder), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement or any other Credit Facility DocumentAgreement, together with copies of the most recent financial statements delivered pursuant to Section 5.9 5.1 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Acceptance and to purchase the Assigned Interest on the basis of which Interest, (v) it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (vvi) if it is a Lender not formed under the laws of the United States of America or any state thereof, attached to the Assignment and Assumption Acceptance is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentAgreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, 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 Credit Agreement or any other Credit Facility DocumentLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lender.
Appears in 2 contracts
Samples: Credit Agreement (Tengasco Inc), Credit Agreement (Riley Exploration - Permian, LLC)
Assignee. The 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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it is an Eligible Assignee and satisfies all the other requirements, if any, specified in the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement Agreement, and has received or any other Credit Facility Document, together with has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.9 5.01 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption to purchase the Assigned Interest, (v) it has experience and expertise in the making of or investing in commitments or loans such as the Assigned Interest, as the case may be, (vi) it has, independently and without reliance upon the Administrative Agent, the Arrangers, the Assignor or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decisions to enter into this Assignment and to purchase the Assigned Interest on the basis of which Interest, (vii) it has made such analysis and decision independently and without reliance on Administrative Agent or any other Lender, and (v) if it is a Lender not formed under the laws of the United States of America or any state thereof, attached to the this Assignment and Assumption is any tax documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility Document(including Section 2.16(f) thereof), duly completed and executed by the Assignee; , (viii) it will acquire the Assigned Interest for its own account in the ordinary course and without a view to distribution of the Assigned Interest within the meaning of the Securities Act or the Exchange Act or other United States federal securities laws (it being understood that, subject to the provisions of Section 9.04 of the Credit Agreement, the disposition of the Assigned Interest or any interests therein shall at all times remain within its exclusive control) and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Arrangers, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the that time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any other Credit Facility Loan Document, and (ii) it will perform in accordance with their terms all of the obligations which that by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lender.
Appears in 2 contracts
Samples: Revolving Credit Facility Agreement (Weyerhaeuser Co), Term Loan Agreement (Weyerhaeuser Co)
Assignee. The 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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it is a Purchaser and satisfies the all other requirements, if any, specified in the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement or any other Credit Facility DocumentAgreement, together with copies of the most recent financial statements delivered pursuant to Section 5.9 6.1 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest 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 (v) if it is a Non-U.S. Lender not formed under (or otherwise required to deliver documentation with respect to its tax status pursuant to the laws terms of the United States of America or any state thereofCredit Agreement), attached to the this Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentAgreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, 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 Credit Agreement or any other Credit Facility DocumentLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lender.
Appears in 2 contracts
Samples: Credit Agreement (Wrigley Wm Jr Co), Credit Agreement (Wrigley Wm Jr Co)
Assignee. The 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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies meets all the requirementsrequirements to be an assignee under Section 12.05(b)(iii) of the Credit Agreement (subject to such consents, if any, specified in as may be required under Section 12.05(b)(iii) of the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of 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 Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement Agreement, and has received or any other Credit Facility Document, together with has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.9 6.01(a)(i) or (ii) thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which Interest, (vi) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent or any other LenderLender 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 Assumption and to purchase the Assigned Interest, and (vvii) if it is a Lender not formed under the laws of the United States of America or any state thereofForeign Lender, attached to the Assignment and Assumption hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentAgreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on upon the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. make its own credit decisions in taking or not taking action under the Credit Agreement or any other Credit Facility DocumentLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lender.
Appears in 2 contracts
Samples: Guaranty and Security Agreement (Sunrun Inc.), Guaranty and Security Agreement (Sunrun Inc.)
Assignee. The 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 Assumption and to consummate the transactions contemplated hereby and to become a Lender [Lender] under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies meets all the requirementsrequirements to be an assignee under the Credit Agreement (subject to such consents, if any, specified in as may be required under the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender [Lender] thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender [Lender] thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or its asset manager making the investment decision on its behalf to acquire such Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement Agreement, and has received or any other Credit Facility Document, together with has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.9 [●] thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which Interest, and (vi) it has made such analysis and decision has, independently and without reliance on Administrative Agent upon [Facility Agent], [Servicing Agent] or any other [Lender] and based on such documents and information as it has deemed appropriate, made its own credit analysis and (v) if it is a Lender not formed under the laws of the United States of America or any state thereof, attached decision to the enter into this Assignment and Assumption is any documentation required and to be delivered by it pursuant to purchase the terms of the Credit Agreement or any other Credit Facility Document, duly completed and executed by the AssigneeAssigned Interest; and (b) agrees that (i) it will, independently and without reliance on Administrative upon [Facility Agent], [Servicing Agent], 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 Credit Agreement or any other Credit Facility Document[Loan Documents], and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document [Loan Documents] are required to be performed by it as a [Lender].
Appears in 2 contracts
Samples: Collateral Management Agreement (Monroe Capital Income Plus Corp), Collateral Management Agreement (Monroe Capital Income Plus Corp)
Assignee. The 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 Assumption Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies is not a Disqualified Lender, a Specified Debt Fund or an Affiliated Lender and it meets all the requirementsrequirements of an Eligible Assignee under the Credit Agreement (subject to such consents, if any, specified in as may be required under the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of 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 Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement Agreement, and has received or any other Credit Facility Document, together with has been afforded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.9 5.05 or Section 6.01 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Acceptance and to purchase the Assigned Interest on the basis of which Interest, (vi) it has made such analysis and decision has, independently and without reliance on upon 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 Assigned Interest, (vii) it is not a Defaulting Lender, and (vviii) if it is not already a Lender not formed under the laws of the United States of America or any state thereofCredit Agreement, attached to the Assignment and Assumption Acceptance is an Administrative Questionnaire in the form provided by the Administrative Agent and (viii) attached to the Assignment and Acceptance is any documentation required to be delivered by it pursuant to the terms Section 3.01 of the Credit Agreement or any other Credit Facility DocumentAgreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, 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 Credit Agreement or any other Credit Facility DocumentLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lender.
Appears in 2 contracts
Samples: Credit Agreement (Surgery Partners, Inc.), Credit Agreement (Surgery Partners, Inc.)
Assignee. The 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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies meets all the requirementsrequirements to be an assignee under Section 9.04(b)(ii) of the Credit Agreement (subject to such consents, if any, specified in as may be required under Section 9.04(b)(ii) of the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of 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 Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement Agreement, and has received or any other Credit Facility Document, together with has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.9 5.01 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which Interest, (vi) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent or any other LenderLender and based on such documents and information as it has deemed appropriate, made its own credit analysis and (v) if it is a Lender not formed under the laws of the United States of America or any state thereof, attached decision to the enter into this Assignment and Assumption and to purchase the Assigned Interest, (vii) attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentAgreement, duly completed and executed by the Assignee and (viii) it is an Eligible Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, 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 Credit Agreement or any other Credit Facility DocumentLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lender.
