Common use of Assignee's Representations, Warranties and Agreements Clause in Contracts

Assignee's Representations, Warranties and Agreements. The Assignee: (a) Confirms that it has received a copy of the Loan Agreement (and any amendment thereto), the most recent financial statements then to have been delivered pursuant to the Loan Agreement, and such other documents and information as the Assignee has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance. (b) Confirms and represents that, independently and without reliance upon the Assignor, the Administrative Agent, or any other Revolving Credit Lender and based on such documents and information as the Assignee deems appropriate, has made such Person’s own credit decision to join in the credit facility contemplated by the Loan Documents and to become a “Revolving Credit Lender”. (c) Confirms and represents that the Assignee will continue to make such Person’s own credit decisions in taking or not taking action under the Loan Agreement and other Loan Documents independently and without reliance upon the Assignor, the Administrative Agent or any other Revolving Credit Lender and based on such documents and information as the Assignee shall deem appropriate at the time. (d) Appoints and authorizes the Agent to take such action on behalf of the Assignee and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto. (e) Agrees that the Assignee will perform, in accordance with their terms, all of the obligations which, by the terms of the Loan Agreement and all other Loan Documents are required to be performed by it as a “Revolving Credit Lender” as if the Assignee had been a signatory thereto and to any amendments thereof. (f) Represents and warrants that it is legally authorized to enter into this Assignment and Acceptance and to perform its obligations hereunder, under the Loan Agreement and under the Loan Documents.

Assignee's Representations, Warranties and Agreements. The Assignee: (a) Confirms that it has received a copy of the Loan Agreement (and any amendment thereto), the most recent financial statements then to have been delivered pursuant to the Loan Agreement, and such other documents and information as the Assignee has deemed appropriate to make its own credit analysis and decision to enter into this such Assignment and Acceptance. (b) Confirms and represents that, independently and without reliance upon the Assignor, the Administrative Agent, or any other [Revolving Credit Lender Lender/Last Out Revolving Lender] and based on such documents and information as the Assignee deems appropriate, has made such Person’s own credit decision to join in the credit facility contemplated by the Loan Documents and to become a [“Revolving Credit Lender”/“Last Out Revolving Lender”]. (c) Confirms and represents that the Assignee will continue to make such Person’s own credit decisions in taking or not taking action under the Loan Agreement and other Loan Documents independently and without reliance upon the Assignor, the Administrative Agent or any other [Revolving Credit Lender Lender/Last Out Revolving Lender] and based on such documents and information as the Assignee shall deem appropriate at the time. (d) Appoints and authorizes the Administrative Agent to take such action on behalf of the Assignee and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto. (e) Agrees that the Assignee will perform, in accordance with their terms, all of the obligations which, by the terms of the Loan Agreement and all other Loan Documents are required to be performed by it as a [“Revolving Credit Lender”/“Last Out Revolving Lender” ”] as if the Assignee had been a signatory thereto and to any amendments thereof. (f) Represents and warrants that it is legally authorized to enter into this Assignment and Acceptance and to perform its obligations hereunder, under the Loan Agreement and under the Loan Documents.

Assignee's Representations, Warranties and Agreements. The Assignee: (a) a. Confirms that it has received a copy of the Loan Agreement (and any amendment thereto), the most recent financial statements then to have been delivered pursuant to the Loan Agreement, and such other documents and information as the Assignee has deemed appropriate to make its own credit analysis and decision to enter into this such Assignment and Acceptance. (b) b. Confirms and represents that, independently and without reliance upon the Assignor, the Administrative Agent, or any other Revolving Credit Lender and based on such documents and information as the Assignee deems appropriate, has made such Person’s own credit decision to join in the credit facility contemplated by the Loan Documents and to become a “Revolving Credit Lender”. (c) c. Confirms and represents that the Assignee will continue to make such Person’s ’ s own credit decisions in taking or not taking action under the Loan Agreement and other Loan Documents independently and without reliance upon the Assignor, the Administrative Agent or any other Revolving Credit Lender and based on such documents and information as the Assignee shall deem appropriate at the time. (d) d. Appoints and authorizes the Agent to take such action on behalf of the Assignee and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto. (e) e. Agrees that the Assignee will perform, in accordance with their terms, all of the obligations which, by the terms of the Loan Agreement and all other Loan Documents are required to be performed by it as a “Revolving Credit Lender” as if the Assignee had been a signatory thereto and to any amendments thereof. (f) f. Represents and warrants that it is legally authorized to enter into this Assignment and Acceptance and to perform its obligations hereunder, under the Loan Agreement and under the Loan Documents.

