Lender Confirmations Sample Clauses
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Lender Confirmations. Notwithstanding anything contained herein to the contrary, the Assumption Agreement shall not be deemed acceptable to Purchaser unless either the Assumption Agreement or a separate written confirmation or estoppel delivered from Lender to Purchaser includes confirmation from Lender (i) that the Existing Loan Documents constitute all of the material documents that evidence, secure or relate to the Existing Loan that would continue to be applicable to Purchaser, Purchaser's guarantor or the Property after Closing, (ii) that, to Lender's actual knowledge, there is no uncured event of default by Seller beyond the expiration of applicable notice and cure periods under the Existing Loan Documents, (iii) of the unpaid principal balance on the Existing Loan as of the Closing Date and the date through which all payments due under the Existing Loan Documents have been paid, and (iv) of the amount of all Escrowed Sums.
Lender Confirmations. Each Incremental Term B Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an Eligible Assignee, (iii) 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 its Commitments and Loans, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to provide its Incremental Term B Loan Commitments and Incremental Term B Loans ,and either it, or the Person exercising discretion in making its decision to provide such Term B Loan Commitments and Incremental Term B Loans, is experienced in providing such Term B Loan Commitments and Incremental Term B Loans, (v) 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 6.1 or Section 8.1 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 Agreement and to provide its respective Incremental Term B Loan Commitments and the Incremental Term B Loans made pursuant hereto, (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 Agreement and to provide its Incremental Term B Loan Commitments and the Incremental Term B Loans made pursuant hereto and (vii) if it is a Foreign Lender, it has provided to the Administrative Agent any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such Incremental Term B Lender, (b) agrees that (i) it will, independently and without reliance on 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 and (c) irrevo...
Lender Confirmations. Not later than 1:00 p.m. (Charlotte time) on the proposed borrowing date of any Bid Loan, each Lender making a Bid Loan on such date shall notify the Agent of such Bid Loan (the "Lender Confirmation"), in substantially the form of Exhibit H attached hereto, confirming all the information provided to the Agent in the Notice of Bid Loan delivered to the Agent by the Borrowers with respect to such Bid Loan.
Lender Confirmations. (a) On becoming a Lender under this Agreement, each Lender shall, if and to the extent reasonably necessary in order to allow a Borrower to pay such Lender without a Tax Deduction, provide as soon as reasonably practicable to the Facility Agent and to the Original Borrower (but only, in each case, if so requested by the Facility Agent or by, or on behalf of, the Original Borrower in writing) a certificate of Tax residence (or equivalent document according to the implementing provisions of any applicable double taxation treaty) issued by the competent Tax authorities demonstrating the Tax residence of the relevant Lender, and thereafter shall provide as soon as reasonably practicable at the written request of the Original Borrower an annual update. The Original Borrower shall be entitled to submit such certificate to the authorities where it is, in its opinion, necessary or desirable to do so.
(b) Each person which becomes a party to this Agreement as a Lender after the date of this Agreement shall comply with the certification obligations set forth under paragraph (a) above and indicate and confirm in the relevant New Lender Certificate, Assignment Agreement or, as the case may be, Increase Confirmation pursuant to which it becomes a Lender which of the following categories it falls in:
(i) it is not a Qualifying Lender;
(ii) it is a Qualifying Lender (other than a Treaty Lender); or
(iii) it is a Treaty Lender (or a Lender which would be a Treaty Lender following completion of any necessary procedural formalities).
(c) If a person becoming a Lender fails to indicate its status in accordance with paragraph
Lender Confirmations. Each Lender which becomes a party to this Agreement after the date of this Agreement shall, in relation to each Obligor, indicate in the Assignment Agreement, Transfer Certificate, Increase Confirmation or Additional Lender Accession Agreement which it executes on becoming a party and for the benefit of the Agent and without liability to any Obligor, whether it is:
(a) not a Qualifying Lender;
(b) a Qualifying Lender (other than a Treaty Lender); or