Appears in 2 contracts
Samples: 364 Day Bridge Credit Agreement (Sherwin Williams Co), Term Loan Credit Agreement (Sherwin Williams Co)
Assignee. The 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 Assumption Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies meets all the requirementsrequirements to be an Assignee under Section 10.6(b) of the Credit Agreement (subject to such consents, if any, specified in as may be required under Section 10.6(b)(ii) of the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement), (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of 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 Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement Agreement, and has received or any other Credit Facility Document, together with has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.9 6.1 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Agreement and to purchase the Assigned Interest on the basis of which Interest, (vi) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent or any other LenderLender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and to purchase the Assigned Interest, and (vvii) if it is a Lender not formed under the laws of the United States of America or any state thereofNon-U.S. Lender, attached to the Assignment and Assumption Agreement is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentAgreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on any of the Administrative Agent, 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 Credit Agreement or any other Credit Facility Document, Loan Documents and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lender.
Appears in 2 contracts
Samples: Credit Agreement (Global Telecom & Technology, Inc.), Credit Agreement (Demand Media Inc.)
Assignee. The Assignee Assignee: (a) represents and warrants that that: (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility Document, Agreement; (ii) it satisfies the requirements, if any, specified in meets all requirements of an Eligible Assignee under the Credit Agreement or any other (subject to receipt of such consents as may be required under the Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, Agreement); (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, ; (iv) it has received a copy of the Credit Agreement or any other Credit Facility DocumentAgreement, together with copies of the most recent financial statements referred to in Section 8.07 thereof or delivered pursuant to Section 5.9 9.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent Agent, the Assignor or any other Lender, and ; (v) if it is a Lender not formed under the laws of the United States of America or any state thereof, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentAgreement, duly completed and executed by the Assignee; and (vi) it is not prohibited from becoming a Lender pursuant to the terms of Section 13.11(b)(v) of the Credit Agreement; and (b) agrees that that: (i) it will, independently and without reliance on the Administrative Agent, 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 Credit Agreement or any other Credit Facility Document, Loan Documents; and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lender.
Appears in 2 contracts
Samples: Credit Agreement (AGTB Private BDC), Revolving Credit Agreement (Carlyle Secured Lending III)
Assignee. The 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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies meets the requirementsrequirements to be an assignee under Section 10.06(b)(v) of the Credit Agreement (subject to such consents, if any, specified in as may be required under Section 10.06(b)(iii) of the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of 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 Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement Agreement, and has received or any other Credit Facility Document, together with has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.9 6.01 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which Interest, (vi) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent or any other LenderLender 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 Assumption and to purchase the Assigned Interest, and (vvii) if it is a Lender not formed under the laws of the United States of America or any state thereofForeign Lender, attached to the Assignment and Assumption hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentAgreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, 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 Credit Agreement or any other Credit Facility DocumentLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lender.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Plum Creek Timber Co Inc), Credit Agreement (Plum Creek Timber Co Inc)
Assignee. The 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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentLoan Agreement, (ii) it satisfies the requirements, if any, requirements specified in the Credit Loan Agreement or any other Credit Facility Document (including the requirements of an Eligible Assignee under the Loan Agreement) that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Loan Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement or any other Credit Facility DocumentLoan Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.9 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest 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 (v) if it has, independently and without reliance upon 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 Assumption and to purchase the Assigned Interest, (vi) it is a Lender not formed under the laws sophisticated with respect to decisions to acquire assets of the United States type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of America or any state thereofsuch type, (vii) attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentLoan Agreement, duly completed and executed by the AssigneeAssignee and (viii) it is not a Defaulting Lender or a Competitor; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, 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 Credit Agreement or any other Credit Facility DocumentAgreement, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document are required to be performed by it as a Lender.
Appears in 2 contracts
Samples: Amendment and Restatement Agreement (Cooper Companies Inc), Amendment and Restatement Agreement (Cooper Companies Inc)
Assignee. The 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 Assumption Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies meets the requirementsrequirements to be an assignee under Section 11.4(b)(ii) and (iv) of the Credit Agreement (subject to such consents, if any, specified in as may be required under Section 11.4(b)(ii) of the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of 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 Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement Agreement, and has received or any other Credit Facility Document, together with has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.9 6.1 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Acceptance and to purchase the Assigned Interest on the basis of which Interest, (vi) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent or any other LenderLender 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 Assigned Interest, and (vvii) if it is a Lender not formed under the laws of the United States of America or any state thereofForeign Lender, attached to the Assignment and Assumption hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentAgreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, 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 Credit Agreement or any other Credit Facility DocumentLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lender.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Ruby Tuesday Inc), Revolving Credit Agreement (Ruby Tuesday Inc)
Assignee. The 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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies meets all requirements of an assignee under Section 11.07(b)(iii) and (v) of the requirementsCredit Agreement (subject to such consents, if any, specified in as may be required under Section 11.07(b)(iii) of the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of 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 Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, and has received a copy of or has been accorded the Credit Agreement or any other Credit Facility Document, together with opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.9 7.01 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which Interest, (vi) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent or any other LenderLender 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 Assumption and to purchase the Assigned Interest, and (vvii) if it is a Lender not formed under the laws of the United States of America or any state thereofForeign Lender, attached to the Assignment and Assumption hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentAgreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on upon the Administrative Agent, 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 Credit Agreement or any other Credit Facility DocumentLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lender.
Appears in 2 contracts
Samples: Credit Agreement (Albemarle Corp), Credit Agreement (Albemarle Corp)
Assignee. The 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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentLoan Agreement, (ii) it satisfies the requirements, if any, requirements specified in the Credit Loan Agreement or any other Credit Facility Document (including the requirements of an Eligible Assignee under the Loan Agreement) that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Loan Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement or any other Credit Facility DocumentLoan Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.9 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest 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 (v) if it has, independently and without reliance upon 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 Assumption and to purchase the Assigned Interest, (vi) it is a Lender not formed under the laws sophisticated with respect to decisions to acquire assets of the United States type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of America or any state thereofsuch type, (vii) attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentLoan Agreement, duly completed and executed by the AssigneeAssignee and (viii) it is not a Defaulting Lender or a Competitor; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, 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 Credit Agreement or any other Credit Facility DocumentLoan Agreement, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Loan Agreement or any other Credit Facility Document are required to be performed by it as a Lender.
Appears in 2 contracts
Samples: Assignment and Assumption (Cooper Companies, Inc.), Loan Agreement (Cooper Companies, Inc.)
Assignee. The 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 Assumption Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentLoan Agreement, (ii) it satisfies meets all requirements of an Eligible Assignee under the requirements, if any, specified in Loan Agreement (subject to receipt of such consents as may be required under the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderLoan Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Loan Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, from and after the Effective Date, (iv) it is sophisticated regarding decisions to purchase assets such as those represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to purchase the Assigned Interest, is experienced in acquiring assets of such type, and (v) it has received a copy of the Credit Loan Agreement or any and the other Credit Facility DocumentLoan Documents, together with (or been given the opportunity to receive) copies of the most recent financial statements delivered pursuant to Section 5.9 10.2 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Agreement and to purchase the Assigned Interest and, on the basis of which such documents and information, it has made such analysis and decision independently and without reliance on Administrative Agent or any other Lender, and (v) if it is a Lender not formed under the laws of the United States of America or any state thereof, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility Document, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on Administrative Agent, 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 refraining from taking action under the Credit Agreement Loan Documents, independently and without reliance on the Assignor or any other Credit Facility Document, Lender and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document that are required to be performed by it as a LenderLender under the Loan Agreement and the other Loan Documents.
