Business Loans. Maker warrants and represents to Payee and all other holders of this note that all loans evidenced by this note are and will be for business, commercial, investment or other similar purpose and not primarily for personal, family, household or agricultural use, as such terms are used in Chapter 1D. HCC INSURANCE HOLDINGS, INC., a Delaware corporation By: _______________________________ Xxxxx X. Xxxxxxxx, Executive Vice President EXHIBIT C to Loan Agreement -4- ASSIGNMENT AND ACCEPTANCE Dated: __________________ Reference is made to the Loan Agreement dated as of March ____, 1999 (as restated, amended, modified, supplemented and in effect from time to time, the "LOAN AGREEMENT"), among HCC INSURANCE HOLDINGS, INC., a Delaware corporation (the "BORROWER"), the Lenders named therein, NATIONSBANK, N.A., as Documentation Agent, and XXXXX FARGO BANK (TEXAS), NATIONAL ASSOCIATION, as Agent (the "AGENT"). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Loan Agreement. This Assignment and Acceptance, between the Assignor (as defined and set forth on SCHEDULE I hereto and made a part hereof) and the Assignee (as defined and set forth on SCHEDULE I hereto and made a part hereof) is dated as of the Effective Date of Assignment (as set forth on SCHEDULE I hereto and made a part hereof). 1. The Assignor hereby irrevocably sells and assigns to the Assignee without recourse to the Assignor, and the Assignee hereby irrevocably purchases and assumes from the Assignor without recourse to the Assignor, as of the Effective Date, an undivided interest (the "ASSIGNED INTEREST") in and to all the Assignor's rights and obligations under the Loan Agreement respecting those, and only those, credit facilities contained in the Loan Agreement as are set forth on SCHEDULE I (collectively, the "ASSIGNED FACILITIES," individually, an "ASSIGNED FACILITY"), in a principal amount for each Assigned Facility as set forth on SCHEDULE I. 2. The Assignor (i) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, other than that it is the legal and beneficial owner of the Assigned Interest and that the Assigned Interest is free and clear of any adverse claim; (ii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower or its Subsidiaries or the performance or observance by the Borrower or its Subsidiaries of any of its respective obligations under the Loan Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto; and (iii) attaches the Note(s) held by it evidencing the Assigned Facility or Facilities, as the case may be, assigned and requests that the Agent exchange such Note(s) for a new Note or Notes payable to the Assignor (if the Assignor has retained any interest in the Loans) and a new Note or Notes payable to the Assignee EXHIBIT D to Loan Agreement in the respective amounts which reflect the assignment being made hereby (and after giving effect to any other assignments which have become effective on the Effective Date of Assignment). 3. The Assignee (i) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance; (ii) confirms that it has received a copy of the Loan Agreement, together with copies of the financial statements referred to in SECTION 6.2 thereof, or if later, the most recent financial statements delivered pursuant to SECTION 7.2 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis; (iii) agrees that it will, independently and without reliance upon 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 Loan Agreement; (iv) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Loan Agreement as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (v) agrees that it will be bound by the provisions of the Loan Agreement and will perform in accordance with its terms all the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender; (vi) if the Assignee is organized under the laws of a jurisdiction outside the United States, attaches the forms prescribed by the Internal Revenue Service of the United States certifying as to the Assignee's exemption from United States withholding taxes with respect to all payments to be made to the Assignee under the Loan Agreement or such other documents as are necessary to indicate that all such payments are subject to such tax at a rate reduced by an applicable tax treaty, and (vii) has supplied the information requested on the administrative questionnaire provided by Agent. 4. Following the execution of this Assignment and Acceptance, it will be delivered to the Agent for acceptance by it and the Borrower and recording by the Agent pursuant to SECTION 11.6 of the Loan Agreement, effective as of the Effective Date of Assignment (which Effective Date of Assignment shall, unless otherwise agreed to by the Agent, be at least five Business Days after the execution of this Assignment and Acceptance). 5. Upon such acceptance and recording, from and after the Effective Date of Assignment, the Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignee, whether such amounts have accrued prior to the Effective Date of Assignment or accrue subsequent to the Effective Date of Assignment. The Assignor and Assignee shall make all appropriate adjustments in payments for periods prior to the Effective Date of Assignment by the Agent or with respect to the making of this assignment directly between themselves. EXHIBIT D to Loan Agreement 6. From and after the Effective Date of Assignment, (i) the Assignee shall be a party to the Loan Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder, and (ii) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Agreement. 7. THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.
Appears in 1 contract
Business Loans. Maker warrants and represents to Payee and all other holders of this note that all loans evidenced by this note are and will be for business, commercial, investment or other similar purpose and not primarily for personal, family, household or agricultural use, as such terms are used in Chapter 1D. HCC INSURANCE HOLDINGSOne. STERLING CHEMICALS, INC., a Delaware corporation . By: :___________________________________ Xxxxx X. Xxxxxxxx, Executive Vice President Name:_________________________________ Title:________________________________ EXHIBIT C E to Loan Credit Agreement -4- ASSIGNMENT AND ACCEPTANCE ------------------------- Dated: ___________________, 199_ Reference is made to the Loan Credit Agreement dated as of March ____April 13, 1999 1995 (as restated, amended, modified, supplemented and in effect from time to time, the "LOAN AGREEMENTCredit Agreement"), among HCC INSURANCE HOLDINGSSterling Chemicals, INC.Inc., a Delaware corporation (the "BORROWERCompany"), the Lenders named therein, NATIONSBANKThe Bank of Nova Scotia, N.A., as a Documentation Agent, ABN AMRO Bank N.V., Houston Agency, Bank of Scotland and XXXXX FARGO BANK (TEXAS)Credit Lyonnais, NATIONAL ASSOCIATIONNew York Branch, as Co-Agents, and Texas Commerce Bank National Association, as Agent (the "AGENTAgent"). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Loan Credit Agreement. This Assignment and Acceptance, between the Assignor (as defined and set forth on SCHEDULE Schedule I hereto and made a part hereof) and the Assignee (as defined and set forth on SCHEDULE Schedule I hereto and made a part hereof) is dated as of the Effective Date of Assignment (as set forth on SCHEDULE Schedule I hereto and made a part hereof).
1. The Assignor hereby irrevocably sells and assigns to the Assignee without recourse to the Assignor, and the Assignee hereby irrevocably purchases and assumes from the Assignor without recourse to the Assignor, as of the Effective Date, an undivided ________% interest (the "ASSIGNED INTERESTAssigned Interest") in and to all the Assignor's rights and obligations under the Loan Agreement respecting those, and only those, credit facilities contained in the Loan Credit Agreement as are set forth on SCHEDULE Schedule I (collectively, the "ASSIGNED FACILITIESAssigned Facilities," individually, an "ASSIGNED FACILITYAssigned Facility"), in a principal amount for each Assigned Facility as set forth on SCHEDULE I..
2. The Assignor (i) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Credit Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, other than that it is the legal and beneficial owner of the Assigned Interest interest being assigned by it hereunder and that the Assigned Interest such interest is free and clear of any adverse claim; (ii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower the Company or its Subsidiaries or the performance or observance by the Borrower Company or its Subsidiaries of any of its respective obligations under the Loan Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto; and (iii) attaches the Note(s) held by it evidencing the Assigned Facility or Facilities, as the case may be, assigned and requests that the Agent exchange such Note(s) for a new Note or Notes payable to the Assignor (if the Assignor has retained any interest in the LoansAssigned Facility or Facilities) and a new Note or Notes payable to the Assignee EXHIBIT D to Loan Agreement in the respective amounts which reflect the assignment being made hereby (and after giving effect to any other assignments which have become effective on the Effective Date of AssignmentDate).. EXHIBIT F to Credit Agreement
3. The Assignee (i) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance; (ii) confirms that it has received a copy of the Loan Credit Agreement, together with copies of the financial statements referred to in SECTION Section 6.2 thereof, or if later, the most recent financial statements delivered pursuant to SECTION Section 7.2 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis; (iii) agrees that it will, independently and without reliance upon 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 Loan Credit Agreement; (iv) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Loan Credit Agreement as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (v) agrees that it will be bound by the provisions of the Loan Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Loan Credit Agreement are required to be performed by it as a Lender; (vi) if the Assignee is organized under the laws of a jurisdiction outside the United States, attaches the forms prescribed by the Internal Revenue Service of the United States certifying as to the Assignee's exemption from United States withholding taxes with respect to all payments to be made to the Assignee under the Loan Credit Agreement or such other documents as are necessary to indicate that all such payments are subject to such tax at a rate reduced by an applicable tax treaty, and (vii) has supplied the information requested on the administrative questionnaire provided submitted by the Agent.
