The Borrower. AGREES TO INDEMNIFY THE LENDER AND ITS DIRECTORS, OFFICERS, EMPLOYEES, COUNSEL AND AGENTS FROM, AND HOLD EACH OF THEM HARMLESS AGAINST, ANY AND ALL LOSSES, LIABILITIES (INCLUDING ENVIRONMENTAL LIABILITIES), CLAIMS (INCLUDING ENVIRONMENTAL CLAIMS) OR DAMAGES TO WHICH ANY OF THEM MAY BECOME SUBJECT, INSOFAR AS SUCH LOSSES, LIABILITIES, CLAIMS OR DAMAGES ARISE OUT OF OR RESULT FROM ANY (a) ACTUAL OR PROPOSED USE BY THE BORROWER OF THE PROCEEDS OF ANY EXTENSION OF CREDIT (WHETHER A LOAN OR A LETTER OF CREDIT) BY THE LENDER HEREUNDER, (b) BREACH BY THE BORROWER OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, (c) VIOLATION BY THE BORROWER OR ANY OF ITS SUBSIDIARIES OF ANY LAW, RULE, REGULATION OR ORDER INCLUDING ANY REQUIREMENTS OF ENVIRONMENTAL LAW, (d) LIENS OR SECURITY INTERESTS GRANTED ON ANY PROPERTY PURSUANT TO OR UNDER THE LOAN DOCUMENTS, TO THE EXTENT RESULTING FROM ANY HAZARDOUS SUBSTANCE LOCATED IN, ON OR UNDER ANY SUCH PROPERTY, (e) OWNERSHIP BY THE LENDER OF ANY PROPERTY FOLLOWING FORECLOSURE UNDER THE LOAN DOCUMENTS, TO THE EXTENT SUCH LOSSES, LIABILITIES, CLAIMS OR DAMAGES ARISE OUT OF OR RESULT FROM ANY HAZARDOUS SUBSTANCE, LOCATED IN, ON OR UNDER SUCH PROPERTY PRIOR TO OR AT THE TIME OF SUCH FORECLOSURE, INCLUDING LOSSES, LIABILITIES, CLAIMS OR DAMAGES WHICH ARE IMPOSED UPON PERSONS UNDER LAWS RELATING TO OR REGULATING HAZARDOUS SUBSTANCES, SOLELY BY VIRTUE OF OWNERSHIP, (f) THE LENDER BEING DEEMED AN OPERATOR OF ANY SUCH PROPERTY BY A COURT OR OTHER REGULATORY OR ADMINISTRATIVE AGENCY OR TRIBUNAL OR OTHER THIRD PARTY, TO THE EXTENT SUCH LOSSES, LIABILITIES, CLAIMS OR DAMAGES ARISE OUT OF OR RESULT FROM ANY HAZARDOUS SUBSTANCE, PETROLEUM, PETROLEUM PRODUCT OR PETROLEUM WASTE LOCATED IN ON OR UNDER SUCH PROPERTY AT OR PRIOR TO THE OF ANY FORECLOSURE THEREON UNDER THE LOAN DOCUMENT, OR (g) INVESTIGATION, LITIGATION OR OTHER PROCEEDING (INCLUDING ANY THREATENED INVESTIGATION OR PROCEEDING) RELATING TO ANY OF THE FOREGOING, AND THE BORROWER AGREES TO REIMBURSE THE LENDER AND ITS DIRECTORS, OFFICERS, EMPLOYEES, COUNSEL AND AGENTS, UPON DEMAND FOR ANY REASONABLE EXPENSES (INCLUDING LEGAL FEES) INCURRED IN CONNECTION WITH ANY SUCH INVESTIGATION OR PROCEEDING, AND WHETHER ANY SUCH LOSS, LIABILITY, CLAIM OR DAMAGE RESULTS FROM THE NEGLIGENCE OF ANY SUCH INDEMNIFIED PERSON; BUT EXCLUDING ANY SUCH LOSSES, LIABILITIES, CLAIMS, DAMAGES OR EXPENSES INCURRED BY A PERSON OR ANY AFFILIATE THEREOF OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, COUNSEL OR AGENTS...