Appears in 2 contracts
Samples: Assignment Agreement (Telesat Corp), Assignment Agreement (Telesat Corp)
Assignee. The 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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies the requirements, if any, specified in meets all requirements of an eligible assignee under the Credit Agreement or any other (subject to receipt of such consents as may be required under the Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement or any and the other Credit Facility Document Loan Documents as a Lender thereunder and, to the extent of 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 Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement or any other Credit Facility DocumentAgreement, together with copies of the most recent financial statements delivered pursuant to Section 5.9 Sections 8.3.1 [Quarterly Financial Statements] and 8.3.2 [Annual Financial Statements] thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest 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 (vvi) if it is a Lender not formed under the laws of the United States of America or any state thereofForeign Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentAgreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, 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 Credit Agreement or any other Credit Facility Loan Document, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Loan Document are required to be performed by it as a Lender.
Appears in 1 contract
Samples: Credit Agreement (Stoneridge Inc)
Assignee. The Assignee Each Assignee, severally, and not jointly, acting for itself, (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Global Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies the requirements, if any, specified in meets all requirements of an Eligible Assignee under the Credit Agreement or any other (subject to receipt of such consents as may be required under the Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement), (iii) from and after the Effective Assignment Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of the relevant Assigned InterestInterests assumed by it, 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 Interests and either it, or the Person exercising discretion in making its decision to acquire the relevant Assigned Interest, is experienced in acquiring assets of such type and (v) it has received a copy of the Credit Agreement or any other Credit Facility DocumentAgreement, together with copies of the most recent financial statements referred to in Section 3.04(a) of the Credit Agreement or delivered pursuant to Section 5.9 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Global Assignment and Assumption and to purchase the relevant Assigned Interest 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 (v) if it is a Lender not formed under the laws of the United States of America or any state thereof, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility Document, duly completed and executed by the 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 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 Credit Facility DocumentLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which that by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lender.
Appears in 1 contract
Samples: Global Assignment and Assumption (Teva Pharmaceutical Industries LTD)
Assignee. The Assignee (a) represents and warrants that (i) it is a Swiss [Non-] Qualifying Bank, (ii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (iiiii) it satisfies the requirements, if any, specified in the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iiiiv) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (ivv) it has received a copy of the Credit Agreement or any other Credit Facility DocumentAgreement, together with copies of the most recent financial statements delivered pursuant to Section 5.9 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest 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 (vvi) if it is a Lender not formed organized under the laws of the United States of America or any a state thereof, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentAgreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, 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 Credit Agreement or any other Credit Facility DocumentFinancing Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Financing Documents are required to be performed by it as a Lender.
Appears in 1 contract
Samples: Pledge and Security Agreement (Michael Kors Holdings LTD)
Assignee. The 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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies the requirements, if any, specified in meets all requirements of an assignee under the Credit Agreement or any other (subject to receipt of such consents as may be required under the Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement or any other Credit Facility DocumentAgreement, together with copies of the most recent financial statements delivered pursuant to Section 5.9 6.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Lead Arranger, Administrative Agent (and any sub-agent thereof) or any other Lender, and (v) if it is a Lender not formed incorporated under the laws of the United States of America or any state a State thereof, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentAgreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Lead Arranger, Administrative AgentAgent (and any sub-agent thereof), 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 Credit Agreement or any other Credit Facility DocumentLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lender.
Appears in 1 contract
Assignee. The 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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender and it is not a Disqualified Institution or an Affiliated Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement or any other Credit Facility DocumentAgreement, together with copies of the most recent financial statements delivered pursuant to Section 5.9 6.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent Agent, the Lead Arranger or any other Lender, and Lender ,(v) if it is a Lender not formed under the laws of the United States of America or any state thereofForeign Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentAgreement, duly completed and executed by the Assignee; , (vi) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire in the form provided by the Administrative Agent, and (vii) attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the Section 2.15 of the Credit Agreement, duly completed and executed by the Assignee and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, 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 Credit Agreement or any other Credit Facility Document, Loan Documents and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lender.
Appears in 1 contract
Assignee. The 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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies meets all the requirementsrequirements to be an assignee under Section 12.05(b)(iii) of the Credit Agreement (subject to such consents, if any, specified in as may be required under Section 12.05(b)(iii) of the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of 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 Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement Agreement, and has received or any other Credit Facility Document, together with has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.9 6.01(a)(i) or (ii) thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which Interest, (vi) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent or any other LenderLender 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 Assumption and to purchase the Assigned Interest, and (vvii) if it is a Lender not formed under the laws of the United States of America or any state thereofForeign Lender, attached to the Assignment and Assumption hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentAgreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on upon the Administrative Agent, 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 Credit Agreement or any other Credit Facility DocumentLoan Documents, and (ii) it Exhibit B – 6 [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lender.
Appears in 1 contract
Samples: Credit Agreement (Sunrun Inc.)
Assignee. The 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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies meets all requirements of an assignee under Section 11.06(b)(iii), (v) and (vi) of the requirementsCredit Agreement (subject to such consents, if any, specified in as may be required under Section 11.06(b)(iii) of the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of 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 Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, and has received a copy of or has been accorded the Credit Agreement or any other Credit Facility Document, together with opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.9 7.01 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which Interest, (vi) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent or any other LenderLender 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 Assumption and to purchase the Assigned Interest, and (vvii) if it is a Lender not formed under the laws of the United States of America or any state thereofForeign Lender, attached to the Assignment and Assumption hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentAgreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on upon the Administrative Agent, 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 Credit Agreement or any other Credit Facility DocumentLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lender.
Appears in 1 contract
Assignee. The 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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies the requirements, if any, requirements specified in the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderLender (subject to such consents, if any, as may be required thereunder), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of 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 Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement Agreement, and has received or any other Credit Facility Documenthas been afforded the opportunity to receive, together with copies of the most recent financial statements delivered pursuant to Section 5.9 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which Interest, (vi) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent or any other LenderLender 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 Assumption and to purchase the Assigned Interest, (vvii) if it is a Lender not formed under U.S. Person, attached hereto is an executed copy of IRS Form W-9 certifying that it is exempt from U.S. Federal backup withholding tax, duly completed and executed by the laws of the United States of America or any state thereofAssignee and (viii) if it 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 Credit Agreement or any other Credit Facility DocumentAgreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Assignor, the Administrative Agent, the Assignor Arrangers 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 ___________________________________ 4 This form as currently drafted contemplates an assignment from a single Assignor to a single Assignee. Revise language as necessary to accommodate an assignment from multiple Assignors and/or an assignment to multiple Assignees. not taking action under the Credit Agreement or any and the other Credit Facility DocumentLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Loan Document are required to be performed by it as a Lender.
Appears in 1 contract
Assignee. The 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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies meets all the requirementsrequirements to be an assignee under Section 10.4(b) of the Credit Agreement (subject to receipt of such consents, if any, specified in as may be required under Section 10.4(b)(iii) of the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of 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 Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement Agreement, and has received or any other Credit Facility Document, together with has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.9 5.1 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest Interest, 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 (vvi) if it is a Lender not formed under the laws of the United States of America or any state thereof, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentAgreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, 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 Credit Agreement or any other Credit Facility DocumentLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lender.. Annex 1 to Assignment and Assumption Exhibit A-6
Appears in 1 contract
Samples: Credit Agreement (Wayne Farms, Inc.)
