Acknowledgment of Lenders. (a) Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent, any Joint Lead Arranger, any Co-Syndication Agent, any Co-Documentation Agent or any other Lender and based on the financial statements referred to in Section 4.01 and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent, any Joint Lead Arranger, any Co-Syndication Agent, any Co-Documentation 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 this Agreement.
(i) Each Lender hereby agrees that (x) if the Administrative Agent notifies such Lender that the Administrative Agent has determined in its sole discretion that any funds received by such Lender from the Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to such Lender (whether or not known to such Lender), and demands the return of such Payment (or a portion thereof), such Lender shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent at the NYFRB Rate, and (y) to the extent permitted by applicable law, such Lender shall not assert, and hereby waives, as to the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of the Administrative Agent to any Lender under this Section 7.04(b) shall be conclusive, absent manifest error.
(ii) Each Lender hereby further agrees that if it receives a Payment from the Administrative Agent or any of its Affiliates (x) that is in a different amount than, or on a differe...
Acknowledgment of Lenders. Each Lender acknowledges to the Agent that it has been, and will continue to be, solely responsible for making its own independent appraisal of and investigation into the financial condition, creditworthiness, affairs, status and nature of the Borrower and the other Loan Parties and accordingly each Lender confirms to the Agent that it has not relied, and will not hereafter rely on the Agent:
Acknowledgment of Lenders. The undersigned Lenders hereby acknowledge, consent to, and accept all of the provisions of the foregoing Change in Terms. The Huntington National Bank, an national banking association By: /s/ Jxxx X. Xxxxxxxx Jxxx X. Xxxxxxxx, Vice President JPMorgan Chase Bank, N.A., a national banking association and successor by merger to Bank One, N.A. (Main Office Columbus) By: /s/ Wxxxxx Xxxxxxxx Wxxxxx Xxxxxxxx, Senior Vice President
Acknowledgment of Lenders. Each Lender, by delivering its signature page to this Agreement and funding its Loans on the Effective Date, or delivering its signature page to an Assignment and Assumption or an Accession Agreement pursuant to which it shall become a Lender hereunder, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Effective Date.
Acknowledgment of Lenders. (a) Each Lender acknowledges that (i) this Agreement sets forth the terms of a commercial lending facility, (ii) in participating as a Lender it is engaged in making, acquiring or holding commercial loans and in providing other facilities set forth herein as may be applicable to such Lender, in each case, in the ordinary course of business, and not for the purpose of investing in the general performance or operations of Mondelez International and its Subsidiaries, or for the purpose of purchasing, acquiring or holding any other type of financial instrument such as a security (and each Lender agrees not to assert a claim in contravention of the foregoing, such as a claim under the federal or state securities law), (iii) it has, independently and without reliance upon the Administrative Agent, any Joint Lead Arranger, any Co-Syndication Agent, any Co-Documentation Agent or any other Lender and based on the financial statements referred to in Section 4.01 and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement as a Lender and to make, acquire or hold loans or other credit extensions hereunder and (iv) it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent, any Joint Lead Arranger, any Co-Syndication Agent, any Co-Documentation 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 this Agreement.
(i) Each Lender hereby agrees that (x) if the Administrative Agent notifies such Lender that the Administrative Agent has determined in its sole discretion that any funds received by such Lender from the Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to such Lender (whether or not known to such Lender...
Acknowledgment of Lenders. The undersigned Lenders hereby acknowledge, consent to, and accept all of the provisions of the foregoing Change in Terms. an national banking association By: /s/ Xxxx X. Xxxxxxxx Xxxx X. Xxxxxxxx, Vice President Bank One, N.A. (Main Office Columbus) an national banking association By: /s/ Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx, First Vice President
Acknowledgment of Lenders. Upon the execution and delivery of a counterpart of this Agreement by each Lender and satisfaction of the other conditions to effectiveness hereof, it is hereby acknowledged and agreed that the letter of credit number S853857, originally issued by Mellon Bank, N.A. in favor of Hartford Fire Insurance Company which is in the face amount of $1,500,000 and which has been automatically extended to have an expiration date of July 25, 2002 is a Letter of Credit for all purposes under the Loan Documents and shall be deemed to be issued and outstanding under the Credit Agreement.
Acknowledgment of Lenders. Each Lender acknowledges to the Agent that it has been, and will continue to be, solely responsible for making its own independent appraisal of and investigation into the financial condition, creditworthiness, environmental soundness, affairs, status and nature of the Loan Parties and accordingly each Lender confirms to the Agent that it has not relied, and will not hereafter rely on the Agent:
(a) to check or inquire on its behalf into the adequacy, accuracy or completeness of any information provided by the Loan Parties or in connection with the Loan Documents (whether or not such information has been or is hereafter circulated to such Lender by the Agent;
(b) to inquire as to the performance by any Loan Party of its obligations under the Loan Documents; or
(c) to assess or keep under review on its behalf the financial condition, creditworthiness, environmental soundness, affairs, status or nature of any Loan Party.
Acknowledgment of Lenders. The parties hereto acknowledge that each Lender is currently a “Lender” under the Related Documents.
Acknowledgment of Lenders. EACH OF THE LENDERS AND THE ADMINISTRATIVE AGENT HEREBY ACKNOWLEDGES AND AGREES THAT AS OF THE EFFECTIVE DATE, AFTER GIVING EFFECT TO THIS AGREEMENT, NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING WITH RESPECT TO THE COVENANTS SET FORTH IN SECTIONS 6.14 OR 6.20 OF THE EXISTING AGREEMENT.