4. Following the execution of this Assignment and Acceptance, it will be delivered to the Agent for acceptance by it and the Borrower Company and recording by the Agent pursuant to SECTION Section 11.6 of the Loan Credit Agreement, effective as of the Effective Date of Assignment (which Effective Date of Assignment shall, unless otherwise agreed to by the Agent, be at least five Business Days after the execution of this Assignment and Acceptance).
5. Upon such acceptance and recording, from and after the Effective Date of AssignmentDate, the Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignee, whether such amounts have accrued prior to the Effective Date of Assignment or accrue subsequent to the Effective Date of AssignmentDate. The Assignor and Assignee shall make all appropriate adjustments in payments for periods prior to the Effective Date of Assignment by the Agent or with respect to the making of this assignment directly between themselves. EXHIBIT D to Loan Agreement.
6. From and after the Effective Date of AssignmentDate, (i) the Assignee shall be a party to the Loan Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder, and (ii) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Credit Agreement.. EXHIBIT F to Credit Agreement
7. THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.
Appears in 1 contract
Business Loans. Maker warrants and represents to Payee and all other holders of this note that all loans evidenced by this note are and will be for business, commercial, investment or other similar purpose and not primarily for personal, family, household or agricultural use, as such terms are used in Chapter 1D. HCC INSURANCE HOLDINGSID of Title 79, INC.Texas Rev. Civ. Stats. 1925, as amended. CARROLS CORPORATION, a Delaware corporation By: ____________:___________________ Xxxxx X. Xxxxxxxx, Executive Vice President Name:_________________ Title:________________ EXHIBIT C D to Loan Agreement -4- ASSIGNMENT AND ACCEPTANCE Dated: __________________ Reference is made to the Loan Agreement dated as of March February ______, 1999 (as restated, amended, modified, supplemented and in effect from time to time, the "LOAN AGREEMENTLoan Agreement"), among HCC INSURANCE HOLDINGS, INC.Carrols Corporation, a Delaware corporation (the "BORROWERCompany"), the Lenders named therein, NATIONSBANKand Chase Bank of Texas, N.A., as Documentation Agent, and XXXXX FARGO BANK (TEXAS), NATIONAL ASSOCIATIONNational Association, as Agent (the "AGENTAgent"). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Loan Agreement. This Assignment and Acceptance, between the Assignor (as defined and set forth on SCHEDULE Schedule I hereto and made a part hereof) and the Assignee (as defined and set forth on SCHEDULE Schedule I hereto and made a part hereof) is dated as of the Effective Date of Assignment (as set forth on SCHEDULE Schedule I hereto and made a part hereof).
1. The Assignor hereby irrevocably sells and assigns to the Assignee without recourse to the Assignor, and the Assignee hereby irrevocably purchases and assumes from the Assignor without recourse to the Assignor, as of the Effective Date, an undivided interest (the "ASSIGNED INTERESTAssigned Interest") in and to all the Assignor's rights and obligations under the Loan Agreement respecting those, and only those, credit facilities contained in the Loan Agreement as are set forth on SCHEDULE Schedule I (collectively, the "ASSIGNED FACILITIESAssigned Facilities," individually, an "ASSIGNED FACILITYAssigned Facility"), in a principal amount for each Assigned Facility as set forth on SCHEDULE Schedule I.
2. The Assignor (i) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, other than that it is the legal and beneficial owner of the Assigned Interest interest being assigned by it hereunder and that the Assigned Interest such interest is free and clear of any adverse claim; (ii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower the Company or its Subsidiaries or the performance or observance by the Borrower Company or its Subsidiaries of any of its respective obligations under the Loan Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto; and (iii) attaches the Note(s) held by it evidencing the Assigned Facility or Facilities, as the case may be, assigned and requests that the Agent exchange such Note(s) for a new Note or Notes payable to the Assignor (if the Assignor has retained any interest in the LoansAssigned Facility or Facilities) and a new Note or Notes payable to the Assignee EXHIBIT D to Loan Agreement in the respective amounts which reflect the assignment being made hereby (and after giving effect to any other assignments which have become effective on the Effective Date of AssignmentDate).. EXHIBIT E to Loan Agreement
3. The Assignee (i) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance; (ii) confirms that it has received a copy of the Loan Agreement, together with copies of the financial statements referred to in SECTION Section 6.2 thereof, or if later, the most recent financial statements delivered pursuant to SECTION Section 7.2 thereof, thereof and such other documents and information as it has deemed appropriate to make its own credit analysis; (iii) agrees that it will, independently and without reliance upon 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 Loan Agreement; (iv) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Loan Agreement as are delegated to the Agent by the terms thereof, thereof together with such powers as are reasonably incidental thereto; (v) agrees that it will be bound by the provisions of the Loan Agreement and will perform in accordance with its terms all the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender; (vi) if the Assignee is organized under the laws of a jurisdiction outside the United States, attaches the forms prescribed by the Internal Revenue Service of the United States certifying as to the Assignee's exemption from United States withholding taxes with respect to all payments to be made to the Assignee under the Loan Agreement or such other documents as are necessary to indicate that all such payments are subject to such tax at a rate reduced by an applicable tax treaty, and (vii) has supplied the information requested on the administrative questionnaire provided by Agent.attached hereto as Exhibit A.
4. Following the execution of this Assignment and Acceptance, it will be delivered to the Agent for acceptance by it and the Borrower Company and recording by the Agent pursuant to SECTION Section 11.6 of the Loan Agreement, effective as of the Effective Date of Assignment (which Effective Date of Assignment shall, unless otherwise agreed to by the Agent, be at least five Business Days after the execution of this Assignment and Acceptance).
5. Upon such acceptance and recording, from and after the Effective Date of AssignmentDate, the Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignee, whether such amounts have accrued prior to the Effective Date of Assignment or accrue subsequent to the Effective Date of AssignmentDate. The Assignor and Assignee shall make all appropriate adjustments in payments for periods prior to the Effective Date of Assignment by the Agent or with respect to the making of this assignment directly between themselves. EXHIBIT D to Loan Agreement.