The Borrower. SIGNED by ) Xx. Xxxxxxxxxx Xxxxxxxxxxx ) for and on behalf of ) COSTAMARE INC., ) as Xxxxxxxx ) /s/ Xxxxxxxxxx Xxxxxxxxxxx in the presence of: ) Attorney-in-fact Witness: /s/ Xxxxxxxxxx Xxxxxxxxx Name: Xxxxxxxxxx Xxxxxxxxx Address: 00 Xxxxxxxx Xxxxxxxxxx Xxxxxx 185 35 Piraeus, Greece Occupation: Attorney-at-Law THE CREDITORS SIGNED by ) Xx. Xxxxxxxxxxx X. Sioufas ) for and on behalf of ) COMMERZBANK AKTIENGESELLSCHAFT, ) (as legal successor of ) Deutsche Schiffsbank Aktiengesellschaft), ) as joint Arranger, Security Agent, Swap Bank, ) Agent and Xxxxxx ) /s/ Xxxxxxxxxx Xxxxxxxxxxx in the presence of: ) Attorney-in-fact Witness: /s/ Xxxxxxxxxx Xxxxxxxxx Name: Xxxxxxxxxx Xxxxxxxxx Address: 00 Xxxxxxxx Xxxxxxxxxx Xxxxxx 185 35 Piraeus, Greece Occupation: Attorney-at-Law SIGNED by ) Xxx. Xxxxxxxxx Xxxxxxxxxx and Xx. Xxxxxxxx Xxxxxxxx ) /s/ Xxxxxxxxx Xxxxxxxxxx for and on behalf of ) Attorney-in-fact UniCredit Bank AG ) (formerly Bayerische Hypo-Und ) Vereinsbank Aktiengesellschaft), ) as joint Arranger, ) Account Bank, Swap Bank and Lender ) /s/ Pericles Lycoudis in the presence of: ) Attorney-in-fact Witness: /s/ Xxxxxxxxxx Xxxxxxxxx Name: Xxxxxxxxxx Xxxxxxxxx Address: 00 Xxxxxxxx Xxxxxxxxxx Xxxxxx 185 35 Piraeus, Greece Occupation: Attorney-at-Law SIGNED by ) Xx. Xxxxxxxxxxx X. Sioufas ) for and on behalf of ) Credit Suisse AG, ) (formerly Credit Suisse), as Lender ) /s/ Xxxxxxxxxxx X. Xxxxxxx in the presence of: ) Authorised Officer Witness: /s/ Xxxxxxxxxx Xxxxxxxxx Name: Xxxxxxxxxx Xxxxxxxxx Address: 00 Xxxxxxxx Xxxxxxxxxx Xxxxxx 185 35 Piraeus, Greece Occupation: Attorney-at-Law SIGNED by ) Xx. Xxxxxxxxxxx X. Sioufas ) for and on behalf of )
The Borrower. 1.1 A copy of the constitutional documents of the Borrower.
The Borrower. (a) A copy of the constitutional documents of the Borrower.
The Borrower. The Borrower shall not assign any of its rights or obligations hereunder.
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. 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. The Borrower is a duly organized and validly existing corporation, in good standing under the laws of Delaware with all power and authority, corporate or otherwise, necessary to (a) enter into and perform this Agreement and each other Credit Document to which it is party, (b) grant the Agent for the benefit of the Lenders the security interests in the Credit Security owned by it to secure the Credit Obligations and (c) own its properties and carry on the business now conducted or proposed to be conducted by it. Certified copies of the Charter and By-laws of the Borrower have been previously delivered to the Agent and are correct and complete. Exhibit 7.1, as from time to time hereafter supplemented in accordance with Sections 6.4.1 and 6.4.2, sets forth, as of the later of the date hereof or as of the end of the most recent fiscal quarter for which financial statements are required to be furnished in accordance with such Sections, (i) the jurisdiction of incorporation of the Borrower, (ii) the address of the Borrower's principal executive office and chief place of business, (iii) each name, including any trade name, under which the Borrower conducts its business and (iv) the jurisdictions in which the Borrower keeps tangible personal property.
The Borrower. The Borrower hereby unconditionally and irrevocably:
