Borrowers and Lender Sample Clauses

Borrowers and Lender. EACH HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. BORROWERS AND LENDER EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT BORROWERS OR LENDER MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.
Sample 1
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Borrowers and Lender acknowledge and agree that the original principal balance due under the Note is Nine Million and 00/100ths Dollars ($9,000,000.00). All references to the Loan amount in the Note, the Loan Agreement and any other loan documents executed in connection with the Note shall be adjusted accordingly.
Sample 1
Borrowers and Lender. Parties acknowledge and agree that all of the Collateral (including, but not limited to, the Mortgaged Property) shall secure all of the Obligations (including, but not limited to the obligation to pay the principal of and interest on the First Amended and Restated Swing Line Note and the First Amended and Restated Revolving Note from Borrowers to SouthTrust), and each Borrower hereby grants, bargains, sells, transfers, assigns, sets over, conveys, re-grants, re-bargains, re-sells, re-transfers, re-assigns, re-sets over and re-conveys to Agent, its successors and assigns, a Lien on, upon and in the Collateral.
Sample 1
Borrowers and Lender expressly acknowledge and agree that the delivery of the Gaming Letter of Credit shall not constitute a cure of any Event of Default under Section 8.1(a)(xviii) hereof.
Sample 1

Related to Borrowers and Lender

  • AGENT AND LENDERS ​ ​ ​ EICF AGENT LLC, as Agent ​ ​ ​ By: /s/ Xxxxx Xxxxxxx ​ Name: Xxxxx Xxxxxxx ​ Title: Authorized Signatory ​ ​ FIFTH AMENDMENT TO TERM LOAN, GUARANTEE AND SECURITY AGREEMENT ​ ​ ​ ENERGY IMPACT CREDIT FUND I LP, ​ as a Lender ​ ​ ​ By: Energy Impact Credit Fund I GP LLC, its general partner ​ ​ ​ By: /s/ Xxxxx Xxxxxxx ​ Name: Xxxxx Xxxxxxx ​ Title: Managing Partner ​ ​ FIFTH AMENDMENT TO TERM LOAN, GUARANTEE AND SECURITY AGREEMENT ​ ​ ​ CION INVESTMENT CORPORATION, ​ as a Lender ​ ​ ​ By: /s/ Xxxxx Xxxxxxx ​ Name: Xxxxx Xxxxxxx ​ Title: President & Chief Investment Officer ​ ​ FIFTH AMENDMENT TO TERM LOAN, GUARANTEE AND SECURITY AGREEMENT ​ ​ ​ XXXXXX XXXX FUNDING II, LLC, as a Lender ​ ​ ​ By: /s/ Xxxxx Xxxxxxx ​ Name: Xxxxx Xxxxxxx ​ Title: President ​ ​ FIFTH AMENDMENT TO TERM LOAN, GUARANTEE AND SECURITY AGREEMENT ​ ​ ​ CROWDOUT CAPITAL LLC, as a Lender ​ ​ ​ By: /s/ Xxxxxxxxx Xxxxxxxxxx ​ Name: Xxxxxxxxx Xxxxxxxxxx ​ Title: Chief Executive Officer ​ ​ ​ ​ CROWDOUT CREDIT OPPORTUNITIES FUND LLC, as a Lender ​ ​ ​ By: /s/ Xxxxxxxxx Xxxxxxxxxx ​ Name: Xxxxxxxxx Xxxxxxxxxx ​ Title: Chief Executive Officer ​ ​ FIFTH AMENDMENT TO TERM LOAN, GUARANTEE AND SECURITY AGREEMENT ​ ​ ​ ​ ​ ​ BORROWERS: ​ ​ ​ XXXXXXXX INDUSTRIAL SERVICES GROUP INC., as Borrower ​ ​ ​ By: /s/ Xxxxxxx X. Xxxxxxxx ​ Name: Xxxxxxx X. Xxxxxxxx ​ Title: Senior Vice President, Chief Administrative Officer, General Counsel and Secretary ​ ​ ​ ​ XXXXXXXX INDUSTRIAL SERVICES GROUP, L.L.C., as Borrower ​ ​ ​ By: /s/ Xxxxxxx