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. SIGNED by ) Xx. Xxxxxxxxxxxx Xxxxxxxxxx ) for and on behalf of ) KELSEN SHIPPING CO. ) /s/ Xxxxxxxxxxxx Xxxxxxxxxx of Liberia, in the presence of: ) Attorney-in-fact Witness /s/ Xxxxxxxxxx Xxxxxxxxx Name: Xxxxxxxxxx Xxxxxxxxx Address: 00 Xxxxxxxx Xxxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxx Occupation: Attorney-at-Law SIGNED by ) Xx. Xxxxxxxxxxxx Xxxxxxxxxx ) for and on behalf of ) XXXXXX SHIPPING CO. ) /s/ Xxxxxxxxxxxx Xxxxxxxxxx of Liberia, in the presence of: ) Attorney-in-fact Witness /s/ Xxxxxxxxxx Xxxxxxxxx Name: Xxxxxxxxxx Xxxxxxxxx Address: 00 Xxxxxxxx Xxxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxx Occupation: Attorney-at-Law THE NEW CORPORATE GUARANTOR SIGNED by ) Xx. Xxxxxxxxxxxx Xxxxxxxxxx ) for and on behalf of ) COSTAMARE INC., ) /s/ Xxxxxxxxxxxx Xxxxxxxxxx of the Xxxxxxxx Islands, in the presence of: ) Attorney-in-fact Witness /s/ Xxxxxxxxxx Xxxxxxxxx Name: Xxxxxxxxxx Xxxxxxxxx Address: 00 Xxxxxxxx Xxxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxx Occupation: Attorney-at-Law THE MANAGER SIGNED by ) Xx. Xxxxxxxxxxxx Xxxxxxxxxx ) for and on behalf of ) COSTAMARE SHIPPING COMPANY S.A., ) /s/ Xxxxxxxxxxxx Xxxxxxxxxx of Panama, in the presence of: ) Attorney-in-fact Witness /s/ Xxxxxxxxxx Xxxxxxxxx Name: Xxxxxxxxxx Xxxxxxxxx Address: 13 Defteras Xxxxxxxxxx Xxxxxx 000 00 Xxxxxxx, Xxxxxx Occupation: Attorney-at-Law THE BANK SIGNED by ) Xx. Xxxxxxxxx Xxxxxxxx and ) /s/ Xxxxxxxxx Xxxxxxxx Xx. Xxxxxxxxxxxx Xxxxxx ) Attorney-in-fact for and on behalf of ) ALPHA BANK A.E. ) /s/ Xxxxxxxxxxxx Xxxxxx in the presence of: Attorney-in-fact Witness /s/ Xxxxxxxxxx Xxxxxxxxx Name: Xxxxxxxxxx Xxxxxxxxx Address: 13 Defteras Xxxxxxxxxx Xxxxxx 000 00 Xxxxxxx, Xxxxxx Occupation: Attorney-at-Law
THE BORROWERS. The Borrowers may incur, without duplication:
THE BORROWERS. (1) The Borrowers assure that the Pupil is registered at the following school in the Xxxxxx- xxxx city area at the time of signing this contract: School, form:
THE BORROWERS. (a) Have failed to make certain principal and interest payments due on the Loans on December 31, 2013, pursuant to Sections 2.2(b), 2.2(c) and 2.14 of the Credit Agreement; and
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. Each Borrower jointly and severally covenants and agrees as follows:
THE BORROWERS. SOUTHWEST CONVENIENCE STORES, LLC,as a Borrower and a Credit Party By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx OsterTitle: Vice President SKINNY'S, LLC, as a Borrower and a Credit Party By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx OsterTitle: Vice President THE SUBSIDIARY GUARANTOR: GTS LICENSING COMPANY, INC., as a Subsidiary Guarantor and a Credit Party By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx OsterTitle: Vice President THE ADMINISTRATIVE AGENT AND THE LENDERS: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and a Lender By: /s/ X.X. Xxxxxxxx Name: X.X. Xxxxxxxx Title: Senior Vice President BANK LEUMI USA, as a Lender By: /s/ Xx. Xxxxx Xxxxxx Name: Xx. Xxxxx Xxxxxx Title: First Vice President
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.
THE BORROWERS business is a mutual and collective enterprise, and the consolidation of all loans and other accommodations under this Agreement will enhance the Borrowers' aggregate borrowing powers, all to the Borrowers' respective individual and mutual advantage.
