Representations of Assignee. Assignee makes and confirms to the Agent, Assignor and the other Lenders all of the representations, warranties and covenants of a Lender under Articles 14 and 18 of the Credit Agreement. Without limiting the foregoing, Assignee # represents and warrants that it is legally authorized to, and has full power and authority to, enter into this Agreement and perform its obligations under this Agreement; # confirms that it has received copies of such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; # agrees that it has and will, independently and without reliance upon Assignor, any other Lender or the Agent and based upon such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in evaluating the Loans, the Loan Documents, the creditworthiness of the Borrower and the value of the assets of the Borrower, and taking or not taking action under the Loan Documents; # appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers as are reasonably incidental thereto pursuant to the terms of the Loan Documents; # agrees that, by this Assignment, Assignee has become a party to and will perform in accordance with their terms all the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender; # represents and warrants that Assignee does not control, is not controlled by, is not under common control with and is otherwise free from influence or control by, the Borrower or Guarantor, # represents and warrants that Assignee is subject to control, regulation or examination by a state or federal regulatory agency, # represents that it is an Eligible Assignee, and # agrees that if Assignee is not incorporated under the laws of the United States of America or any State, it has on or prior to the date hereof delivered to Borrower and Agent certification as to its exemption (or lack thereof) from deduction or withholding of any United States federal income taxes. Assignee agrees that Borrower may rely on the representation contained in Section 4.1.
Representations of Assignee. Assignee makes and confirms to the Agent, Assignor and the other Lenders all of the representations, warranties and covenants of a Lender under Articles 14 and 18 of the Credit Agreement. Without limiting the foregoing, Assignee # represents and warrants that it is legally authorized to, and has full power and authority to,to enter into this AgreementAssignment and perform its obligations under this Agreement;Acceptance; # confirms that it has received copies of the Credit Agreement and such documentsother Loan Documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement;Assignment and Acceptance; # agrees that it has and will,shall, independently and without reliance upon Assignor, any other Lender or the AgentAssignor and based uponon such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in evaluating the Loans, the Loan Documents, the creditworthiness of the Borrower and the value of the assets of the Borrower, and taking or not taking action under the Loan Documents; # confirms that it is an Eligible Assignee; # appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement as are reasonably incidental thereto pursuantdelegated to the terms of the Loan Documents; # agrees that, by this Assignment, Assignee has become a party to and will perform in accordance with their terms all the obligations whichAgent by the terms of the Loan Documentsthereof, together with such powers as are incidental thereto; # agrees that it will observe and perform all obligations that are required to be performed by it as a Lender;“Lender” under the Loan Documents; and # represents and warrants that Assignee doesthe assignment evidenced hereby will not control, is not controlled by, is notresult in a non-exempt “prohibited transaction” under common control with and is otherwise free from influence or control by, the Borrower or Guarantor, # represents and warrants that Assignee is subject to control, regulation or examination by a state or federal regulatory agency, # represents that it is an Eligible Assignee, and # agrees that if Assignee is not incorporated under the laws[Section 406] of the United States of America or any State, it has on or prior to the date hereof delivered to Borrower and Agent certification as to its exemption (or lack thereof) from deduction or withholding of any United States federal income taxes. Assignee agrees that Borrower may rely on the representation contained in Section 4.1.ERISA.
Representations of Assignee. Assignee makes and confirms to the Agent, Assignor and the other Lenders all of the representations, warranties and covenants of a Lender under Articles 14 and 18 of the Credit Agreement. Without limiting the foregoing,The Assignee # represents and warrants that # it is legally authorized to, and has full power and authority to, enter intoauthority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, # it satisfies the requirements, if any, specified in the Credit Agreement and perform itsunder applicable law that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, # from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations under this Agreement;of a Lender thereunder, # confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.1 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement;Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Agent, Assignor or any other Lender or any of their respective Related Parties, # if it is a Foreign Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee and # it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring asset of such type; and # agrees that # it has and will, independently and without reliance upon Assignor,on the Agent, the Assignor or any other Lender or the Agentany of their respective Related Parties, and based uponon such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in evaluating the Loans, the Loan Documents, the creditworthiness of the Borrower and the value of the assets of the Borrower, and taking or not taking action under the Loan Documents;Documents, and # appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers as are reasonably incidental thereto pursuant to the terms of the Loan Documents; # agrees that, by this Assignment, Assignee has become a party to andit will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender; # represents and warrants that Assignee does not control, is not controlled by, is not under common control with and is otherwise free from influence or control by, the Borrower or Guarantor, # represents and warrants that Assignee is subject to control, regulation or examination by a state or federal regulatory agency, # represents that it is an Eligible Assignee, and # agrees that if Assignee is not incorporated under the laws of the United States of America or any State, it has on or prior to the date hereof delivered to Borrower and Agent certification as to its exemption (or lack thereof) from deduction or withholding of any United States federal income taxes. Assignee agrees that Borrower may rely on the representation contained in Section 4.1.Lender.
