Lender Parties Clause Samples
Lender Parties. Each of the Lender Parties represents and warrants to the Master Issuer and the Manager as of the date hereof (or, in the case of a successor or assign of an Investor, as of the subsequent date on which such successor or assign shall become or be deemed to become a party hereto) that:
(a) it has had an opportunity to discuss the Master Issuer’s and the Manager’s business, management and financial affairs, and the terms and conditions of the proposed purchase of the Series 2024-1 Class A-1 Notes, with the Master Issuer and the Manager and their respective representatives;
(b) it is an “accredited investor” and “qualified institutional buyer” within the meaning of Rules 501 and 144A, respectively, under the 1933 Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of investing in, the Series 2024-1 Class A-1 Notes;
(c) it is purchasing the Series 2024-1 Class A-1 Notes for its own account, or for the account of one or more “qualified institutional buyers” within the meaning of Rule 144A under the 1933 Act that meet the criteria described in clause (b) above and for which it is acting with complete investment discretion, for investment purposes only and not with a view to a distribution in violation of the 1933 Act, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control, and neither it nor its Affiliates has engaged in any general solicitation or general advertising within the meaning of the 1933 Act, or the rules and regulations promulgated thereunder, with respect to the Series 2024-1 Class A-1 Notes;
(d) it understands that (i) the Series 2024-1 Class A-1 Notes have not been and will not be registered or qualified under the 1933 Act or any applicable state securities laws or the securities laws of any other jurisdiction and are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available and an opinion of counsel shall have been delivered in advance to the Master Issuer, (ii) the Master Issuer is not required to register the Series 2024-1 Class A-1 Notes under the 1933 Act or any applicable state securities laws or the securities laws of any ot...
Lender Parties. If an Event of Default shall have occurred and be continuing, each Lender Party is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender Party to or for the credit or the account of Borrower, against any and all obligations of Borrower under this Agreement or any other Credit Document held by such Lender Party, irrespective of whether or not such Lender Party shall have made any demand under this Agreement or such other Credit Document and although the obligations may be unmatured. The rights of each Lender Party under this Section are in addition to other rights and remedies (including other rights of set-off) that such Lender Party may have.
Lender Parties. NOT RELYING ON ADMINISTRATIVE
Lender Parties. The provisions of this Article 8 are solely for the benefit of the Agent and the other Lender Parties and the Borrower shall not have any rights to rely on or enforce or be obligated under any of the provisions hereof (except that the provisions of Section 8.9 are also for the benefit of the Borrower). In performing its functions and duties under the Loan Documents, the Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for the Borrower.
Lender Parties. The provisions of this Article 8. are solely for the benefit of the Agent and the other Lender Parties and the Borrower shall not have any right to rely on or enforce any of the provisions hereof (except that (i) the provisions of Sections 8.6. and 8.
Lender Parties. The term “Lender Parties” shall mean Administrative Agent, Additional Collateral Agent and all Lenders.
Lender Parties. JPMORGAN CHASE BANK, N.A., as a Lender By /s/ BRYCE HY Name: Bryce Hy Title: Vice President SKANDINAVISKA ENSKILDA ▇▇▇▇▇▇ ▇▇ (PUBL) By /s/ ▇▇▇▇ ▇▇▇▇▇-SKIELSE Name: ▇▇▇▇ ▇▇▇▇▇-Skielse Title: By /s/ ▇▇▇▇▇▇ HELLNERS Name: ▇▇▇▇▇▇ Hellners Title: Sumitomo Mitsui Banking Corporation By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director SOCIÉTÉ GÉNÉRALE By /s/ ▇▇▇▇▇▇▇ ▇▇ Name: ▇▇▇▇▇▇▇ ▇▇ Title: Director Banco Santander, S.A. By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Attorney By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Executive Director ▇▇▇▇▇▇▇ SACHS BANK USA By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory Landesbank Hessen-Thüringen Girozentrale New York Branch By /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇ Title: SVP PNC BANK, NATIONAL ASSOCIATION By /s/ ▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇ Title: Vice President NORDEA BANK ABP, NEW YORK BRANCH as Administrative Agent By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Title: EVP Sovereign RCL Sovereign LLC Malta Empress of the Seas Nordic Empress Shipping Inc. Bahamas Monarch RCL Monarch LLC Malta Majesty of the Seas Majesty of the Seas Inc. Bahamas Grandeur of the Seas Grandeur of the Seas Inc. Bahamas Rhapsody of the Seas Rhapsody of the Seas Inc. Bahamas Enchantment of the Seas Enchantment of the Seas Inc. Bahamas Vision of the Seas Vision of the Seas Inc. Bahamas Voyager of the Seas Voyager of the Seas Inc. Bahamas Horizon RCL Horizon LLC Malta Mariner of the Seas Mariner of the Seas Inc. Bahamas Celebrity Millennium Millennium Inc. Malta Explorer of the Seas Explorer of the Seas Inc. Bahamas Celebrity Infinity Infinity Inc. Malta Radiance of the Seas Radiance of the Seas Inc. Bahamas Celebrity Summit Summit Inc. Malta Adventure of the Seas Adventure of the Seas Inc. Bahamas Navigator of the Seas Navigator of the Seas Inc. Bahamas Celebrity Constellation Constellation Inc. Malta Serenade of the Seas Serenade of the Seas Inc. Bahamas Jewel of the Seas Jewel of the Seas Inc. Bahamas Celebrity Xpedition Oceanadventures S.A. Ecuador Freedom of the Seas Freedom of the Seas Inc. Bahamas Azamara Journey Azamara Journey Inc. Malta Azamara Quest Azamara Quest Inc. Malta Liberty of the Seas Liberty of the Seas Inc. Bahamas Independence of the Seas Independence of the Seas Inc. Bahamas Celebrity Solstice Celebrity Solstice Inc. Malta Celebrity Equinox Celebrity Equi...
