THE BORROWERS. EACH AGREE TO INDEMNIFY THE AGENT, THE FLOOR PLAN AGENT AND THE LENDERS AND THEIR RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS (EACH SUCH PERSON BEING CALLED AN “INDEMNITEE”) AGAINST, AND TO HOLD THE LENDERS AND SUCH OTHER INDEMNITEE HARMLESS FROM, ANY AND ALL LOSSES, CLAIMS, DAMAGES, LIABILITIES AND RELATED EXPENSES, INCLUDING REASONABLE COUNSEL FEES AND EXPENSES, INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE ARISING OUT OF, IN ANY WAY CONNECTED WITH, OR AS A RESULT OF (I) THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS CONTEMPLATED HEREBY, THE PERFORMANCE BY THE PARTIES HERETO AND THERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER AND THEREUNDER (INCLUDING THE MAKING OF THE COMMITMENT OF EACH LENDER) AND CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, (II) THE USE OF PROCEEDS OF THE LOANS OR (III) ANY CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER OR NOT ANY INDEMNITEE IS A PARTY THERETO; PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY LENDER, APPLY TO ANY SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR RELATED EXPENSES THAT ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE. THE BORROWERS AGREE THAT THEY EXPRESSLY INTEND TO INDEMNIFY EACH INDEMNITEE FROM AND HOLD EACH OF THEM HARMLESS AGAINST ANY AND ALL LOSSES, LIABILITIES, CLAIMS, DAMAGES OR EXPENSES ARISING OUT OF THE ORDINARY SOLE OR CONTRIBUTORY NEGLIGENCE OF SUCH INDEMNITEE BUT NOT THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE OR TO ANY OF THE FOREGOING ARISING SOLELY BY REASON OF CLAIMS BETWEEN THE LENDERS OR ANY LENDER AND THE AGENT OR THE FLOOR PLAN AGENT.
THE BORROWERS. EXECUTED as a Deed by HERTZ FRANCE SAS ) ) acting by /s/ Nuns Moodliar ) and /s/ Xxx XxXxxx ) THE BORROWERS EXECUTED as a Deed by EQUIPOLE FINANCE SERVICES SAS ) ) acting by /s/ Nuns Moodliar ) and /s/ Xxx XxXxxx ) THE BORROWERS EXECUTED as a Deed by HERTZ EQUIPEMENT FRANCE SAS ) ) acting by /s/ Nuns Moodliar ) and /s/ Xxx XxXxxx )
THE BORROWERS. EXECUTED as a Deed by HERTZ AUTOVERMIETUNG GMBH ) ) acting by /s/ Nuns Moodliar ) and /s/ Xxx XxXxxx ) THE BORROWERS EXECUTED as a Deed by HERTZ ITALIANA S.P.A. ) ) acting by its Attorney Xxxxxxxx Xxxxxxxxx ) and /s/ Xxxxxxxx Xxxxxxxxx ) In the presence of /s/ Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx Notary Public London, England THE BORROWERS EXECUTED as a Deed by BNS AUTOMOBILE FUNDING B.V. ) ) acting by /s/ Nuns Moodliar ) and /s/ Xxx XxXxxx )
THE BORROWERS. 1.1 A copy of the constitutional documents of each Borrower or a certificate of an authorised signatory of each relevant entity certifying that the constitutional documents previously delivered to the Issuing Bank for the purposes of the Facility Agreement have not been amended and remain in full force and effect.
THE BORROWERS. Each Borrower is a duly organized and validly existing limited partnership (or, in the case of New Falcon II, a limited liability company, or, in the case of Falcon First, a corporation), in good standing under the laws of the jurisdiction in which it is organized, with all partnership (or limited liability company, or corporate) power and authority necessary to (a) enter into and perform this Agreement and each other Credit Document to which it is party, (b) borrow and guarantee the Credit Obligations, (c) grant the Lenders security interests in any Credit Security owned by it to secure the Credit Obligations and (d) 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 each Borrower have been previously delivered to the Documentation Agent and are correct and complete. Exhibit 8.1, as from time to time hereafter supplemented in accordance with Sections 7.4.1 and 7.4.2, sets forth (i) the jurisdiction of organization of each Borrower, (ii) the address of each Borrower's principal executive office and chief place of business and (iii) the number of authorized and issued shares and ownership of each Borrower.
THE BORROWERS. Each Borrower agrees that the representations and warranties made by, and the liabilities, obligations, and covenants of and applicable to any of, any two of, or all of the Borrowers under this Agreement, shall in every case (whether or not specifically so stated in each such case herein) be joint and several. Every notice by or to any Borrower shall be deemed also to constitute notice by and to the other Borrowers, every act or omission by any Borrower also shall be binding upon the other Borrowers, and the Administrative Agent, the Collateral Agent, the Issuing Bank, and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts, and omissions of the other Borrowers.
THE BORROWERS. SIGNED ) By ) duly authorised for and on behalf of ) ……………………………………….. LEMANNVILLE NAVIGATION INC. ) as Borrower ) in the presence of: ) Signature: Name: Occupation: Address:
THE BORROWERS the Lenders and the Agent wish to amend and restate the Original Agreement to make certain changes in the terms of the Original Agreement.
THE BORROWERS. CIT and the Agent desire to make substantial amendments to the Existing Loan Agreement, including, without limitation, making available to the Borrowers a revolving credit facility in an aggregate amount up to $60,000,000 (including a letter of credit subline in an aggregate amount of up to $40,000,000) and eliminating Duck Head and Delta as borrowers thereunder, and simultaneously therewith to cause a portion of the commitments thereunder to be assigned to FCC.