Representations of Assignee. Assignee makes and confirms to the Agent, Assignor and the other Lenders all of the representations, warranties and covenants of a Lender under Articles 14 and 18 of the Credit Agreement. Without limiting the foregoing,The Assignee # represents and warrants that # it is legally authorized to, and has full power and authority to, enter intoauthority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, # it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and perform itsbecome a Lender, # from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations under this Agreement;of a Lender thereunder, # confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.1 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement;Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Agent or any other Lender, and # if it is a Foreign Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and # agrees that # it has and will, independently and without reliance upon Assignor,on the Agent, the Assignor or any other Lender or the AgentLender, and based uponon such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in evaluating the Loans, the Loan Documents, the creditworthiness of the Borrower and the value of the assets of the Borrower, and taking or not taking action under the Loan Documents;Documents, and # appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers as are reasonably incidental thereto pursuant to the terms of the Loan Documents; # agrees that, by this Assignment, Assignee has become a party to andit will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender; # represents and warrants that Assignee does not control, is not controlled by, is not under common control with and is otherwise free from influence or control by, the Borrower or Guarantor, # represents and warrants that Assignee is subject to control, regulation or examination by a state or federal regulatory agency, # represents that it is an Eligible Assignee, and # agrees that if Assignee is not incorporated under the laws of the United States of America or any State, it has on or prior to the date hereof delivered to Borrower and Agent certification as to its exemption (or lack thereof) from deduction or withholding of any United States federal income taxes. Assignee agrees that Borrower may rely on the representation contained in Section 4.1.Lender.
Representations of Assignee. Assignee makes and confirms to the Agent, Assignor and the other Lenders all of the representations, warranties and covenants of a Lender under Articles 14 and 18 of the Credit Agreement. Without limiting the foregoing,The Assignee # represents and warrants that # it is legally authorized to, and has full power and authority to, enter intoauthority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, # it meets all the requirements to be an assignee under [Section 8.07(b)(iii), (v) and (vi)])])] of the Credit Agreement (subject to such consents, if any, as may be required under [Section 8.07(b)(iii)] of the Credit Agreement), # from and performafter the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, # it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its obligations under this Agreement;decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, # confirms that it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to [Section 5.01(i)] thereof, as applicable, and such other documents and information as it has deemeddeems appropriate to make its own credit analysis and decision to enter into this Agreement;Assignment and Assumption and to purchase the Assigned Interest, # it has, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest, and # if it is organized under the laws of a jurisdiction outside of the United States attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and # agrees that # it has and will, independently and without reliance upon Assignor,on the Agent, the Assignor or any other Lender or the AgentLender, and based uponon such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in evaluating the Loans, the Loan Documents, the creditworthiness of the Borrower and the value of the assets of the Borrower, and taking or not taking action under the Loan Documents;Credit Agreement, and # appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers as are reasonably incidental thereto pursuant to the terms of the Loan Documents; # agrees that, by this Assignment, Assignee has become a party to andit will perform in accordance with their terms all of the obligations which by the terms of the Loan DocumentsCredit Agreement are required to be performed by it as a Lender; # represents and warrants that Assignee does not control, is not controlled by, is not under common control with and is otherwise free from influence or control by, the Borrower or Guarantor, # represents and warrants that Assignee is subject to control, regulation or examination by a state or federal regulatory agency, # represents that it is an Eligible Assignee, and # agrees that if Assignee is not incorporated under the laws of the United States of America or any State, it has on or prior to the date hereof delivered to Borrower and Agent certification as to its exemption (or lack thereof) from deduction or withholding of any United States federal income taxes. Assignee agrees that Borrower may rely on the representation contained in Section 4.1.Lender.