6. From and after the Effective Date of AssignmentDate, (i) the Assignee shall be a party to the Loan Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder, and (ii) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Agreement.. EXHIBIT E to Loan Agreement
7. THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXASNEW YORK.
Appears in 1 contract
Business Loans. Maker warrants and represents to Payee and all other holders of this note that all loans evidenced by this note are and will be for business, commercial, investment or other similar purpose and not primarily for personal, family, household or agricultural use, as such terms are used in Chapter 1D. HCC INSURANCE HOLDINGSOne. STERLING PULP CHEMICALS, INC., a Delaware corporation LTD. By: __________________________ Name:_________________________ Xxxxx X. Xxxxxxxx, Executive Vice President Title:________________________ EXHIBIT C to Loan Credit Agreement -4- Page 4 ASSIGNMENT AND ACCEPTANCE ------------------------- Dated: ___________________, 199___ Reference is made to the Loan Credit Agreement dated as of March ____September 28, 1999 1995 (as restated, amended, modified, supplemented and in effect from time to time, the "LOAN AGREEMENTCredit Agreement"), among HCC INSURANCE HOLDINGSSterling Pulp Chemicals, INC.Ltd., a Delaware corporation organized under the laws of the Province of Ontario, Canada (the "BORROWERBorrower"), the Lenders named therein, NATIONSBANK, N.A., as Documentation Agenta party thereto, and XXXXX FARGO BANK (TEXAS), NATIONAL ASSOCIATIONTexas Commerce Bank National Association, as Agent (the "AGENTAgent"). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Loan Credit Agreement. This Assignment and Acceptance, between the Assignor (as defined and set forth on SCHEDULE Schedule I hereto and made a part hereof) and the Assignee (as defined and set forth on SCHEDULE Schedule I hereto and made a part hereof) is dated as of the Effective Date of Assignment (as set forth on SCHEDULE Schedule I hereto and made a part hereof).
1. The Assignor hereby irrevocably sells and assigns to the Assignee without recourse to the Assignor, and the Assignee hereby irrevocably purchases and assumes from the Assignor without recourse to the Assignor, as of the Effective Date, an undivided ________% interest (the "ASSIGNED INTERESTAssigned Interest") in and to all the Assignor's rights and obligations under the Loan Credit Agreement respecting those, and only those, credit facilities contained in the Loan Agreement as are set forth on SCHEDULE I (collectively, the "ASSIGNED FACILITIES," individually, an "ASSIGNED FACILITY"), in a principal amount for each Assigned Facility as set forth on SCHEDULE I.Schedule I (the "Assigned Facility").
2. The Assignor (i) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Credit Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, other than that it is the legal and beneficial owner of the Assigned Interest interest being assigned by it hereunder and that the Assigned Interest such interest is free and clear of any adverse claim; (ii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower the Borrower, the Parent or its the Parent's Subsidiaries or the performance or observance by the Borrower Borrower, the Parent or its the Parent's Subsidiaries of any of its respective obligations under the Loan Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto; and (iii) attaches the Note(s) Note held by it evidencing the Assigned Facility or FacilitiesFacility, as the case may be, assigned and requests that the Agent exchange such Note(s) Note for a new Note or Notes payable to the Assignor (if the Assignor has retained any interest in the LoansAssigned Facility) and a new Note or Notes payable to the Assignee EXHIBIT D to Loan Agreement in the respective amounts which reflect the assignment being made hereby (and after giving effect to any other assignments which have become effective on the Effective Date of AssignmentDate).
3. The Assignee (i) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance and, upon the effectiveness of this Assignment and Acceptance, EXHIBIT D to Credit Agreement that it will be in compliance with Section 11.6 of the Credit Agreement; (ii) confirms that it has received a copy of the Loan Credit Agreement, together with copies of the financial statements referred to in SECTION Section 6.2 thereof, or if later, the most recent financial statements delivered pursuant to SECTION Section 7.2 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis; (iii) agrees that it will, independently and without reliance upon 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 Loan Credit Agreement; (iv) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Loan Credit Agreement as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (v) agrees that it will be bound by the provisions of the Loan Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Loan Credit Agreement are required to be performed by it as a Lender; (vi) if the Assignee is organized under the laws of a jurisdiction outside the United States, attaches the forms prescribed by the Internal Revenue Service of the United States certifying as to the Assignee's exemption from United States withholding taxes with respect to all payments to be made to the Assignee under the Loan Credit Agreement or such other documents as are necessary to indicate that all such payments are subject to such tax at a rate reduced by an applicable tax treaty, and (vii) has supplied the information requested on the administrative questionnaire provided submitted by the Agent.
4. Following the execution of this Assignment and Acceptance, it will be delivered to the Agent for acceptance by it and the Borrower and recording by the Agent pursuant to SECTION Section 11.6 of the Loan Credit Agreement, effective as of the Effective Date of Assignment (which Effective Date of Assignment shall, unless otherwise agreed to by the Agent, be at least five Business Days after the execution of this Assignment and Acceptance).
5. Upon such acceptance and recording, from and after the Effective Date of AssignmentDate, the Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignee, whether such amounts have accrued prior to the Effective Date of Assignment or accrue subsequent to the Effective Date of AssignmentDate. The Assignor and Assignee shall make all appropriate adjustments in payments for periods prior to the Effective Date of Assignment by the Agent or with respect to the making of this assignment directly between themselves. EXHIBIT D to Loan Agreement.
6. From and after the Effective Date of AssignmentDate, (i) the Assignee shall be a party to the Loan Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder, and (ii) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Credit Agreement.. EXHIBIT D to Credit Agreement
7. THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.
Appears in 1 contract
Business Loans. Maker warrants and represents to Payee and all other holders of this note that all loans evidenced by this note are and will be for business, commercial, investment or other similar purpose and not primarily for personal, family, household or agricultural use, as such terms are used in Chapter 1D. HCC INSURANCE HOLDINGSthe Texas Finance Code. ORION MARINE GROUP, INC., a Delaware corporation By: _______Name: Title: HOU:0050320/00182:1602157v1 HOU:0050320/00182:1602157v1 This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between ________________________ Xxxxx X. Xxxxxxxx, Executive Vice President EXHIBIT C to Loan Agreement -4- ASSIGNMENT AND ACCEPTANCE Dated: (the “Assignor”) and _______________________ Reference is made to the Loan Agreement dated as of March ____, 1999 (as restated, amended, modified, supplemented and in effect from time to time, the "LOAN AGREEMENT"), among HCC INSURANCE HOLDINGS, INC., a Delaware corporation (the "BORROWER"), the Lenders named therein, NATIONSBANK, N.A., as Documentation Agent, and XXXXX FARGO BANK (TEXAS), NATIONAL ASSOCIATION, as Agent (the "AGENT"“Assignee”). Capitalized terms used but not defined herein and not otherwise defined shall have the meanings assigned given to such terms them in the Loan Agreement. This Assignment and Acceptance, between the Assignor Credit Agreement identified below (as defined amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth on SCHEDULE I in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part hereof) of this Assignment and the Assignee (Assumption as defined and if set forth on SCHEDULE I hereto and made a part hereof) is dated as of herein in full. For an agreed consideration, the Effective Date of Assignment (as set forth on SCHEDULE I hereto and made a part hereof).
1. The Assignor hereby irrevocably sells and assigns to the Assignee without recourse to the AssignorAssignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor without recourse Assignor, subject to and in accordance with the AssignorStandard Terms and Conditions and the Credit Agreement, as of the Effective Date, an undivided interest Date inserted by the Administrative Agent as contemplated below (the "ASSIGNED INTEREST"i) in and to all of the Assignor's rights and obligations in its capacity as a Lender under the Loan Credit Agreement respecting thoseand any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit, guarantees and only thoseswingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, credit facilities contained in all claims, suits, causes of action and any other right of the Loan Agreement as are set forth on SCHEDULE I (collectively, the "ASSIGNED FACILITIES," individually, an "ASSIGNED FACILITY"), in a principal amount for each Assigned Facility as set forth on SCHEDULE I.
2. The Assignor (iin its capacity as a Lender) makes no representation against any Person, whether known or warranty and assumes no responsibility with respect to any statementsunknown, warranties or representations made in arising under or in connection with the Loan Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Credit Agreement, any other Loan Document documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any other instrument way based on or document furnished pursuant thereto, other than that it is the legal and beneficial owner related to any of the Assigned Interest foregoing, including contract claims, tort claims, malpractice claims, statutory claims and that all other claims at law or in equity related to the Assigned Interest is free rights and clear of any adverse claim; obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) makes no representation or warranty and assumes no responsibility with respect above being referred to the financial condition of Borrower or its Subsidiaries or the performance or observance by the Borrower or its Subsidiaries of any of its respective obligations under the Loan Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto; and (iii) attaches the Note(s) held by it evidencing the Assigned Facility or Facilities, herein collectively as the case may be, assigned “Assigned Interest”). Such sale and requests that the Agent exchange such Note(s) for a new Note or Notes payable assignment is without recourse to the Assignor (if the Assignor has retained any interest in the Loans) and a new Note or Notes payable to the Assignee EXHIBIT D to Loan Agreement in the respective amounts which reflect the assignment being made hereby (and after giving effect to any other assignments which have become effective on the Effective Date of Assignment).
