Common use of Assuming Lender Clause in Contracts

Assuming Lender. Each Assuming Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under the Credit Agreement (subject to such consents, if any, as may be required under Section 12.2(a) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder (including, without limitation, pursuant to the second paragraph of Section 13.1 of the Credit Agreement) and, to the extent of its U.S. Revolving Credit Commitment and its pro rata portion of the U.S. Revolving Loans and Specified Loans (collectively, 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 has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.2(a) or (b) thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement and to purchase the Assigned Interest, (vi) it has, independently and without reliance upon the 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 Agreement and to purchase the Assigned Interest, (vii) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such Assuming Lender, and (viii) it is a United States person for purposes of the Code; and (b) agrees that (i) it will, independently and without reliance upon the 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 Loan Documents, (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender and (iii) such Lender will at all material times continue to be a United States person for purposes of the Code.

Assuming Lender. Each Assuming Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under the Credit Agreement (subject to such consents, if any, as may be required under Section 12.2(a) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder (including, without limitation, pursuant to the second paragraph of Section 13.1 of the Credit Agreement) and, to the extent of its U.S. Revolving Credit Commitment and its pro rata portion of the U.S. Revolving Loans and Specified Loans (collectively, 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 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, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.2(a) or (b) thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement and to purchase the such Assigned Interest, (vi) it has, independently and without reliance upon the 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 Agreement and to purchase the such Assigned Interest, (vii) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such Assuming LenderAssignee, and (viii) it is a United States person for purposes of the Code; and (b) agrees that (i) it will, independently and without reliance upon the 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 Loan Documents, (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender and (iii) such Lender will at all material times continue to be a United States person for purposes of the Code.

Assuming Lender. Each Assuming Lender (a) represents shall submit a Assumption Agreement in accordance with the provisions of Section 2.23(d). Upon the execution, delivery, acceptance and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become recording of a Lender under the Credit Assumption Agreement, (ii) it meets all the requirements to be an assignee under the Credit Agreement (subject to such consents, if any, as may be required under Section 12.2(a) of the Credit Agreement), (iii) from and after the Effective Date, it Increase Date related thereto such Assuming Lender shall be bound by the provisions of the Credit Agreement as a Lender thereunder (including, without limitation, pursuant to the second paragraph of Section 13.1 of the Credit Agreement) and, to the extent of its U.S. Revolving Credit Commitment party hereto and its pro rata portion of the U.S. Revolving Loans and Specified Loans (collectively, the “Assigned Interest”), shall have the rights and obligations of a Lender thereunderhereunder having the Commitment specified therein. By executing and delivering a Assumption Agreement, the Assuming Lender thereunder confirms to and agrees with the other parties hereto as follows: (i) such Assuming Lender hereby agrees that no Lender has made any representation or warranty, or assumes any responsibility with respect to, (ivx) it is sophisticated any statements, warranties or representations made in or in connection with respect to decisions to acquire assets this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto or (y) the financial condition of the type represented Borrower or the performance or observance by the Assigned Interest and either it, Borrower of any of its obligations under this Agreement or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of any other instrument or document furnished pursuant hereto; (ii) such type, (v) Assuming Lender confirms that it has received a copy of the Credit this Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant referred to in Section 6.2(a5.01(d) or (b) thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to purchase the Assigned Interest, such Assumption Agreement; (viiii) it has, independently and without reliance upon the 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 Agreement and to purchase the Assigned Interest, (vii) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such Assuming Lender, and (viii) it is a United States person for purposes of the Code; and (b) agrees that (i) it Lender will, independently and without reliance upon the Administrative Agent 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 this Agreement; (iv) such Assuming Lender confirms that it is an Eligible Assignee; (v) such Assuming Lender appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan DocumentsDocuments as are delegated to the Administrative Agent by the terms hereof, together with such powers as are reasonably incidental thereto; and (iivi) such Assuming Lender agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents this Agreement are required to be performed by it as a Lender and (iii) such Lender will at all material times continue to be a United States person for purposes of the CodeLender.