Common use of Lender Agreement Clause in Contracts

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. 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 Professional Market Party and (iii) under Applicable Law in effect as of the Closing DateRestatement Date (or such later date on which such Lender becomes a Lender hereunder), except as otherwise disclosed to the Parent Borrower in writing prior to any such 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 date on which it is made for any Lender, then such Lender will, at no expense to the Credit Parties and prior to such Lender becoming a Defaulting Lender hereunderParties, promptly (A) promptly give written 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 or (iii) above. For the avoidance of doubt, nothing in this Section 2.1.3 shall be deemed to be in derogation of the rights and obligations of any Lender or Credit Party under Section 4.7.2(b).

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 '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 's breach of the representation set forth in clause (ii) and (iii) above.

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)Professional Market Party, 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 First Amendment Effective 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, and (iv) upon request of the Administrative Agent (which request will be made by the Administrative Agent promptly after its receipt of any request therefor from the Parent Borrower, made no more frequently than once in any calendar quarter), each Lender agrees that it will promptly confirm that, under Applicable Law then in effect, it continues to have 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 First Amendment Effective Date for any Lender, or if any Lender fails or is unable to make the confirmation referred to in clause (iv) above, then such Lender will, at no expense to the Credit Parties and prior to such Lender becoming a Defaulting Lender hereunderParties, promptly (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 or for any Lender’s failure or inability to make the confirmation referred to in clause (iv) above. For the avoidance of doubt, nothing in this Section 2.1.3 shall be deemed to be in derogation of the rights and obligations of any Lender or Credit Party under Section 4.7.2(b).

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)Professional Market Party, 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, and (iv) upon request of the Administrative Agent (which request will be made by the Administrative Agent promptly after its receipt of any request therefor from the Parent Borrower, made no more frequently than once in any calendar quarter), each Lender agrees that it will promptly confirm that, under Applicable Law then in effect, it continues to have 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, or if any Lender fails or is unable to make the confirmation referred to in clause (iv) above, then such Lender will, at no expense to the Credit Parties and prior to such Lender becoming a Defaulting Lender hereunderParties, promptly (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 or for any Lender’s failure or inability to make the confirmation referred to in clause (iv) above. For the avoidance of doubt, nothing in this Section 2.1.3 shall be deemed to be in derogation of the rights and obligations of any Lender or Credit Party under Section 4.7.2(b).