X. Xxxxxxxx ​ Name: Xxxxxxx X. Xxxxxxxx ​ Title: Secretary ​ ​ ​​ ​ ​ ​ XXXXXXXX INDUSTRIAL SERVICES, LLC, as Borrower ​ ​ ​ By: /s/ Xxxxxxx X. Xxxxxxxx ​ Name: Xxxxxxx X. Xxxxxxxx ​ Title: Assistant Secretary ​ ​ ​​ ​ ​ ​ XXXXXXXX SPECIALTY SERVICES, LLC, as Borrower ​ ​ ​ By: /s/ Xxxxxxx X. Xxxxxxxx ​ Name: Xxxxxxx X. Xxxxxxxx ​ Title: Assistant Secretary ​ ​ ​ ​ ​ XXXXXXXX PLANT SERVICES, LLC, as Borrower ​ ​ ​ By: /s/ Xxxxxxx X. Xxxxxxxx ​ Name: Xxxxxxx X. Xxxxxxxx ​ Title: Assistant Secretary ​ ​ ​ FIFTH AMENDMENT TO TERM LOAN, GUARANTEE AND SECURITY AGREEMENT ​ ​ ​ XXXXXXXX GLOBAL SERVICES, INC., as Borrower ​ ​ ​ By: /s/ Xxxxxxx X. Xxxxxxxx ​ Name: Xxxxxxx X. Xxxxxxxx ​ Title: Secretary ​ ​ CONSTRUCTION & MAINTENANCE PROFESSIONALS, LLC, as Borrower ​ ​ ​ By: /s/ Xxxxxxx X. Xxxxxxxx ​ Name: Xxxxxxx X. Xxxxxxxx ​ Title: Secretary ​ ​ ​ ​ FIFTH AMENDMENT TO TERM LOAN, GUARANTEE AND SECURITY AGREEMENT ​ ​ ​ GUARANTORS: ​ ​ ​ GLOBAL POWER PROFESSIONAL SERVICES INC., as Guarantor ​ ​ ​ By: /s/ Xxxxxxx X. Xxxxxxxx ​ Name: Xxxxxxx X. Xxxxxxxx ​ Title: President ​ ​ GPEG, LLC, as Guarantor ​ ​ ​ By: /s/ Xxxxxxx X. Xxxxxxxx ​ Name: Xxxxxxx X. Xxxxxxxx ​ Title: Vice President ​ ​ STEAM ENTERPRISES LLC, as Guarantor ​ ​ ​ By: /s/ Xxxxxxx X. Xxxxxxxx ​ Name: Xxxxxxx X. Xxxxxxxx ​ Title: President ​ ​ WISG CANADA LTD., as Guarantor ​ ​ ​ By: /s/ Xxxxxxx X. Xxxxxxxx ​ Name: Xxxxxxx X. Xxxxxxxx ​ Title: Secretary ​ ​ WISG NUCLEAR LTD., as Guarantor ​ ​ ​ By: /s/ Xxxxxx X. Xxxxxxx ​ Name: Xxxxxx X. Xxxxxxx ​ Title: Chief Financial Officer ​ ​ WISG ELECTRICAL LTD., as Guarantor ​ ​ ​ By: /s/ Xxxxxx X. Xxxxxxx ​ Name: Xxxxxx X. Xxxxxxx ​ Title: Chief Financial Officer ​ ​ FIFTH AMENDMENT TO TERM LOAN, GUARANTEE AND SECURITY AGREEMENT ​ ​ ​ WISG ELECTRICAL, LLC, a New York limited liability company, as Guarantor ​ ​ ​ By: /s/ Xxxxxxx X. Xxxxxxxx ​ Name: Xxxxxxx X. Xxxxxxxx ​ Title: Secretary ​ ​ FIFTH AMENDMENT TO TERM LOAN, GUARANTEE AND SECURITY AGREEMENT ​ ​ Exhibit A Marked Loan Agreement See attached. ​ ​ ​ ​ CONFORMED COPY – NOT EXECUTED IN THIS FORM INCORPORATING FIRST AMENDMENT TO TERM LOAN, GUARANTEE AND SECURITY AGREEMENT, DATED AS OF JUNE 30, 2022, SECOND AMENDMENT TO TERM LOAN, GUARANTEE AND SECURITY AGREEMENT, DATED AS OF DECEMBER 30, 2022, THIRD AMENDMENT TO TERM LOAN, GUARANTEE AND SECURITY AGREEMENT, DATED AS OF JANUARY 9, 2023 AND , FOURTH AMENDMENT TO TERM LOAN, GUARANTEE AND SECURITY AGREEMENT, DATED AS OF FEBRUARY 24, 2023, AND FIFTH AMENDMENT TO TERM LOAN, GUARANTEE AND SECURITY AGREEMENT, DATED AS OF MARCH 31, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ TERM LOAN, GUARANTEE AND SECURITY AGREEMENT ​ DATED AS OF DECEMBER 16, 2020 ​ AMONG ​ EICF AGENT LLC, ​ AS AGENT FOR THE LENDERS SIGNATORY HERETO, ​ XXXXXXXX INDUSTRIAL SERVICES GROUP INC., ​ AS BORROWER ​ AND ​ THE OTHER CREDIT PARTIES SIGNATORY HERETO ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ XXXXXXX AND XXXXXX LLP 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx New York, New York 10020 ​ ​ ​ ​ ​ TABLE OF CONTENTS ​ ​ ​ ​ ​ ​ PAGE ​ ​ ​

