The Assignee. (a) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 6.01 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption; (b) agrees that it will, independently and without reliance upon the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (c) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (d) agrees that it will perform in accordance with their terms all of the obligations which, by the terms of the Credit Agreement, are required to be performed by it as a Lender; (e) specifies as its lending office (and address for notices) the office set forth beneath its name on the signature pages hereof; (f) agrees that, if the Assignee is a Foreign Lender entitled to an exemption from, or reduction of, withholding tax under the law of the jurisdiction in which the applicable Loan Party is resident for tax purposes, it shall deliver to the Loan Parties and the Administrative Agent (in such number of copies as shall be requested by the recipient) whichever of the following is applicable: (i) duly completed copies of Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party, (ii) duly completed copies of Internal Revenue Service Form W-8ECI, (iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (A) a certificate to the effect that such Foreign Lender is not (1) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the Loan Parties within the meaning of section 881(c)(3)(B) of the Code, or (3) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and (B) duly completed copies of Internal Revenue Service Form W-8BEN, or (iv) any other form prescribed by applicable law as a basis for claiming exemption from, or a reduction in, United States Feder...
The Assignee. 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 most recently required to have been delivered under Section 6.3 of the Loan Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance, (iii) agrees that it will, independently and without reliance upon the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Agreement, (iv) confirms that it is an Eligible Assignee or commercial bank, in either case whose total assets exceed Five Hundred Million and No/100 Dollars ($500,000,000.00), (v) appoints and authorizes the Administrative Agent to take such actions as agent on its behalf under the Loan Agreement and the other Loan Documents, and to exercise such powers and to perform such duties, as are specifically delegated to the Administrative Agent by the terms thereof, together with such other powers and duties as are reasonably incidental thereto, and (vi) agrees that it will perform in accordance with their respective terms all of the obligations that by the terms of the Loan Agreement are required to be performed by it as a Lender. [To the extent legally entitled to do so, the Assignee will deliver to the Administrative Agent, as and when required by the Administrative Agent, duly completed and executed originals of any and all applicable tax withholding forms].
The Assignee. The Assignee (a) confirms that it has received a copy of the Facilities Papers, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this A&A Agreement; (b) 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 Facilities Papers; (c) appoints and authorizes the Agent to take such action as Agent on behalf of the Assignee and to exercise such powers under the Facilities Papers as are delegated to the Agent by its terms, together with such powers as are reasonably incidental thereto; (d) represents and warrants that it is an Eligible Assignee and (e) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Facilities Papers are required to be performed by it as a Lender.
The Assignee. (a) represents and warrants that it is an Eligible Assignee;
(b) confirms that it has received a copy of the Credit Agreement, together with copies of such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter this Assignment and Acceptance;
(c) agrees that it will, independently and without reliance upon the Administrative Agent, the Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any other Credit Documents;
(d) appoints and authorizes the Administrative Agent to take such action as administrative agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and
(e) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Credit Documents are required to be performed by a Lender.
The Assignee. THE ASSIGNEE (A) CONFIRMS THAT IT HAS RECEIVED A COPY OF THE CREDIT DOCUMENTS, TOGETHER WITH SUCH OTHER DOCUMENTS AND INFORMATION AS IT HAS DEEMED APPROPRIATE TO MAKE ITS OWN CREDIT ANALYSIS AND DECISION TO ENTER INTO THIS AGREEMENT; (B) AGREES THAT IT WILL, INDEPENDENTLY AND WITHOUT RELIANCE UPON THE ADMINISTRATIVE AGENT, THE OTHER AGENTS, THE ASSIGNOR OR ANY OTHER LENDER AND BASED ON SUCH DOCUMENTS AND INFORMATION AS IT SHALL DEEM APPROPRIATE AT THE TIME, CONTINUE TO MAKE ITS OWN CREDIT DECISIONS IN TAKING OR NOT TAKING ACTION UNDER THE CREDIT DOCUMENTS; (C) APPOINTS AND AUTHORIZES THE ADMINISTRATIVE AGENT TO TAKE SUCH ACTION ON BEHALF OF THE ASSIGNEE AND TO EXERCISE SUCH POWERS UNDER THE CREDIT DOCUMENTS AS ARE DELEGATED TO THE ADMINISTRATIVE AGENT BY THE TERMS THEREOF, TOGETHER WITH SUCH POWERS AS ARE REASONABLY INCIDENTAL THERETO; AND (D) AGREES THAT IT WILL PERFORM IN ACCORDANCE