Assignee. The 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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies meets all the requirementsrequirements to be an assignee under Section 12.10(b) of the Credit Agreement (subject to such consents, if any, specified in as may be required under Section 12.10(b)(ii) of the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of 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 Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement Agreement, and has received or any other Credit Facility Document, together with has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to [Section 5.9 4.1] [Section 6.1]6 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which Interest, and (vi) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent Agent, or any other LenderLender and based on such documents and information as it has deemed appropriate, made its own credit analysis and (v) if it is a Lender not formed under the laws of the United States of America or any state thereof, attached decision to the enter into this Assignment and Assumption is any documentation required and to be delivered by it pursuant to purchase the terms of the Credit Agreement or any other Credit Facility Document, duly completed and executed by the AssigneeAssigned Interest; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, 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 Credit Agreement or any other Credit Facility DocumentLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lender.
Appears in 1 contract
Assignee. The 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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies meets all the requirementsrequirements of an Assignee under Section 12.5(d) of the Credit Agreement (subject to such consents, if any, specified in as may be required under Section 12.5(d) of the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of 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 Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement Agreement, and has received or any other Credit Facility Document, together with has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.9 Sections 8.1 and 8.2 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which Interest, (vi) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent or any other LenderLender 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 Assumption and to purchase the Assigned Interest, and (vvii) if it is a Lender not formed under the laws of the United States of America or any state thereof, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentAgreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, 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 Credit Agreement or any other Credit Facility DocumentLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lender.
Appears in 1 contract
Samples: Credit Agreement (Wells Core Office Income Reit Inc)
Assignee. The 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 Assumption Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentTerm Loan Agreement, (ii) it satisfies meets all the requirementsrequirements to be an assignee under Section 10.07 of the Term Loan Agreement (subject to such consents, if any, specified in the Credit Agreement or any other Credit Facility Document that are as may be required to be satisfied by it in order to acquire the Assigned Interest thereunder) and become is not a LenderDisqualified Institution, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Term Loan Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of 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 Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement Term Loan Agreement, and has received or any other Credit Facility Document, together with has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.9 6.01 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Acceptance and to purchase the Assigned Interest on the basis of which Interest, (vi) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent or any other LenderLender 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 Assigned Interest, and (vvii) if it is a Lender not formed under the laws of the United States of America or any state thereof, Foreign Person attached to the Assignment and Assumption Acceptance is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentTerm Loan Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, 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 Credit Agreement or any other Credit Facility DocumentLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lender.
Appears in 1 contract
Assignee. The 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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a is not an Affiliate Lender, (iii) it meets all requirements of an Eligible Assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement), (iv) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (ivv) it has received a copy of the Credit Agreement or any other Credit Facility DocumentAgreement, together with copies of the most recent financial statements delivered pursuant to Section 5.9 6.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, (vi) it has delivered a true and (v) if it is a Lender not formed under complete Administrative Questionnaire substantially in the laws form of the United States of America or any state thereof, attached Exhibit E-3 to the Assignment and Assumption Credit Agreement, (vii) attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentAgreement, duly completed and executed by the Assignee, and (viii) it is not a “Defaulting Lender”, as such term is defined in the Credit Agreement; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, 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 Credit Agreement Loan Documents or any other Credit Facility Documentinstrument or document furnished pursuant hereto or thereto, and (ii) it will be bound by the provisions of the Loan Documents, and it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lender.
Appears in 1 contract
Assignee. The 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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentLoan Agreement, (ii) it satisfies meets all requirements of an eligible assignee under Section 10.04(b) of the requirements, if any, specified in Loan Agreement (subject to receipt of such consents as may be required under the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderLoan Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Loan Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of 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 Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Loan Agreement or any other Credit Facility Document, together with copies of the most recent financial statements delivered pursuant to Section 5.9 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest 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 (vvi) if it is a Lender not formed under the laws of the United States of America or any state thereofForeign Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms Section 2.15 of the Credit Agreement or any other Credit Facility DocumentLoan Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, 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 Credit Agreement or any other Credit Facility DocumentLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which that by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lender.
Appears in 1 contract
Assignee. The 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 Assumption Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies meets all the requirementsrequirements to be an Assignee under Section 10.6(b) of the Credit Agreement (subject to such consents, if any, specified in as may be required under Section 10.6(b)(iii) of the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement), (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of 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 Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement Agreement, and has received or any other Credit Facility Document, together with has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.9 6.1 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Agreement and to purchase the Assigned Interest on the basis of which Interest, (vi) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent or any other LenderLender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and to purchase the Assigned Interest, (vii) it is not a Disqualified Institution or an Affiliate of a Disqualified Institution readily identifiable by name and (vviii) if it is a Lender not formed under the laws of the United States of America or any state thereofForeign Lender, attached to the Assignment and Assumption Agreement is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentAgreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on any of the Administrative Agent, 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 Credit Agreement or any other Credit Facility Document, Loan Documents and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lender.
Appears in 1 contract
Assignee. The 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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies the requirements, if any, specified in meets all requirements of an Eligible Assignee under the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement and such other documents and has received or any other Credit Facility Document, together with has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.9 5.01 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision; (vi) it has independently and without reliance upon 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 Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on Administrative Agent or any other LenderInterest, and (vvii) if it is a Lender not formed under the laws of the United States of America or any state thereofForeign Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentAgreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance up on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the that time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any other Credit Facility DocumentLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lender.
Appears in 1 contract
Samples: Pledge and Security Agreement (Tumi Holdings, Inc.)
Assignee. The 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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of 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 Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement Agreement, and has received or any other Credit Facility Document, together with has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.9 Sections 3.01(h), 5.01(a) and 5.01(b) thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which Interest, (vi) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent or any other LenderLender 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 Assumption and to purchase the Assigned Interest and (vvi) if it is a Lender not formed under the laws of the United States of America or any state thereofForeign Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentAgreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, 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 Credit Agreement or any other Credit Facility DocumentDocuments, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Documents are required to be performed by it as a Lender.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (American Reprographics CO)
Assignee. The 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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies the requirements, if any, requirements specified in the Credit Agreement or any other (including the requirements of an Eligible Assignee under the Credit Facility Document Agreement) that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement or any other Credit Facility DocumentAgreement, together with copies of the most recent financial statements delivered pursuant to Section 5.9 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest 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 (v) if it has, independently and without reliance upon 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 Assumption and to purchase the Assigned Interest, (vi) it is a Lender not formed under the laws sophisticated with respect to decisions to acquire assets of the United States type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of America or any state thereofsuch type, (vii) attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentAgreement, duly completed and executed by the AssigneeAssignee and (viii) it is not a Defaulting Lender or a Competitor; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, 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 Credit Agreement or any other Credit Facility DocumentAgreement, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document are required to be performed by it as a Lender.. Table of Contents
Appears in 1 contract
Assignee. The 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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies the requirementsis an Eligible Assignee, if any, specified (iii) it has experience and expertise in the Credit Agreement making of or any other Credit Facility Document that are required to be satisfied by investing in commitments or loans such as the Assigned Interest, (iv) it in order to will acquire the Assigned Interest for its own account in the ordinary course and become without a Lenderview to distribution of the Assigned Interest within the meaning of the Securities Act or the Exchange Act or other United States federal securities laws (it being understood that, subject to the provisions of Section 10.6 of the Credit Agreement, the disposition of the Assigned Interest or any interests therein shall at all times remain within its exclusive control), (iiiv) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Agreement (including as to any Junior Lien Intercreditor Agreement or any other Credit Facility Document Pari Passu Intercreditor Agreement then in effect) as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (ivvi) it has received a copy of the Credit Agreement or any other Credit Facility DocumentAgreement, together with copies of the most recent financial statements delivered pursuant to Section 5.9 5.1 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on Administrative Agent the Agents or any other Lender, Lender and (vvii) if it is a Lender not formed under the laws of the United States of America or any state thereof, attached to the this Assignment and Assumption is any tax documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentAgreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on Administrative any Agent, any Issuing Bank, any Arranger, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the that time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any other Credit Facility Document, Documents and (ii) it will perform in accordance with their terms all of the obligations which that by the terms of the Credit Agreement or any other Credit Facility Document Documents are required to be performed by it as a Lender.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Tivity Health, Inc.)
