Lender Agreement. Each Lender severally agrees, and by making any advance hereunder shall be deemed severally to represent, that: (i) none of the funds made available by such Lender with respect to any Revolving Credit Loan or any Competitive Bid Loan constitute “plan assets” within the meaning of 29 C.F.R. Section 2510.3-101, (ii) it qualifies as a "professional market party" as defined in the Exemption Decree to the 1992 Credit Supervision Act (Vrijstellingsregeling wet toezicht kredietwezen 1992), State Gazette (Staatscourant) 2002, 120, as amended by State Gazette (Staatscourant) 2005, 247, and as amended by the Dutch Central Bank’s Policy Guidelines (issued in relation to the Dutch Exemption Regulation) dated 29 December 2004 (Beleidsregel 2005 kernbegrippen markttoetreding en handhaving Wtk 1992), as amended from time to time and (iii) under Applicable Law in effect as of the Closing Date, it has the full power and authority to make Loans and other Extensions of Credit into the jurisdictions and in the currencies made available in its Class. If the representation set forth in clause (iii) above at any time proves to be false as of the Closing Date for any Lender, then such Lender will, at no expense to the Credit Parties and prior to such Lender becoming a Defaulting Lender hereunder, (A) promptly give notice thereof to the Administrative Agent and the Parent Borrower, and (B) either obtain a replacement commitment from an Assignee pursuant to Section 13.8.2 that is authorized to lend in all such jurisdictions and currencies made available in its Class or arrange for another Lender or other financial institution to make or continue Loans on behalf of such Lender, in each case reasonably acceptable to the Parent Borrower and the Administrative Agent. The remedy set forth in Section 4.7.6 shall be the Credit Parties’ sole and exclusive remedy for any Lender’s breach of the representation set forth in clause (ii) and (iii) above.
Lender Agreement. All references to the Credit Agreement in the Credit Agreement, the other Lender Agreements or any other document shall be deemed to refer to the Credit Agreement as amended hereby. This Third Amendment to Amended and Restated Credit Agreement shall be a Lender Agreement and shall be governed by and construed and enforced under the laws of The Commonwealth of Massachusetts.
Lender Agreement. Each of the Lenders agrees that, for a period from the date hereof and ending on the earlier of (i) Closing (as defined in the Arrangement Agreement), (ii) termination of the Arrangement Agreement, and (iii) April 30, 2016, it shall not short the securities of Pozen or Tribute. In addition, each Lender further agrees that during the ten (10) days immediately preceding the Closing (as defined in the Arrangement Agreement) it shall not trade in the securities of either Pozen or Tribute.
Lender Agreement. Each Lender severally agrees, and by making any advance hereunder shall be deemed severally to represent, that none of the funds made available by such Lender with respect to any Revolving Credit Loan or any Competitive Bid Loan constitute "plan assets" within the meaning of 29 C.F.R. Section 2510.3-101.
Lender Agreement. Subject to the terms and conditions set forth in this Agreement, (i) Lender hereby agrees to advance Tranches of the Loan to Borrower from time to time until the Loan has been fully funded, in an aggregate principal amount which shall not exceed the Loan Commitment at any time, and (ii) Lender shall disburse Loan proceeds as described in Section 2.1.
Lender Agreement. Each Lender severally agrees, and by making any advance hereunder shall be deemed severally to represent, that: (a) none of the funds made available by such Lender with respect to any Revolving Loan constitute “plan assets” within the meaning of 29 C.F.R. Section 2510.3-101 and (b) under Applicable Law in effect as of the Closing Date, it has the full power and authority to make Loans and other Extensions of Credit into the jurisdictions and in the currencies made available for such Revolving Loans. If the representation set forth in clause (b) above at any time proves to be false as of the Closing Date for any Lender, then such Lender will, at no expense to the Credit Parties and prior to such Lender becoming a Defaulting Lender hereunder, (i) promptly give notice thereof to the Administrative Agent and the Company, and (ii) either obtain a replacement commitment from an Eligible Assignee pursuant to Section 10.6 that is authorized to lend in all such jurisdictions and Optional Currencies or arrange for another Lender or other financial institution to make or continue Loans on behalf of such Lender, in each case reasonably acceptable to the Company and the Administrative Agent. The remedy set forth in Section 2.19 shall be the Credit Parties’ sole and exclusive remedy for any Lender’s breach of the representation set forth in clause (b) above.
Lender Agreement. The signed master agreement between RHS and the Lend- er setting forth the Lender’s loan re- sponsibilities for loan processing and servicing guaranteed RH loans. Lender record change. The Lender’s notice to RHS of a change of Lender or a change of servicer.
Lender Agreement. There must be a valid lender agreement on file.
Lender Agreement. (a) Simultaneously with the execution and delivery of this Agreement, the Company is entering into an agreement (the "Loan Discharge Agreement") with Bank One, NA, Intrust Bank, N.A., The Bank of Nova Scotia, Xxxxxx Trust and Savings Bank, The Royal Bank of Scotland PLC, Union Bank of California, N.A., Lloyds TSB Bank PLC (collectively, the "Lenders") and Parent pursuant to which, simultaneously with the consummation of the Offer, the Company will pay the Lenders the "Payoff Amount" (as defined in the Loan Discharge Agreement) and the Lenders will release all of the Company collateral held by the Lenders under the Amended and Restated Credit Agreement dated March 19, 1998 among the Company and the Lenders, as amended to date (as the same may be amended, restated, supplemented or modified, the "Credit Agreement") and provide a complete release and confirmation of the satisfaction of any and all obligations of the Company and its Subsidiaries under the Credit Agreement and all other obligations due the Lenders under any other agreements, including swap agreements, security instruments, mortgages or any other collateral document. The Loan Discharge Agreement is in the form attached as Exhibit A hereto.
(b) Simultaneously with the acceptance for purchase by the Purchaser of the Shares tendered in the Offer, if ever, the Parent shall make a secured loan (the "Loan") to the Company in the principal amount of $48.8 million, which amount will be paid over to the Lenders pursuant to the terms of the Loan Discharge Agreement. Pursuant to the Loan Discharge Agreement, the Company shall pay by wire transfer the Payoff Amount to the Lenders in full satisfaction of the Company's obligations under the Loan Discharge Agreement. The promissory note evidencing the Loan and the related security agreement (collectively, the "Loan Agreement") shall each be in the form attached as Exhibit B-1 and B-2 hereto, with such changes thereto as are acceptable to the Company and Purchaser, each in their sole and absolute discretion.
Lender Agreement. Items Prepared for Shipping by Date I have read and accept all conditions of this form and am authorized by (Institution) to allow this loan. Signature of Lender Printed Name of Lender Title of Lender Date I am authorized to accept this loan on behalf of (Institution), which accepts the conditions described in this loan agreement. Signature of Borrower Printed Name of Borrower Title of Borrower Date