Assignee's Representations, Warranties and Agreements. The Assignee: (a) a. Confirms that it has received a copy of the Loan Agreement (and any amendment thereto), the most recent financial statements then to have been delivered pursuant to the Loan Agreement, and such other documents and information as the Assignee has deemed appropriate to make its own credit analysis and decision to enter into this such Assignment and Acceptance. (b) b. Confirms and represents that, independently and without reliance upon the Assignor, the Administrative Agent, or any other Revolving Credit Lender and based on such documents and information as the Assignee deems appropriate, has made such Person’s own credit decision to join in the credit facility contemplated by the Loan Documents and to become a “Revolving Credit Lender”. (c) c. Confirms and represents that the Assignee will continue to make such Person’s own credit decisions in taking or not taking action under the Loan Agreement and other Loan Documents independently and without reliance upon the Assignor, the Administrative Agent or any other Revolving Credit Lender and based on such documents and information as the Assignee shall deem appropriate at the time. (d) d. Appoints and authorizes the Agent to take such action on behalf of the Assignee and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto. (e) e. Agrees that the Assignee will perform, in accordance with their terms, all of the obligations which, by the terms of the Loan Agreement and all other Loan Documents are required to be performed by it as a “Revolving Credit Lender” as if the Assignee had been a signatory thereto and to any amendments thereof. (f) f. Represents and warrants that it is legally authorized to enter into this Assignment and Acceptance and to perform its obligations hereunder, under the Loan Agreement and under the Loan Documents.

Assignee's Representations, Warranties and Agreements. The Assignee: (a) a. Confirms that it has received a copy of the Loan Credit Agreement (and any amendment thereto), the most recent financial statements then to have been delivered pursuant to the Loan Credit Agreement, and such other documents and information as the Assignee has deemed appropriate to make its own credit analysis and decision to enter into this Assignment assignment and Acceptanceassumption. (b) b. Confirms and represents that, independently and without reliance upon the Assignor, the Administrative Agent, Agent or any other Revolving Credit Lender Lender, and based on such documents and information as the Assignee deems appropriate, has made such Person’s own credit decision to join in the credit facility contemplated by the Loan Credit Documents and to become a “Revolving Credit Lender”. (c) c. Confirms and represents that the Assignee will continue to make such Person’s own credit decisions in taking or not taking action under the Loan Credit Agreement and other Loan Credit Documents independently and without reliance upon the Assignor, the Administrative Agent or any other Revolving Credit Lender and based on such documents and information as the Assignee shall deem appropriate at the time. (d) d. Appoints and authorizes the Administrative Agent to take such action on behalf of the Assignee and to exercise such powers under the Loan Credit Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto. (e) e. Agrees that the Assignee will perform, in accordance with their terms, all of the obligations which, by the terms of the Loan Credit Agreement and all other Loan Credit Documents are required to be performed by it as a “Revolving Credit Lender” as if the Assignee had been a signatory thereto and to any amendments thereof. (f) f. Represents and warrants that it is legally authorized to enter into this Assignment assignment and Acceptance assumption and to perform its obligations hereunder, under the Loan Credit Agreement and under the Loan Credit Documents.

Assignee's Representations, Warranties and Agreements. The AssigneeAssignee represents, warrants and agrees to and with Assignor as follows: (ai) Confirms that Assignee has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to fulfill its obligations under, and consummate the transactions contemplated by, this Agreement; (ii) the making and performance by Assignee of this Agreement and all documents required to be executed and delivered by it hereunder do not and will not violate any law or regulation of the jurisdiction of its organization or any other law or regulation applicable to it; (iii) this Agreement has been duly executed and delivered by it and constitutes the legal, valid and binding obligations of the Assignee, enforceable against it in accordance with its terms; (iv) all approvals and authorizations of, all filings with and all actions by any governmental or other administrative or judicial authority necessary for the validity or enforceability of Assignee’s obligations under this Agreement have been obtained; (v) Assignee has received a copy of the Credit Agreement and the other Loan Agreement (and any amendment thereto)Documents, together with copies of the most recent financial statements then to have been and Compliance Report delivered pursuant to the Loan AgreementSections 6.05(a), (b), (c), (d) and (e) thereof and such other documents and information as the Assignee it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance.Agreement; (bvi) Confirms and represents that, independently and without reliance upon the Assignor, the Administrative Agent, or any other Revolving Credit Lender and based on such documents and information as the Assignee deems appropriate, has made such Person’s own credit decision to join in the credit facility contemplated by the Loan Documents and to become a “Revolving Credit Lender”. (c) Confirms and represents that the Assignee will continue to make such Person’s own credit decisions in taking or not taking action under the Loan Agreement and other Loan Documents independently and without reliance upon the Assignor, the Administrative Agent or any other Revolving Credit Lender and based on such documents and information as the Assignee shall deem appropriate at the time. (d) Appoints appoints and authorizes the Agent to take such action as agent on its behalf of the Assignee and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto.; and (evii) Agrees Assignee agrees that the Assignee it will perform, perform in accordance with their terms, terms all of the obligations which, which by the terms of the Loan Credit Agreement and all other Loan Documents are required to be performed by it as a “Revolving Credit Lender” as if , including, without limitation, obligations to make Loans to the Assignee had been a signatory thereto and to any amendments thereoffull amount of the portion of the Commitment acquired by Assignee. (f) Represents and warrants that it is legally authorized to enter into this Assignment and Acceptance and to perform its obligations hereunder, under the Loan Agreement and under the Loan Documents.