3. The Assignee (i) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance; (ii) confirms that it has received a copy of the Loan Agreement, together with copies of the financial statements referred to in SECTION 6.2 thereof, or if later, the most recent financial statements delivered pursuant to SECTION 7.2 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis; (iii) agrees that it will, independently and without reliance upon 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 Loan Agreement; (iv) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Loan Agreement as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (v) agrees that it will be bound by the provisions of the Loan Agreement and will perform in accordance with its terms all the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender; (vi) if the Assignee is organized under the laws of a jurisdiction outside the United States, attaches the forms prescribed by the Internal Revenue Service of the United States certifying as to the Assignee's exemption from United States withholding taxes with respect to all payments to be made to the Assignee under the Loan Agreement or such other documents as are necessary to indicate that all such payments are subject to such tax at a rate reduced by an applicable tax treaty, and (vii) has supplied the information requested on the administrative questionnaire provided by Agent.
4. Following the execution of this Assignment and Acceptance, it will be delivered to the Agent for acceptance by it and the Borrower and recording by the Agent pursuant to SECTION 11.6 of the Loan Agreement, effective as of the Effective Date of Assignment (which Effective Date of Assignment shall, unless otherwise agreed to by the Agent, be at least five Business Days after the execution of this Assignment and Acceptance).
5. Upon such acceptance and recording, from and after the Effective Date of Assignment, the Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignee, whether such amounts have accrued prior to the Effective Date of Assignment or accrue subsequent to the Effective Date of Assignment. The Assignor and Assignee shall make all appropriate adjustments in payments for periods prior to the Effective Date of Assignment by the Agent or with respect to the making of this assignment directly between themselves. EXHIBIT D to Loan Agreement
6. From and after the Effective Date of Assignment, (i) the Assignee shall be a party to the Loan Agreement and, to the extent except as expressly provided in this Assignment and AcceptanceAssumption, have without representation or warranty by the rights and obligations of a Lender thereunder, and (ii) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan AgreementAssignor.
7. THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.
Appears in 1 contract
Business Loans. Maker warrants and represents to Payee and all other holders of this note that all loans evidenced by this note are and will be for business, commercial, investment or other similar purpose and not primarily for personal, family, household or agricultural use, as such terms are used in Chapter 1D. HCC INSURANCE HOLDINGSOCEANEERING INTERNATIONAL, INC., a Delaware corporation By: _______________________________________ Xxxxx X. Xxxxxxxx, Executive Vice President Name: _____________________________________ Title: ____________________________________ EXHIBIT C to Loan Agreement -4- D ASSIGNMENT AND ACCEPTANCE Dated: ____________________ Reference is made to the Loan Agreement dated as of March ____30, 1999 2000 (as restated, amended, modified, supplemented and in effect from time to time, the "LOAN AGREEMENT"), among HCC INSURANCE HOLDINGSOCEANEERING INTERNATIONAL, INC., a Delaware corporation (the "BORROWER"), the Lenders named therein, NATIONSBANKWells Fargo Bank (Texas), N.A.N. A., as Documentation Administrative Agent, and XXXXX FARGO BANK (TEXAS), NATIONAL ASSOCIATION, as Agent Lead Arrangxx xxd Book Manager (the "AGENT"). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Loan Agreement. This Assignment and Acceptance, between the Assignor (as defined and set forth on SCHEDULE I hereto and made a part hereof) and the Assignee (as defined and set forth on SCHEDULE I hereto and made a part hereof) is dated as of the Effective Date of Assignment (as set forth on SCHEDULE I hereto and made a part hereof).
1. The Assignor hereby irrevocably sells and assigns to the Assignee without recourse to the Assignor, and the Assignee hereby irrevocably purchases and assumes from the Assignor without recourse to the Assignor, as of the Effective Date, an undivided interest (the "ASSIGNED INTEREST") in and to all the Assignor's rights and obligations under the Loan Agreement respecting those, and only those, credit facilities contained in the Loan Agreement as are set forth on SCHEDULE I (collectively, the "ASSIGNED FACILITIES," individually, an "ASSIGNED FACILITY")Agreement, in a principal amount for each Assigned Facility as set forth on SCHEDULE I.
2. The Assignor (i) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, other than that it is the legal and beneficial owner of the Assigned Interest and that the Assigned Interest is free and clear of any adverse claim; (ii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or its Subsidiaries or the performance or observance by the Borrower or its Subsidiaries of any of its respective obligations under the Loan Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto; and (iii) attaches the Note(s) held by it evidencing the Assigned Facility or Facilities, as the case may be, assigned and requests that the Agent exchange such Note(s) for a new Note or Notes payable to the Assignor (if the Assignor has retained any interest in the Loansinterest) and a new Note or Notes payable to the Assignee EXHIBIT D to Loan Agreement in the respective amounts which reflect the assignment being made hereby (and after giving effect to any other assignments which have become effective on the Effective Date of Assignment).
3. The Assignee (i) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance; (ii) confirms that it has received a copy of the Loan Agreement, together with copies of the financial statements referred to in SECTION 6.2 thereof, or if later, the most recent financial statements delivered pursuant to SECTION 7.2 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis; (iii) agrees that it will, independently and without reliance upon 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 Loan Agreement; (iv) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Loan Agreement as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (v) agrees that it will be bound by the provisions of the Loan Agreement and will perform in accordance with its terms all the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender; (vi) if the Assignee is organized under the laws of a jurisdiction outside the United States, attaches the forms prescribed by the Internal Revenue Service of the United States certifying as to the Assignee's exemption from United States withholding taxes with respect to all payments to be made to the Assignee under the Loan Agreement or such other documents as are necessary to indicate that all such payments are subject to such tax at a rate reduced by an applicable tax treaty, and (vii) has supplied the information requested on the administrative questionnaire provided by Agent.
4. Following the execution of this Assignment and Acceptance, it will be delivered to the Agent for acceptance by it and the Borrower and recording by the Agent pursuant to SECTION 11.6 of the Loan Agreement, effective as of the Effective Date of Assignment (which Effective Date of Assignment shall, unless otherwise agreed to by the Agent, be at least five Business Days after the execution of this Assignment and Acceptance).
5. Upon such acceptance and recording, from and after the Effective Date of Assignment, the Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignee, whether such amounts have accrued prior to the Effective Date of Assignment or accrue subsequent to the Effective Date of Assignment. The Assignor and Assignee shall make all appropriate adjustments in payments for periods prior to the Effective Date of Assignment by the Agent or with respect to the making of this assignment directly between themselves. EXHIBIT D to Loan Agreement
6. From and after the Effective Date of Assignment, (i) the Assignee shall be a party to the Loan Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder, and (ii) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Agreement.
7. THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.
Appears in 1 contract
Business Loans. Maker warrants and represents to Payee and all other holders of this note that all loans evidenced by this note are and will be for business, commercial, investment or other similar purpose and not primarily for personal, family, household or agricultural use, as such terms are used in Chapter 1D. HCC INSURANCE HOLDINGSthe Texas Finance Code. SOLARIS OILFIELD INFRASTRUCTURE, INC.LLC, a Delaware corporation limited liability company By: _______________________________ Xxxxx X. XxxxxxxxName: Title: The undersigned hereby certifies that he or she is the of SOLARIS OILFIELD INFRASTRUCTURE, Executive Vice President EXHIBIT C LLC, a Delaware limited liability company (the “Borrower”), and that as such he or she is authorized to Loan Agreement -4- ASSIGNMENT AND ACCEPTANCE Dated: __________________ Reference is made execute this Borrowing Base Certificate on behalf of the Borrower pursuant to the Loan Credit Agreement dated as of March ____, 1999 (as restated, it may be amended, modified, supplemented and in effect or restated from time to time, the "LOAN AGREEMENT"“Credit Agreement”) dated as of December 1, 2016, by and among the Borrower, WOODFOREST NATIONAL BANK, as Administrative Agent, and the Lenders therein named. The undersigned further certifies, represents and warrants that (i) Schedule 1 attached hereto sets forth a detailed calculation of Eligible Accounts, Eligible Inventory and the Borrowing Base, and (ii) to his or her knowledge, after due inquiry, that Schedule 1 has been duly completed and is true and correct in all material respects: Terms used herein with their initial letters capitalized which are not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement. Dated , 20 . Reference is hereby made to the Credit Agreement dated as of December 1, 2016 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among HCC INSURANCE HOLDINGSSOLARIS OILFIELD INFRASTRUCTURE, INC.LLC, a Delaware corporation limited liability company (the "BORROWER"“Borrower”), the Lenders named therein, NATIONSBANK, N.A.and WOODFOREST NATIONAL BANK, as Documentation Administrative Agent. Pursuant to the provisions of Section 2.16 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Code, and XXXXX FARGO BANK (TEXAS)iv) it is not a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished Administrative Agent and Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E or IRS Form W-8BEN. By executing this certificate, NATIONAL ASSOCIATIONthe undersigned agrees that (1) if the information provided on this certificate changes, as the undersigned shall promptly so inform Borrower and Administrative Agent and (2) the "AGENT")undersigned shall have at all times furnished Borrower and Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Capitalized Unless otherwise defined herein, terms defined in the Credit Agreement and used herein and not otherwise defined shall have the meanings assigned given to such terms them in the Loan Credit Agreement. This Assignment and Acceptance[NAME OF LENDER] By: Name: Title: Date: , between 201 Reference is hereby made to the Assignor (as defined and set forth on SCHEDULE I hereto and made a part hereof) and the Assignee (as defined and set forth on SCHEDULE I hereto and made a part hereof) is Credit Agreement dated as of the Effective Date of Assignment December 1, 2016 (as set forth on SCHEDULE I hereto amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among SOLARIS OILFIELD INFRASTRUCTURE, LLC, a Delaware limited liability company (the “Borrower”), the Lenders named therein, and made a part hereof).
1WOODFOREST NATIONAL BANK, as Administrative Agent. The Assignor hereby irrevocably sells and assigns Pursuant to the Assignee without recourse to the Assignor, and the Assignee hereby irrevocably purchases and assumes from the Assignor without recourse to the Assignor, as provisions of Section 2.16 of the Effective Date, an undivided interest (the "ASSIGNED INTEREST") in and to all the Assignor's rights and obligations under the Loan Agreement respecting those, and only those, credit facilities contained in the Loan Agreement as are set forth on SCHEDULE I (collectivelyCredit Agreement, the "ASSIGNED FACILITIES," individually, an "ASSIGNED FACILITY"), in a principal amount for each Assigned Facility as set forth on SCHEDULE I.
2. The Assignor undersigned hereby certifies that (i) makes no representation it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E or warranty IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing and assumes no responsibility (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: , 201 Reference is hereby made to the Credit Agreement dated as of December 1, 2016 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among SOLARIS OILFIELD INFRASTRUCTURE, LLC, a Delaware limited liability company (the “Borrower”), the Lenders named therein, and WOODFOREST NATIONAL BANK, as Administrative Agent. Pursuant to the provisions of Section 2.16 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN-E or IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN-E or IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 201 Reference is hereby made to the Credit Agreement dated as of December 1, 2016 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among SOLARIS OILFIELD INFRASTRUCTURE, LLC, a Delaware limited liability company (the “Borrower”), the Lenders named therein, and WOODFOREST NATIONAL BANK, as Administrative Agent. Pursuant to the provisions of Section 2.16 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to any statements, warranties or representations made in or in connection with the Loan extension of credit pursuant to this Credit Agreement or any other Loan Document Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the execution, legality, validity, enforceability, genuineness, sufficiency ordinary course of its trade or value business within the meaning of Section 881(c)(3)(A) of the Loan AgreementCode, any other Loan Document (iv) none of its direct or any other instrument or document furnished pursuant thereto, other than that it indirect partners/members is a ten percent shareholder of Borrower within the legal and beneficial owner meaning of Section 871(h)(3)(B) of the Assigned Interest Code, and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished Administrative Agent and Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the Assigned Interest is free and clear of any adverse claim; portfolio interest exemption: (i) an IRS Form W-8BEN-E or (ii) makes no representation an IRS Form W-8IMY accompanied by an IRS Form W-8BEN-E or warranty and assumes no responsibility with respect to IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the financial condition of Borrower or its Subsidiaries or the performance or observance by the Borrower or its Subsidiaries of any of its respective obligations under the Loan Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto; and (iii) attaches the Note(s) held by it evidencing the Assigned Facility or Facilities, as the case may be, assigned and requests that the Agent exchange such Note(s) for a new Note or Notes payable to the Assignor (if the Assignor has retained any portfolio interest in the Loans) and a new Note or Notes payable to the Assignee EXHIBIT D to Loan Agreement in the respective amounts which reflect the assignment being made hereby (and after giving effect to any other assignments which have become effective on the Effective Date of Assignment).
3exemption. The Assignee (i) represents and warrants that it is legally authorized to enter into By executing this Assignment and Acceptance; (ii) confirms that it has received a copy of the Loan Agreement, together with copies of the financial statements referred to in SECTION 6.2 thereof, or if latercertificate, the most recent financial statements delivered pursuant to SECTION 7.2 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis; (iii) undersigned agrees that it will, independently and without reliance upon 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 Loan Agreement; (iv) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Loan Agreement as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (v) agrees that it will be bound by the provisions of the Loan Agreement and will perform in accordance with its terms all the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender; (vi1) if the Assignee information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is organized under the laws of a jurisdiction outside the United States, attaches the forms prescribed by the Internal Revenue Service of the United States certifying as to the Assignee's exemption from United States withholding taxes with respect to all payments to be made to the Assignee under the Loan Agreement undersigned, or such other documents as are necessary to indicate that all such payments are subject to such tax at a rate reduced by an applicable tax treaty, and (vii) has supplied the information requested on the administrative questionnaire provided by Agent.
4. Following the execution of this Assignment and Acceptance, it will be delivered to the Agent for acceptance by it and the Borrower and recording by the Agent pursuant to SECTION 11.6 in either of the Loan Agreementtwo calendar years preceding such payments. Unless otherwise defined herein, effective as of terms defined in the Effective Date of Assignment (which Effective Date of Assignment shall, unless otherwise agreed to by the Agent, be at least five Business Days after the execution of this Assignment Credit Agreement and Acceptance).
5. Upon such acceptance and recording, from and after the Effective Date of Assignment, the Agent used herein shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignee, whether such amounts have accrued prior to the Effective Date of Assignment or accrue subsequent to the Effective Date of Assignment. The Assignor and Assignee shall make all appropriate adjustments in payments for periods prior to the Effective Date of Assignment by the Agent or with respect to the making of this assignment directly between themselves. EXHIBIT D to Loan Agreement
6. From and after the Effective Date of Assignment, (i) the Assignee shall be a party to the Loan Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereundermeanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: , and (ii) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Agreement.
7. THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.201 WOODFOREST NATIONAL BANK $ 1,000,000 $ 10,000,000
Appears in 1 contract
Samples: Credit Agreement (Solaris Oilfield Infrastructure, Inc.)