WITH THEIR TERMS ALL OF THE OBLIGATIONS WHICH BY THE TERMS OF THE CREDIT DOCUMENTS ARE REQUIRED TO BE PERFORMED BY IT AS A LENDER. IF THE ASSIGNEE IS ORGANIZED UNDER THE LAWS OF ANY JURISDICTION OTHER THAN THE UNITED STATES OF AMERICA OR ANY STATE THEREOF, THE ASSIGNEE HEREBY (A) FURNISHES TO THE ASSIGNOR, THE ADMINISTRATIVE AGENT AND THE COMPANY THE FORMS REQUIRED BY SECTION 10.10(D) OF THE CREDIT AGREEMENT, EITHER U.S. INTERNAL REVENUE SERVICE FORM W-8 BEN OR U.S. INTERNAL REVENUE SERVICE FORM W-8 ECI (WHEREIN THE ASSIGNEE CLAIMS ENTITLEMENT TO COMPLETE EXEMPTION FROM U.S. FEDERAL WITHHOLDING TAX ON ALL INTEREST PAYMENTS UNDER THE CREDIT DOCUMENTS), AND (B) AGREES FOR THE BENEFIT OF THE ASSIGNOR, THE ADMINISTRATIVE AGENT AND THE COMPANY TO PROVIDE THE ASSIGNOR, THE ADMINISTRATIVE AGENT AND THE COMPANY FROM TIME TO TIME NEW FORMS AS REQUIRED BY SECTIONS 10.10(D)(III) AND 3.3(B) OF THE CREDIT AGREEMENT, AND TO COMPLY FROM TIME TO TIME WITH ALL APPLICABLE U.S. LAWS AND REGULATIONS WITH REGARD TO SUCH WITHHOLDING TAX EXEMPTION.
The Assignee. As of the Effective Date, the Assignee: (a) acknowledges and represents and warrants that it contacted the Assignor and initiated discussions and negotiations with respect to the assignment of the Assigned Note Interest and the Assigned Warrant Interests; (b) represents and warrants that the Assignee is legally authorized to enter into this Assignment and Acceptance and that this Assignment and Acceptance constitutes the legal, valid and binding obligation of the Assignee, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws which affect the enforcement of creditors' rights in general and the availability of equitable remedies; (c) represents and warrants that the Assignee was not formed, and is not being utilized, primarily for the purpose of making an investment in the Borrower and Holdings; (d) confirms that the Assignee has received a copy of the Bridge Loan Agreement and the other Bridge Loan Documents, together with copies of the financial statements and related certificates of Holdings and its Subsidiaries most recently required to have been delivered under Sections 7.01 and 7.02 of the Bridge Loan Agreement and such other documents and information as the Assignee has reasonably deemed appropriate to make its own investment analysis and decision to enter into this Assignment and Acceptance; (e) agrees that it will, independently and without reliance upon the Assignor, and based on such documents and information as it shall deem appropriate at the time, continue to make its own investment decisions in taking or not taking action under the Bridge Loan Agreement or the other Bridge Loan Documents; (f) agrees to execute such documents as are required to become a party to and join the Bridge Loan Agreement and other Bridge Loan Documents as a Lender and holder of the Bridge Notes and the Warrants thereunder (including without limitation the provisions pursuant to which consents, waivers and other actions in respect of the Bridge Notes and the Warrants are to be taken by the holders of less than all of the Bridge Notes or the Warrants, which actions shall be binding on all holders of the Bridge Notes or the Warrants); (g) agrees to perform in accordance with their respective terms all of the obligations that by the terms of the Bridge Loan Agreement and other Bridge Loan Documents are required to be performed by...
The Assignee. The Assignee (a) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in the Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (b) agrees that it will, independently and without reliance upon the Agent, the Assignor or any other Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents; (c) appoints and authorizes the Agent to take such action as agent on behalf of the Assignee and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (d) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Bank.
The Assignee. (i) represents and warrants that it is legally authorized to enter into this Assignment and Assumption; (ii) confirms that it has received a copy of the Agreement, together with copies of the financial statements delivered pursuant to Section 3.1 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption; (iii) agrees that it will, independently and without reliance upon the Assignor, the Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Agreement or any other instrument or document furnished pursuant hereto or thereto; (iv) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Agreement or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agent by the terms thereof, together with such powers as are incidental thereto; and (v) agrees that it will be bound by the provisions of the Agreement and will perform in accordance with its terms all the obligations that by the terms of the Agreement are required to be performed by it as a Lender including, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to subsection 2.12(b) of the Agreement to deliver 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 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.
The Assignee. 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 Credit Agreement, together with copies of the financial statements most recently required
