Common use of Assignments, Etc Clause in Contracts

Assignments, Etc. On the Amendment No. 1 Effective Date and immediately preceding the effectiveness of this Amendment, (x) all Lenders under the Credit Agreement that are not Consenting Lenders shall be replaced with one or more Lenders party hereto pursuant to Section 10.13 of the Credit Agreement and (y) all applicable Lenders party hereto shall be deemed to have assigned or assumed certain amounts of Commitments pursuant to the Credit Agreement, in each case such that immediately after the effectiveness of this Amendment, the allocations of the Commitments are as set forth as Exhibit B hereto. From and after the Amendment No. 1 Effective Date, each Lender party hereto that is not a Consenting Lender (each, a “New Lender”) shall become party to the Amended Credit Agreement as a “Lender” and shall have all of the rights and obligations of a “Lender” under the Amended Credit Agreement and the other Loan Documents (as amended hereby). Each New Lender hereby (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Amended Credit Agreement, (ii) it meets all the requirements to be an assignee under the Credit Agreement, (iii) from and after the Amendment No. 1 Effective Date, it shall be bound by the provisions of the Amended Credit Agreement as a Lender thereunder and, to the extent of its Commitments set forth on Schedule 2.01 hereto, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the interest assigned hereby and either it, or the Person exercising discretion in making its decision to acquire such interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement and the Amended Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Amendment and to purchase such interest, (vi) 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 Amendment and to purchase such interest, and (vii) if it is a Foreign Lender, attached to its signature hereto is any documentation required to be delivered by it pursuant to the terms of the Amended Credit Agreement, duly completed and executed by such New Lender; and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignments, Etc. On This Commitment Letter and the Amendment No. 1 Effective Date Fee Letter (and immediately preceding your rights and obligations hereunder and thereunder) shall not be assignable by you without the effectiveness prior written consent of this Amendmenteach Agent (and any attempted assignment without such consent shall be null and void), are intended to be solely for the benefit of the parties hereto and thereto (x) all Lenders under the Credit Agreement that and Indemnified Persons), are not Consenting Lenders shall intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto and thereto (and Indemnified Persons) and may not be replaced with relied upon by any person or entity other than you and the other parties hereto and thereto (and Indemnified Persons). Each Initial Lender may assign its commitment hereunder to one or more prospective Lenders party hereto pursuant in consultation with you; provided that, except with respect to Section 10.13 assignments to an Additional Agent as contemplated above, (a) no Initial Lender shall be relieved or novated from any of its obligations hereunder (including its obligation to fund the Senior Secured Credit Facilities on the Closing Date) in connection with any syndication, assignment or participation of the Senior Secured Credit Agreement Facilities, including its commitments in respect thereof, until the initial funding of the Senior Secured Credit Facilities on the Closing Date, (b) no assignment or novation shall become effective (as between you and an Initial Lender) with respect to all or any portion of any Initial Lender’s commitments in respect of the Senior Secured Credit Facilities until the initial funding of the Senior Secured Credit Facilities on the Closing Date, and (yc) all applicable Lenders party hereto shall be deemed to have assigned or assumed certain amounts of Commitments pursuant to the Credit Agreement, unless you agree in each case such that immediately after the effectiveness of this Amendment, the allocations of the Commitments are as set forth as Exhibit B hereto. From and after the Amendment No. 1 Effective Datewriting, each Initial Lender party hereto that is not a Consenting Lender (each, a “New Lender”) shall become party to the Amended Credit Agreement as a “Lender” and shall have retain exclusive control over all of the rights and obligations of a “Lender” under the Amended Credit Agreement and the other Loan Documents (as amended hereby). Each New Lender hereby (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Amended Credit Agreement, (ii) it meets all the requirements to be an assignee under the Credit Agreement, (iii) from and after the Amendment No. 1 Effective Date, it shall be bound by the provisions of the Amended Credit Agreement as a Lender thereunder and, to the extent of its Commitments set forth on Schedule 2.01 hereto, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets its commitments in respect of the type represented applicable Senior Secured Credit Facilities, including all rights with respect to consents, modifications, supplements and amendments, until the Closing Date has occurred. Any and all obligations of, and services to be provided by, any Agent hereunder (including, without limitation, the commitment of any Initial Lender) may be performed, and any and all rights of any Agent hereunder may be exercised, by or through any of its affiliates or branches; provided that with respect to the interest assigned hereby commitments under the Senior Secured Credit Facilities, any assignments thereof to an affiliate will not relieve the Agents (including in their capacities as Initial Lenders) from any of their obligations hereunder unless and either it, or until such affiliate shall have funded the Person exercising discretion in making its decision to acquire such interest, is experienced in acquiring assets of such type, (v) it has received a copy portion of the Credit Agreement and the Amended Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Amendment and to purchase such interest, (vi) 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 Amendment and to purchase such interest, and (vii) if it is a Foreign Lender, attached to its signature hereto is any documentation required to be delivered by it pursuant to the terms of the Amended Credit Agreement, duly completed and executed by such New Lender; and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lendercommitment so assigned.