Business Loans. Maker warrants and represents to Payee and all other holders of this note that all loans evidenced by this note are and will be for business, commercial, investment or other similar purpose and not primarily for personal, family, household or agricultural use, as such terms are used in Chapter 1D. HCC INSURANCE HOLDINGSOCEANEERING INTERNATIONAL, INC., a Delaware corporation By: _______________________________ Xxxxx X. Xxxxxxxx, Executive Vice President ------------------------------------ Name: ---------------------------------- Title: --------------------------------- EXHIBIT C to Loan Agreement -4- D ASSIGNMENT AND ACCEPTANCE Dated: __________________ ---------- Reference is made to the Loan Agreement dated as of March ____30, 1999 2000 (as restated, amended, modified, supplemented and in effect from time to time, the "LOAN AGREEMENTLoan Agreement"), among HCC INSURANCE HOLDINGSOCEANEERING INTERNATIONAL, INC., a Delaware corporation (the "BORROWERBorrower"), the Lenders named therein, NATIONSBANKWellx Xxxgo Bank (Texas), N.A.N. A., as Documentation Administrative Agent, Lead Arranger and XXXXX FARGO BANK (TEXAS), NATIONAL ASSOCIATION, as Agent Book Manager (the "AGENTAgent"). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Loan Agreement. This Assignment and Acceptance, between the Assignor (as defined and set forth on SCHEDULE Schedule I hereto and made a part hereof) and the Assignee (as defined and set forth on SCHEDULE Schedule I hereto and made a part hereof) is dated as of the Effective Date of Assignment (as set forth on SCHEDULE Schedule I hereto and made a part hereof).
1. The Assignor hereby irrevocably sells and assigns to the Assignee without recourse to the Assignor, and the Assignee hereby irrevocably purchases and assumes from the Assignor without recourse to the Assignor, as of the Effective Date, an undivided interest (the "ASSIGNED INTERESTAssigned Interest") in and to all the Assignor's rights and obligations under the Loan Agreement respecting those, and only those, credit facilities contained in the Loan Agreement as are set forth on SCHEDULE I (collectively, the "ASSIGNED FACILITIES," individually, an "ASSIGNED FACILITY")Agreement, in a principal amount for each Assigned Facility as set forth on SCHEDULE Schedule I.
2. The Assignor (i) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, other than that it is the legal and beneficial owner of the Assigned Interest and that the Assigned Interest is free and clear of any adverse claim; (ii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or its Subsidiaries or the performance or observance by the Borrower or its Subsidiaries of any of its respective obligations under the Loan Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto; and (iii) attaches the Note(s) held by it evidencing the Assigned Facility or Facilities, as the case may be, assigned and requests that the Agent exchange such Note(s) for a new Note or Notes payable to the Assignor (if the Assignor has retained any interest in the Loansinterest) and a new Note or Notes payable to the Assignee EXHIBIT D to Loan Agreement in the respective amounts which reflect the assignment being made hereby (and after giving effect to any other assignments which have become effective on the Effective Date of Assignment).
3. The Assignee (i) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance; (ii) confirms that it has received a copy of the Loan Agreement, together with copies of the financial statements referred to in SECTION Section 6.2 thereof, or if later, the most recent financial statements delivered pursuant to SECTION Section 7.2 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis; (iii) agrees that it will, independently and without reliance upon 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 Loan Agreement; (iv) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Loan Agreement as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (v) agrees that it will be bound by the provisions of the Loan Agreement and will perform in accordance with its terms all the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender; (vi) if the Assignee is organized under the laws of a jurisdiction outside the United States, attaches the forms prescribed by the Internal Revenue Service of the United States certifying as to the Assignee's exemption from United States withholding taxes with respect to all payments to be made to the Assignee under the Loan Agreement or such other documents as are necessary to indicate that all such payments are subject to such tax at a rate reduced by an applicable tax treaty, and (vii) has supplied the information requested on the administrative questionnaire provided by Agent.
4. Following the execution of this Assignment and Acceptance, it will be delivered to the Agent for acceptance by it and the Borrower and recording by the Agent pursuant to SECTION Section 11.6 of the Loan Agreement, effective as of the Effective Date of Assignment (which Effective Date of Assignment shall, unless otherwise agreed to by the Agent, be at least five Business Days after the execution of this Assignment and Acceptance).
5. Upon such acceptance and recording, from and after the Effective Date of Assignment, the Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignee, whether such amounts have accrued prior to the Effective Date of Assignment or accrue subsequent to the Effective Date of Assignment. The Assignor and Assignee shall make all appropriate adjustments in payments for periods prior to the Effective Date of Assignment by the Agent or with respect to the making of this assignment directly between themselves. EXHIBIT D to Loan Agreement.
6. From and after the Effective Date of Assignment, (i) the Assignee shall be a party to the Loan Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder, and (ii) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights (except for its rights to be indemnified pursuant to Section 11.4 of the Loan Agreement) and be released from its obligations under the Loan Agreement.
7. THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.
Appears in 1 contract
Business Loans. Maker warrants and represents to Payee and all other holders of this note that all loans evidenced by this note are and will be for business, commercial, investment or other similar purpose and not primarily for personal, family, household or agricultural use, as such terms are used in Chapter 1D. HCC INSURANCE HOLDINGSthe Texas Finance Code. SOLARIS OILFIELD INFRASTRUCTURE, INC.LLC, a Delaware corporation limited liability company By: ___Name: Title: The undersigned hereby certifies that he or she is the ____________________________ Xxxxx X. Xxxxxxxxof SOLARIS OILFIELD INFRASTRUCTURE, Executive Vice President EXHIBIT C LLC, a Delaware limited liability company (the “Borrower”), and that as such he or she is authorized to Loan execute this Borrowing Base Certificate on behalf of the Borrower pursuant to the Credit Agreement -4- ASSIGNMENT AND ACCEPTANCE Dated(as it may be amended, supplemented or restated from time to time, the “Credit Agreement”) dated as of January 19, 2018, by and among the Borrower, WOODFOREST NATIONAL BANK, as Administrative Agent, and the Lenders therein named. The undersigned further certifies, represents and warrants that (i) Schedule 1 attached hereto sets forth a detailed calculation of Eligible Accounts, Eligible Inventory and the Borrowing Base, and (ii) to his or her knowledge, after due inquiry, that Schedule 1 has been duly completed and is true and correct in all material respects: Terms used herein with their initial letters capitalized which are not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement. Dated ________________, 20____. Reference is hereby made to the Credit Agreement dated as of January 19, 2018 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among SOLARIS OILFIELD INFRASTRUCTURE, LLC, a Delaware limited liability company (the “Borrower”), the Lenders named therein, and WOODFOREST NATIONAL BANK, as Administrative Agent. Pursuant to the provisions of Section 2.16 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished Administrative Agent and Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E or IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform Borrower and Administrative Agent and (2) the undersigned shall have at all times furnished Borrower and Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: ______________, 201____ Reference is hereby made to the Credit Agreement dated as of January 19, 2018 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among SOLARIS OILFIELD INFRASTRUCTURE, LLC, a Delaware limited liability company (the “Borrower”), the Lenders named therein, and WOODFOREST NATIONAL BANK, as Administrative Agent. Pursuant to the provisions of Section 2.16 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E or IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: _______________, 201____ Reference is hereby made to the Loan Credit Agreement dated as of March ____January 19, 1999 2018 (as restated, amended, modified, supplemented and in effect or otherwise modified from time to time, the "LOAN AGREEMENTCredit Agreement"), among HCC INSURANCE HOLDINGSSOLARIS OILFIELD INFRASTRUCTURE, INC.LLC, a Delaware corporation limited liability company (the "BORROWER"“Borrower”), the Lenders named therein, NATIONSBANK, N.A.and WOODFOREST NATIONAL BANK, as Documentation Administrative Agent. Pursuant to the provisions of Section 2.16 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Code, and XXXXX FARGO BANK (TEXAS)v) none of its direct or indirect partners/members is a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN-E or IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN-E or IRS Form W-8BEN from each of such partner's/member's beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, NATIONAL ASSOCIATIONthe undersigned agrees that (1) if the information provided on this certificate changes, as Agent the undersigned shall promptly so inform such Lender and (2) the "AGENT")undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Capitalized Unless otherwise defined herein, terms defined in the Credit Agreement and used herein and not otherwise defined shall have the meanings assigned given to such terms them in the Loan Credit Agreement. This Assignment and Acceptance[NAME OF PARTICPANT] By: Name: Title: Date: ______________, between 201____ Reference is hereby made to the Assignor (as defined and set forth on SCHEDULE I hereto and made a part hereof) and the Assignee (as defined and set forth on SCHEDULE I hereto and made a part hereof) is Credit Agreement dated as of the Effective Date of Assignment January 19, 2018 (as set forth on SCHEDULE I hereto and made a part hereof).