Lender Parties. Each Lender Party (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Lender Addendum and to consummate the transactions contemplated by the Credit Agreement and to become a Lender Party thereunder, (ii) from and after the date hereof, it shall be bound by the provisions of the Credit Agreement as a Lender Party thereunder and, to the extent of its Commitments, shall have the obligations of a Lender Party thereunder, (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by its Commitments and either it, or the person exercising discretion in making its decision to acquire the assets represented by the Commitments, is experienced in acquiring assets of such type, (iv) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the financial information delivered pursuant to Section 3.01 thereof, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Lender Addendum and to make its Commitments set forth herein, (v) it has, independently and without reliance upon the Administrative Agent or any Lender Party and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Lender Addendum and to make its Commitments set forth herein, and (vi) if it is a Lender Party organized under the laws of a jurisdiction outside of the United States, attached to the Lender Addendum is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by it; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any Lender Party, 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 Party.
Lender Parties. Banco Bilbao Vizcaya Argentaria, S.A., New York Branch By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Senior Vice President DNB Capital LLC By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Assistant Vice President By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Assistant Vice President FIFTH THIRD BANK, NATIONAL ASSOCIATION By /s/ KNIGHT ▇. ▇▇▇▇▇▇▇ Name: Knight ▇. ▇▇▇▇▇▇▇ Title: Managing Director HSBC Bank USA, N.A. By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Vice President BANK OF AMERICA, N.A. By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Managing Director MIZUHO BANK, LTD. By /s/ ▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇ Title: Executive Director TRUIST BANK, formerly known as Branch Banking and Trust Company and as successor by merger to SunTrust Bank By /s/ ▇▇▇ ▇. ▇▇▇▇▇ III Name: ▇▇▇ ▇. ▇▇▇▇▇ III Title: Senior Vice President THE BANK OF NOVA SCOTIA By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director & Industry Head U.S. Real Estate, Gaming & Leisure BNP PARIBAS By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Title: Vice President
Lender Parties. (a) The Lender Parties are intended third party beneficiaries of this Amendment and, to the extent any of the Lender Parties elects to undertake performance as described in Sections 2 and 3 above, the SIA.
(b) In connection with any breach of the SIA by ▇▇▇▇▇▇▇▇▇ (as opposed to any breach of the SIA by ▇▇▇▇▇▇ or Owner), the Town agrees that it shall not exercise the remedies set forth in Section 10.a.i. or ii. of the SIA (the refusal to issue any building permit or certificate of occupancy or the revocation of any building permit previously issued for any Phase under which construction directly related to such building permit has not commenced, except a building permit previously issued to a third party) against any portion of the land subject to the SIA that is owned by Owner; provided, however, in the event of such a breach of the SIA by Developer, the foregoing provisions of this Section 5(b) shall not limit the Town’s right to exercise any remedies set forth in the SIA against any portion of the land subject to the SIA that is not owned by Owner.
(c) In connection with any breach of the SIA by ▇▇▇▇▇▇ or Owner, the Town agrees that it shall not exercise the remedies set forth in Section 10.a.i. or ii. of the SIA (the refusal to issue any building permit or certificate of occupancy or the revocation of any building permit previously issued for any Phase under which construction directly related to such building permit has not commenced, except a building permit previously issued to a third party), or any similar remedy, against any portion of the land subject to the SIA that is owned by Owner, unless or until the Town shall have delivered written notice of such breach to Owner at the addresses and in the manner provided in this Amendment below, and the Lender Parties shall have failed to cure such breach within the applicable time period set forth in Section 5(d) below. For the avoidance of doubt, in the event of any breach of the SIA by ▇▇▇▇▇▇ or Owner, the foregoing provisions of this Section 5(c) shall not limit the Town’s right to exercise any remedies set forth in the SIA on account of such breach (including, without limitation, a demand that the Performance Guaranty be paid or honored, any action for monetary damages or any action for specific performance), other than the remedies set forth in Section 10.a.i. or ii. of the SIA, or any similar remedy.
(d) If the breach of the SIA by ▇▇▇▇▇▇ or Owner is the failure to pay any sum of money, the Lender ...