Representations of Assignee.By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee makesthereunder confirm to and confirms to the Agent, Assignoragree with each other and the other Lenders all of the representations,parties hereto as follows: # other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties and covenants of a Lender under Articles 14 and 18 of the Credit Agreement. Without limiting the foregoing, Assignee # represents and warrants that it is legally authorized to, and has full power and authority to, enter intoor representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by Borrowers to Agent or any Lender in the Collateral; # such assigning Lender makes no representation or warranty and perform itsassumes no responsibility with respect to the financial condition of Borrowers or the performance or observance by Borrowers of any of their obligations under this Agreement;Agreement or any other Loan Document furnished pursuant hereto; # such Assignee confirms that it has received copiesa copy of this Agreement, 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;such Assignment and Acceptance; # agrees that it has andsuch Assignee will, independently and without reliance upon Assignor,Agent, such assigning Lender or any other Lender or the AgentLender, and based uponon such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in evaluating the Loans, the Loan Documents, the creditworthiness of the Borrower and the value of the assets of the Borrower, and taking or not taking action under the Loan Documents;this Agreement; # such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to Agent by the terms hereof, together with such powers, including the discretionary rights and incidental power, as are reasonably incidental thereto pursuant to the terms of the Loan Documents;thereto; # such Assignee agrees that, by this Assignment, Assignee has become a party to andthat it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documentsthis Agreement are required to be performed by it as a Lender; and # represents and warrants thatsuch Assignee does not control, is not controlled by, is not under common control with and is otherwise free from influence or control by, the Borrower or Guarantor, # represents and warrants that Assignee is subject to control, regulation or examination by a state or federal regulatory agency, # represents that it is an Eligible Assignee,Assignee and # agrees that if Assignee is not incorporated under the laws of the United States of America or any State, it has on or priora Person to the date hereof deliveredwhom Obligations may not be assigned pursuant to Borrower and Agent certification as to its exemption (or lack thereof) from deduction or withholding of any United States federal income taxes. Assignee agrees that Borrower may rely on the representation contained in Section 4.1.clause (i) below.
Representations of Assignee. Assignee makes and confirms to the Agent, Assignor and the other Lenders all of the representations, warranties and covenants of a Lender under Articles 14 and 18 of the Credit Agreement. Without limiting the foregoing,The Assignee # represents and warrants that # it is legally authorized to, and has full power and authority to, enter intoauthority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, # it is an Eligible Assignee and satisfies all the other requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and perform itsbecome a Lender, # from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations under this Agreement;of a Lender thereunder, # confirms that it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable, and such other documents and information as it has deemeddeems appropriate to make its own credit analysis and decision to enter into this Agreement;Assignment and to purchase the Assigned Interest, # it has experience and expertise in the making of or investing in commitments or loans such as the Assigned Interest, as the case may be, # it has, independently and without reliance upon [[Organization A:Organization]], the Arrangers, the Assignor or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decisions to enter into this Assignment and to purchase the Assigned Interest, # it has attached to this Assignment any tax documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including Section 2.16(f) thereof), duly completed and executed by the Assignee, # it will acquire the Assigned Interest for its own account in the ordinary course and without a view to distribution of the Assigned Interest within the meaning of the Securities Act or the Exchange Act or other United States federal securities laws (it being understood that, subject to the provisions of Section 9.04 of the Credit Agreement, the disposition of the Assigned Interest or any interests therein shall at all times remain within its exclusive control) and # agrees that # it has and will, independently and without reliance upon Assignor,on [[Organization A:Organization]], the Arrangers, the Assignor or any other Lender or the AgentLender, and based uponon such documents and information as it shall deem appropriate at thethat time, continue to make its own credit decisions in evaluating the Loans, the Loan Documents, the creditworthiness of the Borrower and the value of the assets of the Borrower, and taking or not taking action under theany Loan Documents;Document, and # appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers as are reasonably incidental thereto pursuant to the terms of the Loan Documents; # agrees that, by this Assignment, Assignee has become a party to andit will perform in accordance with their terms all of the obligations whichthat by the terms of the Loan Documents are required to be performed by it as a Lender; # represents and warrants that Assignee does not control, is not controlled by, is not under common control with and is otherwise free from influence or control by, the Borrower or Guarantor, # represents and warrants that Assignee is subject to control, regulation or examination by a state or federal regulatory agency, # represents that it is an Eligible Assignee, and # agrees that if Assignee is not incorporated under the laws of the United States of America or any State, it has on or prior to the date hereof delivered to Borrower and Agent certification as to its exemption (or lack thereof) from deduction or withholding of any United States federal income taxes. Assignee agrees that Borrower may rely on the representation contained in Section 4.1.Lender.
Representations of Assignee. Assignee makes and confirms to the Agent, Assignor and the other Lenders all of the representations, warranties and covenants of a Lender under Articles 14 and 18 of the Credit Agreement. Without limiting the foregoing,The Assignee # represents and warrants that # it is legally authorized to, and has full power and authority to, enter intoauthority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, # it meets all the requirements to be an assignee under Section 9.04 of the Credit Agreement (subject to such consents, if any, as may be required thereunder), # from and perform itsafter the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations under this Agreement;of a Lender thereunder, # confirms that it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable, and such other documents and information as it has deemeddeems appropriate to make its own credit analysis and decision to enter into this Agreement;Assignment and Assumption and to purchase the Assigned Interest, # it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest, and # if it is a Foreign Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and # agrees that # it has and will, independently and without reliance upon Assignor,on the Administrative Agent, the Assignor or any other Lender or the AgentLender, and based uponon such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in evaluating the Loans, the Loan Documents, the creditworthiness of the Borrower and the value of the assets of the Borrower, and taking or not taking action under the Loan Documents;Documents, and # appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers as are reasonably incidental thereto pursuant to the terms of the Loan Documents; # agrees that, by this Assignment, Assignee has become a party to andit will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender; # represents and warrants that Assignee does not control, is not controlled by, is not under common control with and is otherwise free from influence or control by, the Borrower or Guarantor, # represents and warrants that Assignee is subject to control, regulation or examination by a state or federal regulatory agency, # represents that it is an Eligible Assignee, and # agrees that if Assignee is not incorporated under the laws of the United States of America or any State, it has on or prior to the date hereof delivered to Borrower and Agent certification as to its exemption (or lack thereof) from deduction or withholding of any United States federal income taxes. Assignee agrees that Borrower may rely on the representation contained in Section 4.1.Lender.
Representations of Assignee. Assignee makes and confirms to the Agent, Assignor and the other Lenders all of the representations, warranties and covenants of a Lender under Articles 14 and 18 of the Credit Agreement. Without limiting the foregoing,The Assignee # represents and warrants that # it is legally authorized to, and has full power and authority to, enter intoauthority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, # it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and perform itsbecome a Lender, # from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations under this Agreement;of a Lender thereunder, # confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement;Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on [[Administrative Agent:Organization]] or any other Lender, and # if it is a Foreign Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and # agrees that # it has and will, independently and without reliance upon Assignor,on [[Administrative Agent:Organization]], the Assignor or any other Lender or the AgentLender, and based uponon such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in evaluating the Loans, the Loan Documents, the creditworthiness of the Borrower and the value of the assets of the Borrower, and taking or not taking action under the Loan Documents;Documents, and # appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers as are reasonably incidental thereto pursuant to the terms of the Loan Documents; # agrees that, by this Assignment, Assignee has become a party to andit will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender; # represents and warrants that Assignee does not control, is not controlled by, is not under common control with and is otherwise free from influence or control by, the Borrower or Guarantor, # represents and warrants that Assignee is subject to control, regulation or examination by a state or federal regulatory agency, # represents that it is an Eligible Assignee, and # agrees that if Assignee is not incorporated under the laws of the United States of America or any State, it has on or prior to the date hereof delivered to Borrower and Agent certification as to its exemption (or lack thereof) from deduction or withholding of any United States federal income taxes. Assignee agrees that Borrower may rely on the representation contained in Section 4.1.Lender.
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