1. The Assignor hereby irrevocably sells and assigns amended, supplemented or otherwise modified from time to the Assignee without recourse to the Assignor, and the Assignee hereby irrevocably purchases and assumes from the Assignor without recourse to the Assignor, as of the Effective Date, an undivided interest (the "ASSIGNED INTEREST") in and to all the Assignor's rights and obligations under the Loan Agreement respecting those, and only those, credit facilities contained in the Loan Agreement as are set forth on SCHEDULE I (collectivelytime, the "ASSIGNED FACILITIES," individually, an "ASSIGNED FACILITYCredit Agreement"), in among SOLARIS OILFIELD INFRASTRUCTURE, LLC, a principal amount for each Assigned Facility Delaware limited liability company (the “Borrower”), the Lenders named therein, and WOODFOREST NATIONAL BANK, as set forth on SCHEDULE I.
2Administrative Agent. The Assignor Pursuant to the provisions of Section 2.16 of the Credit Agreement, the undersigned hereby certifies that (i) makes no representation it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or warranty and assumes no responsibility indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to any statements, warranties or representations made in or in connection with the Loan extension of credit pursuant to this Credit Agreement or any other Loan Document Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the execution, legality, validity, enforceability, genuineness, sufficiency ordinary course of its trade or value business within the meaning of Section 881(c)(3)(A) of the Loan AgreementCode, any other Loan Document (iv) none of its direct or any other instrument or document furnished pursuant thereto, other than that it indirect partners/members is a ten percent shareholder of Borrower within the legal and beneficial owner meaning of Section 871(h)(3)(B) of the Assigned Interest Code, and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished Administrative Agent and Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the Assigned Interest is free and clear of any adverse claim; portfolio interest exemption: (i) an IRS Form W-8BEN-E or (ii) makes no representation an IRS Form W-8IMY accompanied by an IRS Form W-8BEN-E or warranty and assumes no responsibility with respect to IRS Form W-8BEN from each of such partner's/member's beneficial owners that is claiming the financial condition of Borrower or its Subsidiaries or the performance or observance by the Borrower or its Subsidiaries of any of its respective obligations under the Loan Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto; and (iii) attaches the Note(s) held by it evidencing the Assigned Facility or Facilities, as the case may be, assigned and requests that the Agent exchange such Note(s) for a new Note or Notes payable to the Assignor (if the Assignor has retained any portfolio interest in the Loans) and a new Note or Notes payable to the Assignee EXHIBIT D to Loan Agreement in the respective amounts which reflect the assignment being made hereby (and after giving effect to any other assignments which have become effective on the Effective Date of Assignment).
3exemption. The Assignee (i) represents and warrants that it is legally authorized to enter into By executing this Assignment and Acceptance; (ii) confirms that it has received a copy of the Loan Agreement, together with copies of the financial statements referred to in SECTION 6.2 thereof, or if latercertificate, the most recent financial statements delivered pursuant to SECTION 7.2 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis; (iii) undersigned agrees that it will, independently and without reliance upon 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 Loan Agreement; (iv) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Loan Agreement as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (v) agrees that it will be bound by the provisions of the Loan Agreement and will perform in accordance with its terms all the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender; (vi1) if the Assignee information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is organized under the laws of a jurisdiction outside the United States, attaches the forms prescribed by the Internal Revenue Service of the United States certifying as to the Assignee's exemption from United States withholding taxes with respect to all payments to be made to the Assignee under the Loan Agreement undersigned, or such other documents as are necessary to indicate that all such payments are subject to such tax at a rate reduced by an applicable tax treaty, and (vii) has supplied the information requested on the administrative questionnaire provided by Agent.
4. Following the execution of this Assignment and Acceptance, it will be delivered to the Agent for acceptance by it and the Borrower and recording by the Agent pursuant to SECTION 11.6 in either of the Loan Agreementtwo calendar years preceding such payments. Unless otherwise defined herein, effective as of terms defined in the Effective Date of Assignment (which Effective Date of Assignment shall, unless otherwise agreed to by the Agent, be at least five Business Days after the execution of this Assignment Credit Agreement and Acceptance).
5. Upon such acceptance and recording, from and after the Effective Date of Assignment, the Agent used herein shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignee, whether such amounts have accrued prior to the Effective Date of Assignment or accrue subsequent to the Effective Date of Assignment. The Assignor and Assignee shall make all appropriate adjustments in payments for periods prior to the Effective Date of Assignment by the Agent or with respect to the making of this assignment directly between themselves. EXHIBIT D to Loan Agreement
6. From and after the Effective Date of Assignment, (i) the Assignee shall be a party to the Loan Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereundermeanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: ______________, and (ii) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Agreement.
7. THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.201____
Appears in 1 contract
Samples: Credit Agreement (Solaris Oilfield Infrastructure, Inc.)
Business Loans. Maker warrants and represents to Payee and all other holders of this note that all loans evidenced by this note are and will be for business, commercial, investment or other similar purpose and not primarily for personal, family, household or agricultural use, as such terms are used in Chapter 1D. HCC INSURANCE HOLDINGSOne. CONSOLIDATED GRAPHICS, INC., a Delaware Texas corporation By: ______:_________________________ Xxxxx X. Xxxxxxxx, Executive Vice President EXHIBIT C to Loan Agreement -4- Name:_______________________ Title:______________________ ASSIGNMENT AND ACCEPTANCE Dated: :___________________ Reference is made to the Loan Agreement dated as of March June _____, 1999 1997 (as restated, amended, modified, supplemented and in effect from time to time, the "LOAN AGREEMENT"), among HCC INSURANCE HOLDINGSCONSOLIDATED GRAPHICS, INC., a Delaware Texas corporation (the "BORROWERCOMPANY"), the Lenders named therein, NATIONSBANKBankOne Texas, N.A., as Documentation Co-Agent, and XXXXX FARGO BANK (TEXAS), NATIONAL ASSOCIATIONTexas Commerce Bank National Association, as Agent (the "AGENT"). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Loan Agreement. This Assignment and Acceptance, between the Assignor (as defined and set forth on SCHEDULE I hereto and made a part hereof) and the Assignee (as defined and set forth on SCHEDULE I hereto and made a part hereof) is dated as of the Effective Date of Assignment (as set forth on SCHEDULE I hereto and made a part hereof).
1. The Assignor hereby irrevocably sells and assigns to the Assignee without recourse to the Assignor, and the Assignee hereby irrevocably purchases and assumes from the Assignor without recourse to the Assignor, as of the Effective Date, an undivided interest (the "ASSIGNED INTEREST") in and to all the Assignor's rights and obligations under the Loan Agreement respecting those, and only those, credit facilities contained in the Loan Agreement as are set forth on SCHEDULE I (collectively, the "ASSIGNED FACILITIES," individually, an "ASSIGNED FACILITY"), in a principal amount for each Assigned Facility as set forth on SCHEDULE I.