Assignee. The 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 Assumption Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies meets all the requirementsrequirements to be an Assignee under Section 10.6(b) of the Credit Agreement (subject to such consents, if any, specified in as may be required under Section 10.6(b) of the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement), (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of 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 Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement Agreement, and has received or any other Credit Facility Document, together with has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.9 6.1 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Agreement and to purchase the Assigned Interest on the basis of which Interest, (vi) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent or any other LenderLender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and to purchase the Assigned Interest, and (vvii) if it is a Lender not formed under the laws of the United States of America or any state thereof, attached to the Assignment and Assumption Agreement is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentAgreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on any of the Administrative Agent, 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 Credit Agreement or any other Credit Facility Document, Loan Documents and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lender.
Appears in 1 contract
Samples: Credit Agreement (Xcerra Corp)
Assignee. The [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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) confirms that it satisfies the requirements, if any, specified in the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become is (A) a Lender, (B) a parent company and/or an affiliate of [the] [an] Assignor which is at least 50% owned by [the] [an] Assignor or its parent company, (C) a fund that invests in bank loans and is managed by the same investment advisor as a Lender or by an affiliate of such investment advisor or (D) an Eligible Transferee under Section 13.04(b) of the Credit Agreement; (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement or any other Credit Facility DocumentAgreement, together with copies of the most recent financial statements delivered pursuant to Section 5.9 8.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on Administrative Agent or any other Lender, and (v) if it is a Lender not formed organized under the laws of a jurisdiction outside the United States of America or any state thereofStates, attached to the this Assignment and Assumption is any tax documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentAgreement, duly completed and executed by the [the] [each such] Assignee; and (b) agrees that (i) it will, independently and without reliance on upon the Administrative Agent, the Assignor [the][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; (c) appoints and authorizes each of the Administrative Agent, the Co-Syndication Agents, the Co-Documentation Agents and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement or any and the other Credit Facility DocumentDocuments as are delegated to or otherwise conferred upon the Administrative Agent, the Co-Syndication Agents, the Co-Documentation Agents or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iid) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Documents are required to be performed by it as a Lender.
Appears in 1 contract
Assignee. The 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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentLoan Agreement, (ii) it satisfies meets all the requirementsrequirements to be an assignee under Section 12.1 and the definition of “Required Lender” under the Loan Agreement (subject to such consents, if any, specified in as may be required under Section 12.1 of the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderLoan Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Loan Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of 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 Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement Loan Agreement, and has received or any other Credit Facility Document, together with has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.9 6.1 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which Interest, (vi) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent or any other LenderLender 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 Assumption and to purchase the Assigned Interest, and (vvii) if it is not a Lender not formed under the laws United States person (as such term is defined in Section 7701(a)(30) of the United States of America or any state thereof, Internal Revenue Code) attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentLoan Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, 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 Credit Agreement or any other Credit Facility DocumentLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lender.
Appears in 1 contract
Samples: Senior Secured Loan and Security Agreement (Reed's, Inc.)
Assignee. The Assignee (a) represents and warrants that (i) it is an Eligible Assignee, (ii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (iiiii) it satisfies the requirements, if any, specified in the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iiiiv) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (ivv) it has received and/or has had the opportunity to review a copy of the Credit Agreement or any other Credit Facility Documentto the extent it has in its sole discretion deemed necessary, together with copies of the most recent financial statements delivered pursuant to Section 5.9 5.01 thereof (or, prior to the delivery of any such financial statements, the financial statements referred to in Section 4.04(a) thereof, as applicable, ) and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision Interest, independently and without reliance on the Assignor, the Administrative Agent or any other Lender, and (vvi) if it is a Lender not formed under the laws of the United States of America or any state thereofNon-U.S. Lender, attached to the this Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms Section 8.05 of the Credit Agreement or any other Credit Facility DocumentAgreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on Administrative Agentthe Assignor, the Assignor Administrative Agent 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 Credit Agreement, (ii) it hereby appoints and authorizes the Administrative Agent to take such action and to exercise such powers under the Credit Agreement or any other Credit Facility Documentas are delegated to the Administrative Agent, respectively, by the terms thereof, together with such powers as are reasonably incidental thereto, and (iiiii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document are required to be performed by it as a Lender.
Appears in 1 contract
Assignee. The 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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderLender thereunder, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of 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 Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, has experience and expertise in the making of or investing in commitments, loans or investments such as the Commitments and Loans, (v) it has received a copy of the Credit Agreement or any other Credit Facility DocumentAgreement, together with copies of the most recent financial statements delivered pursuant to Section 5.9 Sections 4.01(h) or 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which Interest, (vi) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent or any other LenderLender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and to purchase the Assigned Interest, (vii) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption is an Administrative Questionnaire, (viii) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date to the extent required by the Credit Agreement, and (vix) if it is a Non-U.S. Lender or a Domestic Person that is not formed under the laws of the United States of America or any state thereofan “exempt recipient” (as defined in Treasury Regulations Section 1.6049-4(c)), attached to the this Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms Section 2.15 of the Credit Agreement or any other Credit Facility DocumentAgreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, 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 Credit Agreement or any other Credit Facility DocumentLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which that by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lender, and (iii) it will make or invest in its Commitments and Loans for its own account in the ordinary course and without a view to distribution of such Commitments and Loans within the meaning of the Securities Act of 1933, as amended, or the Exchange Act, or other federal securities laws (it being understood that, subject to the provisions of Sections 2.19, 9.04 and 9.08(e) of the Credit Agreement, the disposition of such Commitments and Loans or any interests therein shall at all times remain within its exclusive control).
Appears in 1 contract
Samples: Credit Agreement (Solutia Inc)
Assignee. The 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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies meets all the requirementsrequirements to be an assignee under Section 12.05(b)(iii) of the Credit Agreement (subject to such consents, if any, specified in as may be required under Section 12.05(b)(iii) of the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of 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 Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement Agreement, and has received or any other Credit Facility Document, together with has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.9 6.01(a)(i) or (ii) thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which Interest, (vi) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent or any other LenderLender 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 Assumption and to purchase the Assigned Interest, and (vvii) if it is a Lender not formed under the laws of the United States of America or any state thereofForeign Lender, attached to the Assignment and Assumption hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentAgreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on upon the Administrative Agent, 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 Credit Agreement or any other Credit Facility DocumentLoan Documents, and (ii) it will [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lender.
