Lender Parties. Each of the Lender Parties represents and warrants to the Co-Issuers and the Manager as of the date hereof (or, in the case of a successor or assign of an Investor, as of the subsequent date on which such successor or assign shall become or be deemed to become a party hereto) that:
(a) it has had an opportunity to discuss the Co-Issuers’ and the Manager’s business, management and financial affairs, and the terms and conditions of the proposed purchase of the Series 2021-1 Class A-1 Notes, with the Co-Issuers and the Manager and their respective representatives;
(b) it is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of investing in, the Series 2021-1 Class A-1 Notes;
(c) it is purchasing the Series 2021-1 Class A-1 Notes for its own account, or for the account of one or more “qualified institutional buyers” within the meaning of Rule 144A under the Securities Act that meet the criteria described in clause (b) above and for which it is acting with complete investment discretion, for investment purposes only and not with a view to a distribution in violation of the Securities Act, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control, and neither it nor its Affiliates has engaged in any general solicitation or general advertising within the meaning of the Securities Act, or the rules and regulations promulgated thereunder, with respect to the Series 2021-1 Class A-1 Notes;
(d) it understands that (i) the Series 2021-1 Class A-1 Notes have not been and will not be registered or qualified under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction and are being offered only in a transaction not involving any public offering within the meaning of the Securities Act and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available and an opinion of counsel shall have been delivered in advance to the Co-Issuers, (ii) the Co-Issuers are not required to register the Series 2021-1 Class A-1 Notes under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction, (iii) ...
Lender Parties. If an Event of Default shall have occurred and be continuing, each Lender Party is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender Party to or for the credit or the account of Borrower, against any and all obligations of Borrower under this Agreement or any other Credit Document held by such Lender Party, irrespective of whether or not such Lender Party shall have made any demand under this Agreement or such other Credit Document and although the obligations may be unmatured. The rights of each Lender Party under this Section are in addition to other rights and remedies (including other rights of set-off) that such Lender Party may have.
Lender Parties. NOT RELYING ON ADMINISTRATIVE
Lender Parties. The provisions of this Article 8 are solely for the benefit of the Agent and the other Lender Parties and the Borrower shall not have any rights to rely on or enforce or be obligated under any of the provisions hereof (except that the provisions of Section 8.9 are also for the benefit of the Borrower). In performing its functions and duties under the Loan Documents, the Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for the Borrower.
Lender Parties. The provisions of this Article 8. are solely for the benefit of the Agent and the other Lender Parties and the Borrower shall not have any right to rely on or enforce any of the provisions hereof (except that (i) the provisions of Sections 8.6. and 8.
Lender Parties. The term “Lender Parties” shall mean Administrative Agent, Additional Collateral Agent and all Lenders.
Lender Parties. Industrial And Commercial Bank of China Limited, New York Branch By /s/ XXX XXXX Name: Xxx Xxxx Title: Director By /s/ GANG DUAN Name: Gang Duan Title: Executive Director DNB CAPITAL LLC By /s/ AHELIN SINGH Name: Ahelin Singh Title: Assistant Vice President By /s/ XXXX XXXXXXXXX Name: Xxxx Xxxxxxxxx Title: Assistant Vice President Intesa Sanpaolo S.p.A. – New York Branch By /s/ XXXXXXXXXX XXXXX Name: Xxxxxxxxxx Xxxxx Title: Head of Corporate Desk By /s/ XXXXXXX XXXXXX Name: Xxxxxxx Xxxxxx Title: Global Relationship Manager PNC BANK, NATIONAL ASSOCIATION By /s/ XXXX XXXX Name: Xxxx Xxxx Title: Vice President SOCIÉTÉ GÉNÉRALE By /s/ XXXXXXX XX Name : Xxxxxxx Xx Name : Director Banco Santander, S.A., New York Branch By /s/ XXXX XXXXX CUCCIOLI Name: Xxxx Xxxxx Cuccioli Title: Executive Director By /s/ PABLO URGOITI Name: Pablo Urgoiti Title: Managing Director BARCLAYS BANK PLC By /s/ XXXXX XXXXXX Name: Xxxxx Xxxxxx Title: Director BNP PARIBAS By /s/ XXXXX XXXXXXX Name: Xxxxx Xxxxxxx Title: Managing Director By /s/ XXXX XXXXXXXXXXX Name: Xxxx Xxxxxxxxxxx Title: Vice President Truist Bank, formerly known as Branch Banking and Trust Company and as successor by merger to SunTrust Bank By /s/ XXX X. XXXXX, III Name: Xxx X. Xxxxx, III Title: Senior Vice President COMMERZBANK AG, NEW YORK BRANCH By /s/ XXXXX XXXX ASTORZA Name: Xxxxx Xxxx Astorza Title: Managing Director By /s/ XXXXXX XXXXXX Name: Xxxxxx Xxxxxx Title: Vice President HSBC BANK USA, N.A. By /s/ XXXXXX XXXXX Name: Xxxxxx Xxxxx Title: Vice President Lender Parties: REGIONS BANK By /s/ XXXXXX X. XXXXXXXX Name: Xxxxxx X. Xxxxxxxx Title: Director Lender Parties: STANDARD CHARTERED BANK By /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Associate Director Lender Parties: Bayerische Landesbank, New York Branch By /s/ VARBIN STAYKOFF Name: Varbin Staykoff Title: Senior Director By /s/ XXXX XXXXXXXX Name: Xxxx Xxxxxxxx Title: Vice President Lender Parties: FIRST HORIZON BANK, a Tennessee banking corporation, successor by conversion to Capital Bank, a division of First Tennessee Bank National Association By /s/ XXXXXX XXXXXX Name: Xxxxxx Xxxxxx Title: Senior Vice President Lender Parties: CIBC BANK USA By /s/ XXXXXX XXXXXXXXX Name: Xxxxxx Xxxxxxxxx Title: Managing Director Lender Parties: DZ BANK AG DEUTSCHE ZENTRAL – GENOSSENSCHAFTSBANK, NEW YORK BRANCH By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Senior Vice President By /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Senior Vice President Lender Parties: XXXXXXX XXXX...