2. The Assignor (i) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, other than that it is the legal and beneficial owner of the Assigned Interest interest being assigned by it hereunder and that the Assigned Interest such interest is free and clear of any adverse claim; (ii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower the Company or its Subsidiaries or the performance or observance by the Borrower Company or its Subsidiaries of any of its respective obligations under the Loan Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto; and (iii) attaches the Note(s) held by it evidencing the Assigned Facility or Facilities, as the case may be, assigned and requests that the Agent exchange such Note(s) for a new Note or Notes payable to the Assignor (if the Assignor has retained any interest in the LoansAssigned Facility or Facilities) and a new Note or Notes payable to the Assignee EXHIBIT D to Loan Agreement in the respective amounts which reflect the assignment being made hereby EXHIBIT D to Loan Agreement (and after giving effect to any other assignments which have become effective on the Effective Date of AssignmentDate).
3. The Assignee (i) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance; (ii) confirms that it has received a copy of the Loan Agreement, together with copies of the financial statements referred to in SECTION 6.2 thereof, or if later, the most recent financial statements delivered pursuant to SECTION 7.2 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis; (iii) agrees that it will, independently and without reliance upon 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 Loan Agreement; (iv) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Loan Agreement as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (v) agrees that it will be bound by the provisions of the Loan Agreement and will perform in accordance with its terms all the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender; (vi) if the Assignee is organized under the laws of a jurisdiction outside the United States, attaches the forms prescribed by the Internal Revenue Service of the United States certifying as to the Assignee's exemption from United States withholding taxes with respect to all payments to be made to the Assignee under the Loan Agreement or such other documents as are necessary to indicate that all such payments are subject to such tax at a rate reduced by an applicable tax treaty, and (vii) has supplied the information requested on the administrative questionnaire provided by Agent.attached hereto as EXHIBIT A.
4. Following the execution of this Assignment and Acceptance, it will be delivered to the Agent for acceptance by it and the Borrower Company and recording by the Agent pursuant to SECTION 11.6 of the Loan Agreement, effective as of the Effective Date of Assignment (which Effective Date of Assignment shall, unless otherwise agreed to by the Agent, be at least five Business Days after the execution of this Assignment and Acceptance).
5. Upon such acceptance and recording, from and after the Effective Date of Assignment, the Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignee, whether such amounts have accrued prior to the Effective Date of Assignment or accrue subsequent to the Effective Date of Assignment. The Assignor and Assignee shall make all appropriate adjustments in payments for periods prior to the Effective Date of Assignment by the Agent or with respect to the making of this assignment directly between themselves. EXHIBIT D to Loan Agreement
6. From and after the Effective Date of Assignment, (i) the Assignee shall be a party to the Loan Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder, and (ii) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Agreement.
7. THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.
Appears in 1 contract
Business Loans. Maker warrants and represents to Payee and all other holders of this note that all loans evidenced by this note are and will be for business, commercial, investment or other similar purpose and not primarily for personal, family, household or agricultural use, as such terms are used in Chapter 1D. HCC INSURANCE HOLDINGSOne. INNOVATIVE VALVE TECHNOLOGIES, INC., a Delaware corporation By: :_________________________________ Xxxxx X. Xxxxxxxx, Executive Vice President EXHIBIT C to Loan Agreement -4- ASSIGNMENT AND ACCEPTANCE Dated: Name:_______________________________ Title:______________________________ ASSIGNMENT AND ACCEPTANCE Dated:_____________ Reference is made to the Loan Agreement dated as of March October _____, 1999 1997 (as restated, amended, modified, supplemented and in effect from time to time, the "LOAN AGREEMENT"), among HCC INSURANCE HOLDINGSINNOVATIVE VALVE TECHNOLOGIES, INC., a Delaware corporation (the "BORROWERCOMPANY"), the Lenders named therein, NATIONSBANK, N.A., as Documentation Agent, therein and XXXXX FARGO BANK (TEXAS), NATIONAL ASSOCIATIONTexas Commerce Bank National Association, as Agent (the "AGENT"). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Loan Agreement. This Assignment and Acceptance, between the Assignor (as defined and set forth on SCHEDULE I hereto and made a part hereof) and the Assignee (as defined and set forth on SCHEDULE I hereto and made a part hereof) is dated as of the Effective Date of Assignment (as set forth on SCHEDULE I hereto and made a part hereof).
1. The Assignor hereby irrevocably sells and assigns to the Assignee without recourse to the Assignor, and the Assignee hereby irrevocably purchases and assumes from the Assignor without recourse to the Assignor, as of the Effective Date, an undivided interest (the "ASSIGNED INTEREST") in and to all the Assignor's rights and obligations under the Loan Agreement respecting those, and only those, credit facilities contained in the Loan Agreement as are set forth on SCHEDULE I (collectively, the "ASSIGNED FACILITIES," individually, an "ASSIGNED FACILITY"), in a principal amount for each Assigned Facility as set forth on SCHEDULE I.
2. The Assignor (i) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, other than that it is the legal and beneficial owner of the Assigned Interest interest being assigned by it hereunder and that the Assigned Interest such interest is free and clear of any adverse claim; (ii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower the Company or its Subsidiaries or the performance or observance by the Borrower Company or its Subsidiaries of any of its respective obligations under the Loan Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto; and (iii) attaches the Note(s) held by it evidencing the Assigned Facility or Facilities, as the case may be, assigned and requests that the Agent exchange such Note(s) for a new Note or Notes payable to the Assignor (if the Assignor has retained any interest in the LoansAssigned Facility or Facilities) and a new Note or Notes payable to the Assignee EXHIBIT D to Loan Agreement in the respective amounts which reflect the assignment being made hereby EXHIBIT D to Loan Agreement (and after giving effect to any other assignments which have become effective on the Effective Date of AssignmentDate).
3. The Assignee (i) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance; (ii) confirms that it has received a copy of the Loan Agreement, together with copies of the financial statements referred to in SECTION 6.2 thereof, or if later, the most recent financial statements delivered pursuant to SECTION 7.2 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis; (iii) agrees that it will, independently and without reliance upon 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 Loan Agreement; (iv) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Loan Agreement as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (v) agrees that it will be bound by the provisions of the Loan Agreement and will perform in accordance with its terms all the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender; (vi) if the Assignee is organized under the laws of a jurisdiction outside the United States, attaches the forms prescribed by the Internal Revenue Service of the United States certifying as to the Assignee's exemption from United States withholding taxes with respect to all payments to be made to the Assignee under the Loan Agreement or such other documents as are necessary to indicate that all such payments are subject to such tax at a rate reduced by an applicable tax treaty, and (vii) has supplied the information requested on the administrative questionnaire provided by Agent.attached hereto as EXHIBIT A.
4. Following the execution of this Assignment and Acceptance, it will be delivered to the Agent for acceptance by it and the Borrower Company and recording by the Agent pursuant to SECTION 11.6 of the Loan Agreement, effective as of the Effective Date of Assignment (which Effective Date of Assignment shall, unless otherwise agreed to by the Agent, be at least five Business Days after the execution of this Assignment and Acceptance).
5. Upon such acceptance and recording, from and after the Effective Date of Assignment, the Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignee, whether such amounts have accrued prior to the Effective Date of Assignment or accrue subsequent to the Effective Date of Assignment. The Assignor and Assignee shall make all appropriate adjustments in payments for periods prior to the Effective Date of Assignment by the Agent or with respect to the making of this assignment directly between themselves. EXHIBIT D to Loan Agreement
6. From and after the Effective Date of Assignment, (i) the Assignee shall be a party to the Loan Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder, and (ii) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Agreement.
7. THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.
Appears in 1 contract