Appears in 1 contract
Assignee. The 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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement Agreement, including the delivery of such forms, certificates or any other evidence, if any, with respect to United States federal income tax withholding matters pursuant to Section 2.15(c) of the Credit Facility DocumentAgreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become is not a LenderNatural Person, (iii) from and after the Effective Ef fective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of 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 Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement Agreement, and has received or any other Credit Facility Document, together with has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.9 thereofSchedule A (Financial and Other Information) thereof , as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption to purchase the Assigned Interest, (vi) it has, independently and without reliance upon 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 to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on Administrative Agent or any other LenderInterest, and (vvii) if it is a Lender not formed under the laws of the United States of America or any state thereofForeign Lender, attached to the this Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentAgreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on Administrative Agent, 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 Credit Agreement or any other Credit Facility DocumentDocuments, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Documents are required to be performed by it as a Lender. 2.
Appears in 1 contract
Samples: Credit Agreement (New Mountain Guardian III BDC, L.L.C.)
Assignee. The 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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies meets all the requirements, if any, specified in requirements to be an “Eligible Assignee” under the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of 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 Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement Agreement, and has received or any other Credit Facility Document, together with has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.9 5.03 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which Interest, and (vi) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent or any other LenderLender and based on such documents and information as it has deemed appropriate, made its own credit analysis and (v) if it is a Lender not formed under the laws of the United States of America or any state thereof, attached decision to the enter into this Assignment and Assumption is any documentation required and to be delivered by it pursuant to purchase the terms of the Credit Agreement or any other Credit Facility Document, duly completed and executed by the AssigneeAssigned Interest; and (b) agrees that (i) it will, independently and without reliance on upon the Administrative Agent, 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 Credit Agreement or any other Credit Facility DocumentLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lender.
Appears in 1 contract
Samples: Intellectual Property Security Agreement (TLC Vision Corp)
Assignee. The 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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentLoan Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement or any other Credit Facility Document that are required is an Eligible Assignee and meets all requirements to be satisfied by it in order an assignee under the terms of the Loan Agreement (subject to acquire any consents required under the Assigned Interest and become a LenderLoan Agreement), (iii) from and after the Effective Date, it Assignee shall be bound by the provisions of the Credit Loan Agreement or any and other Credit Facility Document Loan Documents as a Lender thereunder and, to the extent of 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 Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Loan Agreement and of such Loan Documents as it has deemed appropriate, and has received or any other Credit Facility Document, together with been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.9 thereof, as applicablethe terms of the Loan Agreement, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption to purchase the Assigned Interest, (vi) it has, independently and without reliance upon Agent, 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 to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on Administrative Agent or any other LenderInterest, and (vvii) if it is a Lender not formed under the laws of the United States of America or any state thereof, attached to the Assignment and Assumption hereto is any documentation required to be delivered by it in connection with this Assignment pursuant to the terms of the Credit Loan Agreement or any other Credit Facility Documentotherwise reasonably requested by Agent, duly dxxx completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on Administrative upon Agent, the Assignor or any other Lender, and based on such documents and information as it Assignee 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 Credit Facility DocumentLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it Assignee as a Lender.. Assignee represents and warrants, as of the Effective Date, to and covenants from the Effective Date to the date such Person ceases being a Lender under the Loan Agreement, for the benefit of Assignor, Agent, Arranger(s) and their respective Affiliates, and not (for the avoidance of doubt) to or for the benefit DM3\8972795.2
Appears in 1 contract
Assignee. The 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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become is not a LenderNatural Person, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of 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 Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement Agreement, and has received or any other Credit Facility Document, together with has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.9 Schedule A thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption to purchase the Assigned Interest, (vi) it has, independently and without reliance upon 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 to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on Administrative Agent or any other LenderInterest, and (vvii) if it is a Lender not formed under the laws of the United States of America or any state thereofNon-US Lender, attached to the this Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentAgreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on Administrative Agent, 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 Credit Agreement or any other Credit Facility DocumentDocuments, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Documents are required to be performed by it as a Lender.
Appears in 1 contract
Assignee. The 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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies the requirements, if any, specified in meets all requirements of an eligible assignee under the Credit Agreement or any other (subject to receipt of such consents as may be required under the Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement or any other Credit Facility DocumentAgreement, together with copies of the most recent financial statements delivered pursuant to Section 5.9 8.3(a) and (b) [Reporting Requirements] thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest 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 (v) if it Assignee is a Lender not formed incorporated or organized under the laws Laws of the United States of America or any a state thereof, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentAgreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, 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 Credit Agreement or any other Credit Facility DocumentLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lender.
Appears in 1 contract
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action addition necessary, to execute and deliver this Exit Fee Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender an Applicable Holder under the Credit Agreement or any other Credit Facility DocumentDIP Term Loan Agreement, (ii) it satisfies meets all requirements of an Eligible Exit Fee Assignee under the requirements, if any, specified in DIP Term Loan Agreement (subject to receipt of such consents as may be required under the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderDIP Term Loan Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit DIP Term Loan Agreement and the other Loan Documents and other instruments or any other Credit Facility Document documents furnished pursuant thereto as a Lender an Applicable Holder thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender an Applicable Holder thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement or any other Credit Facility DocumentDIP Term Loan Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.9 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Exit Fee Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other LenderApplicable Holder, and (vvi) if it is a Lender not formed already an Applicable Holder under the laws of the United States of America or any state thereofDIP Term Loan Agreement, attached to the Exit Fee Assignment is a completed administrative questionnaire, (vii) subject to Section 2.04(d)(iv) of the DIP Term Loan Agreement, the Administrative Agent has received a processing and Assumption 20 Describe DIP Term Loan Agreement at option of Administrative Agent. recordation fee of $3,500 as of the Effective Date, unless waived by the Administrative Agent in its sole discretion, and (viii) attached to the Exit Fee Assignment is any documentation required to be delivered by it pursuant to the terms Section 2.04(d) of the Credit Agreement or any other Credit Facility DocumentDIP Term Loan Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other LenderApplicable Holder, 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 Credit Facility DocumentLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which that by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lenderan Applicable Holder.
Appears in 1 contract
Samples: Possession Term Loan Agreement (EveryWare Global, Inc.)
Assignee. The 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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies the requirements, if any, requirements specified in the Credit Agreement or any other (including the requirements of an Eligible Assignee under the Credit Facility Document Agreement) that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement or any other Credit Facility DocumentAgreement, together with copies of the most recent financial statements delivered pursuant to Section 5.9 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest 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 (v) if it has, independently and without reliance upon 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 Assumption and to purchase the Assigned Interest, (vi) it is a Lender not formed under the laws sophisticated with respect to decisions to acquire assets of the United States type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of America or any state thereofsuch type, (vii) attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentAgreement, duly completed and executed by the AssigneeAssignee and (viii) it is not a Defaulting Lender or a Competitor; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, 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 Credit Agreement or any other Credit Facility DocumentAgreement, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document are required to be performed by it as a Lender.
