The Borrower. 1.1 A copy of the constitutional documents of the Borrower.
The Borrower. AGREES TO INDEMNIFY THE ADMINISTRATIVE --------------- AGENT AND THE LENDERS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS, EMPLOYEES AND COUNSEL (EACH AN "INDEMNIFIED PERSON") FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, DAMAGES, LIABILITIES, DEFICIENCIES, JUDGMENTS OR REASONABLE DOCUMENTED EXPENSES INCURRED BY ANY OF THEM ARISING OUT OF OR BY REASON OF ANY LITIGATION, INVESTIGATIONS, CLAIMS OR PROCEEDINGS, PENDING OR THREATENED, WHICH ARISE OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING, WITHOUT LIMITATION, AMOUNTS PAID IN SETTLEMENT, COURT COSTS AND THE REASONABLE DOCUMENTED FEES AND DISBURSEMENTS OF COUNSEL INCURRED IN CONNECTION WITH ANY SUCH LITIGATION, INVESTIGATION, CLAIM OR PROCEEDING (INCLUDING ANY SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR EXPENSES RESULTING FROM THE ORDINARY OR MERE NEGLIGENCE OF THE INDEMNIFIED PERSON IN QUESTION, BUT EXCLUDING ANY SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR EXPENSES RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE INDEMNIFIED PERSON IN QUESTION). THE PROVISIONS OF THIS SECTION 9.11 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. ------------
The Borrower. The Borrower shall not assign any of its rights or obligations hereunder.
The Borrower. SIGNED by ) Xx. Xxxxxxxxxx-Xxxxx Kallifidas ) for and on behalf of ) Grand Xxxxxxxxx Inc., ) of Liberia, in the presence of: ) /s/ Xxxxxxxxxx-Xxxxx Xxxxxxxxxx Attorney-in-Fact Witness: Name: /s/ Xxxxxxxxxx Xxxxxxxxx Xxxxxxxxxx Xxxxxxxxx Address: 00 Xxxxxxxx Xxxxxxxxxx Xxx. Xxxxxxx, Xxxxxx Occupation: Attorney-at-law THE CORPORATE GUARANTOR SIGNED by ) Xx. Xxxxxxxxxx-Xxxxx Kallifidas ) for and on behalf of ) NewLead Holdings Ltd., ) of Bermuda, in the presence of: ) /s/ Xxxxxxxxxx-Xxxxx Xxxxxxxxxx Attorney-in-fact Witness: Name: /s/ Xxxxxxxxxx Xxxxxxxxx Xxxxxxxxxx Xxxxxxxxx Address: 00 Xxxxxxxx Xxxxxxxxxx Xxx. Xxxxxxx, Xxxxxx Occupation: Attorney-at-law THE APPROVED MANAGER SIGNED by ) Xx. Xxxxxxxxxx-Xxxxx Kallifidas ) for and on behalf of ) Newlead Bulkers S.A., ) of Liberia, in the presence of: ) /s/ Xxxxxxxxxx-Xxxxx Xxxxxxxxxx Attorney-in-Fact Witness: Name: /s/ Xxxxxxxxxx Xxxxxxxxx Xxxxxxxxxx Xxxxxxxxx Address: 00 Xxxxxxxx Xxxxxxxxxx Xxx. Xxxxxxx, Xxxxxx Occupation: Attorney-at-law THE BANK SIGNED by ) Mrs. Xxxxxxxxx Ydreou ) and Mr. Athanassios Doudoulas ) for and on behalf of ) EFG EUROBANK ERGASIAS S.A. ) in the presence of: ) /s/ Xxxxxxxxx Ydreou Attorney-in-Fact /s/ Athanassios Doudoulas Attorney-in-Fact Witness: Name: /s/ Xxxxxxxxxx Xxxxxxxxx Xxxxxxxxxx Xxxxxxxxx Address: 00 Xxxxxxxx Xxxxxxxxxx Xxx. Xxxxxxx, Xxxxxx Occupation: Attorney-at-law
The Borrower. (i) is not and will not become a Person or entity described by Section 1 of Executive Order 13224 of September 24, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (12 C.F.R. 595), and the Borrower does not engage in dealings or transactions with any such Persons or entities; and
The Borrower. (i) Contemporaneous with the execution of this Agreement, shall provide the Lender with such agreement of the depository with which the Central Account is maintained as may be satisfactory to the Lender.
The Borrower. The Administrative Agent shall have received a ------------ certificate, dated the Effective Date of the Secretary or Assistant Secretary of the Borrower (i) attaching a true and complete copy of the resolutions of its Board of Directors and of all documents evidencing other necessary corporate action (in form and substance satisfactory to the Administrative Agent) taken by it to authorize the Loan Documents to which it is a party and the transactions contemplated thereby, (ii) attaching a true and complete copy of its Certificate of Incorporation and By-Laws, (iii) setting forth the incumbency of its officer or officers who may sign such Documents, including therein a signature specimen of such officer or officers and (iv) attaching a certificate of good standing of the Secretary of State of the States of Delaware and California.
The Borrower. The Borrower hereby ratifies and confirms all of its Obligations to the Lenders and the Facility Agent and the Borrower hereby affirms its absolute and unconditional promise to pay to the Lenders and the Facility Agent the Loans and all other amounts due under the Credit Agreement, as amended hereby. The Borrower hereby confirms that the Obligations are and remain secured pursuant to the Security Documents and pursuant to all other instruments and documents executed and delivered by the Borrower as security for the Obligations.
The Borrower. (a) A certificate of an authorised signatory of the Borrower, certifying that the constitutional documents delivered to the Agent have not been amended and remain in full force and effect.
The Borrower. The Borrower hereby unconditionally and irrevocably:
