JUNIOR LENDERS. The Borrower shall not create, suffer or permit any mortgage, lien, charge or encumbrance to attach or be recorded or filed against the Property, whether such lien is superior or inferior to the lien of the City, without the City’s prior written approval, other than Permitted Encumbrances and taxes not then delinquent.
JUNIOR LENDERS. Each Junior Lender hereby acknowledges as to itself only that (i) it has received and reviewed and, subject to the terms and conditions of this Agreement, hereby consents to and approves of the making of the Senior Loan and each of the Junior Loans (other than the Junior Loan held by such Junior Lender) and, subject to the terms and provisions of this Agreement, all of the terms and provisions of the Senior Loan Documents and each of the Junior Loan Documents (other than the Junior Loan Documents relating to the Junior Loan held by such Junior Lender); (ii) the execution, delivery and performance of the Senior Loan Documents and each of the Junior Loan Documents (other than the Junior Loan Documents relating to the Junior Loan held by such Junior Lender) will not constitute a default or an event which, with the giving of notice or the lapse of time, or both, would constitute a default under the Junior Loan Documents relating to the Junior Loan held by such Junior Lender; (iii) none of Senior Lender nor any other Junior Lender is under any obligation or duty to, nor has Senior Lender nor any other Junior Lender represented that any Person will, see to (a) the application of the proceeds of the Senior Loan and (b) the application of the proceeds of any Junior Loan (other than the Junior Loan held by such Junior Lender); (iv) (A) any application or use of the proceeds of the Senior Loan for purposes other than those provided in the Senior Loan Documents shall not affect, impair or defeat the terms and provisions of this Agreement or the Senior Loan Documents and (B) any application or use of the proceeds of any Junior Loan (other than the Junior Loan held by such Junior Lender) for purposes other than those provided in the related Junior Loan Documents shall not affect, impair or defeat the terms and provisions of this Agreement or the related Junior Loan Documents; and (v) any conditions precedent to such Junior Lender’s consent to the other Junior Loan as set forth in such Junior Lender’s Junior Loan Documents or any other agreements with the applicable Junior Borrower, as they apply to the other Junior Loan Documents or the making of the other Junior Loan, have been either satisfied or waived.
JUNIOR LENDERS. Each Junior Lender hereby severally represents and warrants, for and with respect to itself only, as follows:
(i) There are no conditions precedent to the effectiveness of this Agreement with respect to such Junior Lender that have not been satisfied or waived.
(ii) Such Junior Lender has, independently and without reliance upon Senior Lender or any other Junior Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.
(iii) Such Junior Lender is duly organized and is validly existing under the laws of the jurisdiction under which it was organized with full power to execute, deliver, and perform this Agreement and consummate the transactions contemplated hereby.
(iv) All actions necessary to authorize the execution, delivery, and performance of this Agreement on behalf of such Junior Lender have been duly taken, and all such actions continue in full force and effect as of the date hereof.
(v) Such Junior Lender has duly executed and delivered this Agreement and this Agreement constitutes the legal, valid, and binding agreement of such Junior Lender enforceable against such Junior Lender in accordance with its terms subject to (x) applicable bankruptcy, reorganization, insolvency and moratorium laws, and (y) general principles of equity which may apply regardless of whether a proceeding is brought at law or in equity.
(vi) To the knowledge of such Junior Lender, no consent of any other Person and no consent, license, approval, or authorization of, or exemption by, or registration or declaration or filing with, any governmental authority, bureau or agency is required in connection with the execution, delivery or performance by such Junior Lender of this Agreement or consummation by such Junior Lender of the transactions contemplated by this Agreement.
(vii) None of the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated by this Agreement will (v) violate or conflict with any provision of the organizational or governing documents of such Junior Lender, (w) to such Junior Lender’s knowledge, violate, conflict with, or result in the breach or termination of, or otherwise give any other Person the right to terminate, or constitute (or with the giving of notice or lapse of time, or both, would constitute) a default under the terms of any material contract, mortgage, lease, bond, indenture, agreement, or other instr...
JUNIOR LENDERS. The Junior Agent may treat each Junior Lender as a Junior Lender, entitled to payments under this Agreement and as acting through its Facility Office(s) until it has received not less than five Business Days' prior notice from that Junior Lender to the contrary.
JUNIOR LENDERS. Borrower shall not create, suffer or permit any mortgage other than mortgages granted in favor of HUD or WHEDA, lien, charge or encumbrance to attach or be recorded or filed against the Property, whether such lien is superior or inferior to the lien of the City, without the City’s prior written approval.
JUNIOR LENDERS. Consultants - for their site activities only? each for their respective rights and interests in the Project. The permanent and temporary works, materials, goods, plant and equipment for incorporation in the Works (other than constructional plant, tools, accommodation and equipment belonging to or the responsibility of D & C Co. or his Sub-contractors) and all other property used or for use in connection with the Works associated with the Project;
JUNIOR LENDERS. Authority in respect of additional cost of working only. each for their respective rights and interests in the Project.
JUNIOR LENDERS each for their respective rights and interests in the Project.
JUNIOR LENDERS. XXXXXXXX, individually XXXXXXX X. XXXXXXXX, individually XXXXXX X. XXXXXXXX, as “Agent” for himself and the “Secured Parties” under (a) Security Agreement dated October 1, 2006 by and among ELS Human Resource Solutions, Inc. and Resolve Staffing, Inc. and certain of their subsidiaries, Xxxxxx X. Xxxxxxxx, The Xxxxxxx X. Xxxxxxxx Year 2002 Revocable Trust dated August 16, 2002, Xxxxxxx X. Xxxxxxxx, Trustee, or successor and Xxxxxxx X. Xxxxxx and (b) Pledge Agreement dated October 1, 2006 by and among Resolve Staffing, Inc., ELS Human Resource Solutions, Inc. and certain of their subsidiaries, Xxxxxx X. Xxxxxxxx, The Xxxxxxx X. Xxxxxxxx Year 2002 Revocable Trust dated August 16, 2002, Xxxxxxx X. Xxxxxxxx, Trustee, or successor and Xxxxxxx X. Xxxxxx XXXXXXX X. XXXXXXXX, Trustee of The Xxxxxxx X. Xxxxxxxx Year 2002 Revocable Trust dated August 16, 2002 SIGNATURE PAGE OF 12 TO This Purchase Agreement (this “Agreement”) is entered into to be effective as of January 28, 2008 (the “Effective Date”), by and between Fifth Third Bank, an Ohio banking corporation (“Seller”), and Koosharem Corporation, a California corporation, dba Select Staffing (“Buyer”).