Appears in 1 contract
Assignee. The 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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentLoan Agreement, (ii) it satisfies meets all the requirementsrequirements to be an assignee under *Section 11.3(b) of the Loan Agreement (subject to such consents, if any, specified in as may be required under *Section 11.3(b) of the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderLoan Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Loan Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of 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 Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement Loan Agreement, and has received or any other Credit Facility Document, together with has been accorded the opportunity to receive copies of the most recent financial statements referred to in *Section 5.3 thereof or delivered pursuant to *Section 5.9 6.1 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which Interest, (vi) it has made such analysis and decision has, independently and without reliance on upon Administrative Agent Agent, the Assignor or any other LenderLender 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 Assumption and to purchase the Assigned Interest, and (vvi) if it is a Non-U.S. Lender not formed under the laws of the United States of America or any state thereofParty, attached to the Assignment and Assumption hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentLoan Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on upon Administrative Agent, 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 Credit Agreement or any other Credit Facility DocumentLoan Documents and Environmental Indemnity Agreement, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Loan Documents and Environmental Indemnity Agreement or any other Credit Facility Document are required to be performed by it as a Lender.. LOAN AGREEMENT – Annex I to Exhibit C – Page 6 HTI MOB Portfolio
Appears in 1 contract
Assignee. The 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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies the meets all requirements, if any, specified in to be an Assignee eligible under the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become (subject to receipt of such consents as may be required under the Credit Agreement), (iii) it is not a Defaulting Lender, (iiiiv) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (ivv) it has received a copy of the Credit Agreement or any other Credit Facility DocumentAgreement, together with copies of the most recent financial statements of Sprint Communications, Inc. delivered pursuant to Section 5.9 thereof, as applicablethereunder, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest 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 (vvi) if it is a Lender not formed under the laws of the United States of America or any state thereofLender, attached to the Assignment and Assumption is any properly completed and executed documentation required prescribed by applicable law as will permit payments to be delivered by it pursuant to the terms of made under the Credit Agreement without withholding or any other Credit Facility Document, duly completed and executed by the Assigneeat a reduced rate; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, 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 Credit Agreement or any other Credit Facility DocumentLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lender.
Appears in 1 contract
Samples: Credit Agreement (SPRINT Corp)
Assignee. The 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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies meets all requirements of a Lender under the requirementsCredit Agreement, if any, specified (iii) the representations and warranties set forth in Section 13.20.5 of the Credit Agreement or any other Credit Facility Document that are required accurate in all material respects with respect to be satisfied by it in order to acquire the Assigned Interest and become a Lenderit, (iiiiv) from and after the Effective Date, it (x) shall be bound by the provisions of the Credit Agreement or any Agreement(14) and the other Credit Facility Document as a Lender thereunder andDocuments, in each case, to the extent of the Assigned Interest, and (y) 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 Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (vi) it has received a copy of the Credit Agreement Agreement, and has received or any other Credit Facility Document, together with has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.9 thereof, as applicable, the Credit Agreement and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which Interest, (vii) it has made such analysis and decision has, independently and without reliance on upon Administrative Agent or any other LenderLender 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 Assumption and to purchase the Assigned Interest, and (vviii) if it is a Lender not formed under the laws of the United States of America or any state thereofforeign Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentAgreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on Administrative Agent, 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 Credit Agreement or any other Credit Facility Document, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document are required to be performed by it as a Lender.,
Appears in 1 contract
Assignee. The Assignee (ai) represents and warrants that (iA) it has full power and authority, and has taken all action necessary, to execute and deliver this the Assignment and Assumption (and the Annex attached thereto) and to consummate the transactions contemplated hereby and to become a Lender holder of Remaining Notes under the Credit Agreement or any other Credit Facility DocumentLoan Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iiiB) from and after the Effective Date, it shall be bound by the provisions of the Credit Loan Agreement or any and the other Credit Facility Document Loan Documents as a Lender holder of Remaining Notes thereunder and, to the extent of the Remaining Assigned Interest, shall have the obligations of a Lender holder of Remaining Notes thereunder, (ivC) it is sophisticated with respect to decisions to acquire assets of the type represented by the Remaining Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Remaining Assigned Interest, is experienced in acquiring assets of such type, (D) it has received a copy of been accorded the Credit Agreement or any other Credit Facility Document, together with copies of the most recent financial statements delivered pursuant opportunity to Section 5.9 thereof, as applicable, and receive such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this the Assignment and Assumption and to purchase the Remaining Assigned Interest on the basis of which Interest, and (E) it has made such analysis and decision has, independently and without reliance upon PFG and based on Administrative Agent or any other Lendersuch documents and information as it has deemed appropriate, made its own credit analysis and (v) if it is a Lender not formed under the laws of the United States of America or any state thereof, attached decision to enter into the Assignment and Assumption is any documentation required and to be delivered by it pursuant to purchase the terms of the Credit Agreement or any other Credit Facility Document, duly completed and executed by the AssigneeRemaining Assigned Interest; and (bii) agrees that (iA) it will, independently and without reliance on Administrative Agent, the Assignor or any other LenderAssignor, 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 Credit Facility DocumentLoan Documents, and (iiB) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lenderholder of Remaining Notes.
Appears in 1 contract
Samples: Assignment and Assumption (Grace Bay Holdings II, LLC)
Assignee. The 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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies the requirementsrequirements of an Eligible Assignee under the Credit Agreement (subject to the receipt of such consents, if any, specified in as may be required under the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of 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 Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement Agreement, and has received or any other Credit Facility Document, together with has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.9 thereof, as applicable§6.4 and §7.4 of the Credit Agreement, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which Interest, (vi) it has made such analysis and decision has, independently and without reliance on Administrative upon the Agent or any other LenderLender 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 Assumption and to purchase the Assigned Interest, and (vvii) if it is a Lender not formed under the laws of the United States of America or any state thereofForeign Lender, attached to the Assignment and Assumption hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentAgreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on Administrative the Agent, 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 Credit Agreement or any other Credit Facility DocumentLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lender.
Appears in 1 contract
Samples: Credit Agreement (Liberty Property Limited Partnership)
Assignee. The 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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other (subject to the limitations set forth in Section 10.6(g) and Section 10.6(h) of the Credit Facility DocumentAgreement), (ii) it satisfies the requirements, if any, specified in the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received and/or had the opportunity to review a copy of the Credit Agreement or any other Credit Facility Documentto the extent it has in its sole discretion deemed necessary, together with copies of the most recent financial statements delivered pursuant to Section 5.9 6.1 thereof, as applicable, and such other documents and information as it has in its sole discretion deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest 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 (v) if it is a Lender not formed under the laws of the United States of America or any state thereof[Non-Debt Fund Affiliate][Purchasing Borrower Party]3, attached to the Assignment and Assumption as such term is any documentation required to be delivered by it pursuant to the terms of defined in the Credit Agreement or any other Credit Facility Document, duly completed and executed by the AssigneeAgreement; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, 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 3 Insert as applicable. own credit decisions in taking or not taking action under the Credit Agreement or any other Credit Facility DocumentLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lender.