  • AGENTS AND LENDERS rights and remedies under this Agreement shall be cumulative and nonexclusive of any other rights and remedies that Agent or any Lender may have under any other agreement, including the other Loan Documents, by operation of law or otherwise. Recourse to the Collateral shall not be required.

  • The Lender We can choose to assign or transfer any of our rights or obligations under this Agreement without your or the Guarantor’s specific consent, and each of our assignees and transferees has the same rights against you and the Guarantor under the Relevant Documents as if it were named in this Agreement as the Lender.

  • BORROWERS BODY SHOP OF AMERICA, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer CATALOGUE VENTURES, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP., a Delaware corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer RINZI AIR, L.L.C., a Florida limited liability company By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANY, LLC, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LP, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLC, as a Lender By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Senior Vice President NATIONAL CITY BANK, as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLC, as a Lender By: Name: Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as of January 25, 2008 DESIGNATED DEFAULTS None, except:

  • Borrowers’ Agent Each of Borrowers hereby irrevocably appoints Borrower Representative as its agent, attorney-in-fact and legal representative for all purposes, including requesting disbursement of the Term Loan Advance and receiving account statements and other notices and communications to Borrowers (or any of them) from Agent or any Lender. Agent may rely, and shall be fully protected in relying, on any request for the Term Loan Advance, disbursement instruction, report, information or any other notice or communication made or given by Borrower Representative, whether in its own name or on behalf of one or more of the other Borrowers, and Agent shall not have any obligation to make any inquiry or request any confirmation from or on behalf of any other Borrower as to the binding effect on it of any such request, instruction, report, information, other notice or communication, nor shall the joint and several character of Borrowers’ obligations hereunder be affected thereby.

  • Borrower The term “Borrower” as used herein shall include any new or successor corporation, association, partnership (general or limited), limited liability company, joint venture, trust or other individual or organization formed as a result of any merger, reorganization, sale, transfer, devise, gift or bequest of Borrower or any interest in Borrower.