Lender Parties. Each Lender Party (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Lender Addendum and to consummate the transactions contemplated by the Credit Agreement and to become a Lender Party thereunder, (ii) from and after the date hereof, it shall be bound by the provisions of the Credit Agreement as a Lender Party thereunder and, to the extent of its Commitments, shall have the obligations of a Lender Party thereunder, (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by its Commitments and either it, or the person exercising discretion in making its decision to acquire the assets represented by the Commitments, is experienced in acquiring assets of such type, (iv) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the financial information delivered pursuant to Section 3.01 thereof, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Lender Addendum and to make its Commitments set forth herein, (v) it has, independently and without reliance upon the Administrative Agent or any Lender Party and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Lender Addendum and to make its Commitments set forth herein, and (vi) if it is a Lender Party organized under the laws of a jurisdiction outside of the United States, attached to the Lender Addendum is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by it; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any Lender Party, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender Party.
Lender Parties. Banco Bilbao Vizcaya Argentaria, S.A., New York Branch By /s/ XXXXX XXXXXXX Name: Xxxxx Xxxxxx Title: Managing Director By /s/ XXXXXX XXXXXXXXX Name: Xxxxxx Xxxxxxxxx Title: Senior Vice President DNB Capital LLC By /s/ XXXXXX XXXXX Name: Xxxxxx Xxxxx Title: Assistant Vice President By /s/ XXXX XXXXXXXXX Name: Xxxx Xxxxxxxxx Title: Assistant Vice President FIFTH THIRD BANK, NATIONAL ASSOCIATION By /s/ KNIGHT X. XXXXXXX Name: Knight X. Xxxxxxx Title: Managing Director HSBC Bank USA, N.A. By /s/ XXXXXX XXXXX Name: Xxxxxx Xxxxx Title: Vice President BANK OF AMERICA, N.A. By /s/ XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Managing Director MIZUHO BANK, LTD. By /s/ XXXXX XXXX Name: Xxxxx Xxxx Title: Executive Director TRUIST BANK, formerly known as Branch Banking and Trust Company and as successor by merger to SunTrust Bank By /s/ XXX X. XXXXX III Name: xxx X. Xxxxx III Title: Senior Vice President THE BANK OF NOVA SCOTIA By /s/ XXXX XXXXXXX Name: Xxxx Xxxxxxx Title: Managing Director & Industry Head U.S. Real Estate, Gaming & Leisure BNP PARIBAS By /s/ XXXXX XXXXXXX Name: Xxxxx Xxxxxxx Title: Managing Director By /s/ XXXX XXXXXXXXXXX Name: Xxxx Xxxxxxxxxxx Title: Vice President
Lender Parties. 81 EXHIBITS Exhibit A-1 Form of Notice of Borrowing Exhibit A-2 Form of Promissory Note Exhibit A-3 Form of Letter of Credit Obligation Request Exhibit B Conditions; Representations, Warranties and Agreements Exhibit C-1 Form of Adamx & Xeesx Xxxnion Exhibit C-2 Form of Willxxx X. Xxxxxxx Xxxnion Exhibit C-3 Form of Pilsxxxx Xxxxxxxx, XXP Opinion Exhibit D Form of Officer's Certificate Exhibit E Form of Pledge Agreement (Exhibit 4.07 to 10K/A) Exhibit F Form of Security Agreement (Exhibit 4.05 to 10K/A) Exhibit G-1 Form of Borrower Mortgage (Exhibit 10.12 to 10K/A) Exhibit G-2 Form of JCC Development Mortgage (Exhibit 10.15 to 10K/A) Exhibit G-3 Form of Canal Development Mortgage (Exhibit 10.13 to 10K/A) Exhibit G-4 Form of Fultxx Xxxelopment Mortgage (Exhibit 10.14 to 10K/A) Exhibit H Form of Intercreditor Agreement (Exhibit 4.05 to 10K/A) Exhibit I Form of Consent Letter Exhibit J Form of Subordination Terms (Exhibit 4.04 to 10K/A) Exhibit K Form of Letter of Credit Guaranty for Existing Letters of Credit Exhibit L Form of Registration Rights Agreement (Common Stock) (Exhibit 4.03 to 10K/A) Exhibit M Form of Registration Rights Agreement (Senior Notes) (Exhibit 4.02 to 10K/A) Exhibit N Litigation