Appears in 1 contract
Assignee. The 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 Assumption Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentTerm Loan Agreement, (ii) it is not an Ineligible Institution and otherwise satisfies the all other requirements, if any, specified in the Credit Term Loan Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Term Loan Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of 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 Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement or any other Credit Facility DocumentTerm Loan Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.9 6.02 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Acceptance and to purchase the Assigned Interest 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 (vvi) if it is a Lender not formed under the laws of the United States of America or any state thereof, attached to the Assignment and Assumption hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Term Loan Agreement or (including pursuant to Section 2.17(d) and (f)), duly completed and executed by the Assignee and (vii) if it is a Non-U.S. Lender, attached to this Assignment and Acceptance is any other Credit Facility Documentdocumentation required to be delivered by it pursuant to the terms of the Term Loan Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other LenderLender and, 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 Credit Facility Document, Loan Documents and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lender.
Appears in 1 contract
Assignee. The 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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentLoan Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement or any other Credit Facility Document that are required is an Eligible Assignee and meets all requirements to be satisfied by it in order an assignee under the terms of the Loan Agreement (subject to acquire any consents required under the Assigned Interest and become a LenderLoan Agreement), (iii) from and after the Effective Date, it Assignee shall be bound by the provisions of the Credit Loan Agreement or any and other Credit Facility Document Loan Documents as a Lender thereunder and, to the extent of 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 Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Loan Agreement and of such Loan Documents as it has deemed appropriate, and has received or any other Credit Facility Document, together with been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.9 thereof, as applicablethe terms of the Loan Agreement, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption to purchase the Assigned Interest, (vi) it has, independently and without reliance upon Agent, 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 to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on Administrative Agent or any other LenderInterest, and (vvii) if it is a Lender not formed under the laws of the United States of America or any state thereof, attached to the Assignment and Assumption hereto is any documentation required to be delivered by it in connection with this Assignment pursuant to the terms of the Credit Loan Agreement or any other Credit Facility Documentotherwise reasonably requested by Agent, duly xxxx completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on Administrative upon Agent, the Assignor or any other Lender, and based on such documents and information as it Assignee 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 Credit Facility DocumentLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it Assignee as a Lender.
Appears in 1 contract
Samples: Loan and Security Agreement (Chicago Atlantic Real Estate Finance, Inc.)
Assignee. The 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 Assumption Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies meets all the requirementsrequirements to be an Assignee under Section 10.6(b) of the Credit Agreement (subject to such consents, if any, specified in as may be required under Section 10.6(b)(iii) of the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement), (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Agreement or any and the other Credit Facility Document Loan Documents as a Lender thereunder and, to the extent of 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 Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement Agreement, and has received or any other Credit Facility Document, together with has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.9 thereof, as applicable, 6.1 thereof and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Agreement and to purchase the Assigned Interest on the basis of which Interest, (vi) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent or any other LenderLender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and to purchase the Assigned Interest, and (vvii) if it is a Lender not formed under the laws of the United States of America or any state thereof, attached to the Assignment and Assumption Agreement is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentAgreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on any of the Administrative Agent, 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 Credit Agreement or any other Credit Facility Document, Loan Documents and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lender; and (c) appoints and authorizes the Administrative 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 the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto.
Appears in 1 contract
Assignee. The 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 Assumption Agreement and to consummate the transactions contemplated hereby and to become a [Class A][Class B] Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies meets all the requirementsrequirements to be an assignee under Section 10.8 of the Credit Agreement (subject to such consents, if any, specified in as may be required under Section 10.8 of the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a [Class A][Class B] Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a [Class A][Class B] Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement Agreement, and has received or any other Credit Facility Document, together with has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.9 thereofthe Credit Agreement, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Agreement and to purchase the Assigned Interest on the basis of which Interest, (vi) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent or any other LenderLender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and to purchase the Assigned Interest, and (vvii) if it is a Lender not formed under the laws of the United States of America or any state thereof, attached to the Assignment and Assumption Agreement is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentAgreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. 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 Credit Facility DocumentTransaction Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Transaction Documents are required to be performed by it as a Lender.
Appears in 1 contract
Samples: Credit Agreement (Sunnova Energy International Inc.)
Assignee. The 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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies meets the requirementsrequirements to be an assignee under Section 10.06(b)(iv) of the Credit Agreement (subject to such consents, if any, specified in as may be required under Section 10.06(b)(ii) of the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of 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 Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement Agreement, and has received or any other Credit Facility Document, together with has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.9 6.04 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which Interest, (vi) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent or any other LenderLender 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 Assumption and to purchase the Assigned Interest, and (vvii) if it is a Lender not formed under the laws of the United States of America or any state thereofForeign Lender, attached to the Assignment and Assumption hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentAgreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, 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 Credit Agreement or any other Credit Facility DocumentLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lender.
Appears in 1 contract
Samples: Credit Agreement (Laboratory Corp of America Holdings)
Assignee. The 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 Assumption and to consummate the transactions contemplated hereby and to become a Lender Bank under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies meets the requirementsrequirements to be an assignee under Section 11.3(b)(iii) and (v) of the Credit Agreement (subject to such consents, if any, specified in as may be required under Section 11.3(b)(iii) of the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender Bank thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender Bank thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement Agreement, and has received or any other Credit Facility Document, together with has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.9 7.1 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which Interest, (vi) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent or any other LenderBank 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 Assumption and to purchase the Assigned Interest, (vvii) if it is a Lender not formed under the laws of the United States of America or any state thereofForeign Bank, attached to the Assignment and Assumption hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentAgreement, duly completed and executed by the AssigneeAssignee and (viii) it has reviewed the DQ List and it is not a Disqualified Institution; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other LenderBank, 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 Credit Facility DocumentDocuments, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Documents are required to be performed by it as a LenderBank. [The Assignee represents and warrants as of the Effective Date to the Administrative Agent, the Assignor and the respective Affiliates of each, and not, for the avoidance of doubt, for the benefit of the Borrowers or any other Credit Party, that the Assignee is not and will not be (1) an employee benefit plan subject to Title I of ERISA, (2) a plan or account subject to Section 4975 of the Internal Revenue Code; (3) an entity deemed to hold “plan assets” of any such plans or accounts for purposes of ERISA or the Internal Revenue Code; or (4) a “governmental plan” within the meaning of ERISA.]
Appears in 1 contract
Assignee. The [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 Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement or any other Credit Facility DocumentAgreement, (ii) it satisfies meets all the requirementsrequirements to be an assignee under the Credit Agreement (subject to such consents, if any, specified in as may be required under the Credit Agreement or any other Credit Facility Document that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement or any other Credit Facility Document as a Lender thereunder and, to the extent of 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 Agreement, and has received or any other Credit Facility Document, together with has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.9 6.07 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the [the][such] Assigned Interest on the basis of which Interest, (vi) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent or any other LenderLender 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 Assumption and to purchase [the][such] Assigned Interest, and (vvii) if it is a Lender not formed under the laws of the United States of America or any state thereof, attached to the Assignment and Assumption hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement or any other Credit Facility DocumentAgreement, duly completed and executed by [the][such] Assignee, and (vii) the AssigneeAdministrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, to the extent such fee has not been waived pursuant to the terms of the Credit Agreement; and (b) agrees that (i) it will, independently and without reliance on upon the Administrative Agent, the [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 Credit Agreement or any other Credit Facility DocumentLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Facility Document Loan Documents are required to be performed by it as a Lender.
Appears in 1 contract