  • Loan Parties Set forth on Schedule 5.20(b) is a complete and accurate list of all Loan Parties, showing as of the Closing Date, or as of the last date such Schedule was required to be updated in accordance with Sections 6.02, 6.13 and 6.14, (as to each Loan Party) (i) the exact legal name, (ii) any former legal names of such Loan Party in the four (4) months prior to the Closing Date, (iii) the jurisdiction of its incorporation or organization, as applicable, (iv) the type of organization, (v) the jurisdictions in which such Loan Party is qualified to do business, (vi) the address of its chief executive office, (vii) the address of its principal place of business, (viii) its U.S. federal taxpayer identification number or, in the case of any non-U.S. Loan Party that does not have a U.S. taxpayer identification number, its unique identification number issued to it by the jurisdiction of its incorporation or organization, (ix) the organization identification number, (x) ownership information (e.g., publicly held or if private or partnership, the owners and partners of each of the Loan Parties) and (xi) the industry or nature of business of such Loan Party.

  • Administrative Agent’s and Lender’s Rights In the case of any event specified in Section 4.4.1 [Unascertainable] above, the Administrative Agent shall promptly so notify the Lenders and the Borrower thereof, and in the case of an event specified in Section 4.4.2 [Illegality; Increased Costs; Deposits Not Available] above, such Lender shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the Administrative Agent shall promptly send copies of such notice and certificate to the other Lenders and the Borrower. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Lenders, in the case of such notice given by the Administrative Agent, or (B) such Lender, in the case of such notice given by such Lender, to allow the Borrower to select, convert to or renew a LIBOR Rate Option shall be suspended until the Administrative Agent shall have later notified the Borrower, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Lender’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under Section 4.4.1 [Unascertainable] and the Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of a LIBOR Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Lender notifies the Administrative Agent of a determination under Section 4.4.2 [

  • The Agent Each of the Lenders hereby irrevocably appoints the Agent as its agent and authorizes the Agent to take such actions on its behalf and to exercise such powers as are delegated to the Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. In the event the institution serving as the Agent hereunder shall also be a Lender, it shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Agent, and such institution and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Level 3, the Borrower or any Subsidiary or Affiliate thereof as if it were not the Agent hereunder. The Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Agent is required to exercise in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and shall not have any duty to take any action or exercise any powers that would result in the incurrence by it of costs or expenses unless arrangements satisfactory to it to ensure the prompt payment of all such costs or expenses shall have been made by the Lenders, and (c) except as expressly set forth in the Loan Documents, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Xxxxx 0, the Borrower or any of the Subsidiaries of Level 3 that is communicated to or obtained by the institution serving as Agent or any of its Affiliates in any capacity. The Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct. The Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Agent by Xxxxx 0, the Borrower or a Lender, and the Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Agent. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including enforcement or collection), the Administrative Agent and the Collateral Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders, and such instructions shall be binding upon all Lenders, provided, however, that the Administrative Agent and the Collateral Agent shall not be required to take any action that (i) the Administrative Agent or the Collateral Agent in good faith believes exposes it to personal liability unless it receives an indemnification satisfactory to it from the Lenders with respect to such action or (ii) is contrary to this Agreement or applicable law. The Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Agent may consult with legal counsel (who may be counsel for Level 3 or the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Agent. The Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of each Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Agent. Subject to the appointment and acceptance of a successor as provided in this paragraph, the Agent may resign at any time by notifying the Lenders and Level 3. Upon any such resignation, the Required Lenders shall have the right, with, so long as no Default or Event of Default shall have occurred and be continuing, the consent of Level 3 (which consent shall not be unreasonably withheld or delayed) to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a Lender or a bank with an office in New York, New York, or an Affiliate of such Lender or any such bank. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by Level 3 and the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed with such successor. After the Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Agent. Each Lender acknowledges that it has, independently and without reliance upon the 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. Each Lender also acknowledges that it will, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder.

  • Reliance by Administrative Agent and Lenders The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Loan Notices) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

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