Lender Parties Clause Samples
Lender Parties. Each of the Lender Parties represents and warrants to the Master Issuer 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 Master Issuer’s and the Manager’s business, management and financial affairs, and the terms and conditions of the proposed purchase of the Series 2018-1 Class A-1 Notes, with the Master Issuer and the Manager and their respective representatives;
(b) it is a “qualified institutional buyer” within the meaning of Rule 144A under the 1933 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 2018-1 Class A-1 Notes;
(c) it is purchasing the Series 2018-1 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 1933 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 1933 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 1933 Act, or the rules and regulations promulgated thereunder, with respect to the Series 2018-1 Class A-1 Notes;
(d) it understands that (i) the Series 2018-1 Class A-1 Notes have not been and will not be registered or qualified under the 1933 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 1933 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 Master Issuer, (ii) the Master Issuer is not required to register the Series 2018-1 Class A-1 Notes under the 1933 Act or any applicable state securities laws or the securities laws of any other jurisdiction, (iii) any permitted transferee he...
Lender Parties. NOT RELYING ON ADMINISTRATIVE
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. The provisions of this Article 9. 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 any of the provisions hereof (except that the provisions of Sections 9.6. 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 no Borrower shall have any rights 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. JPMORGAN CHASE BANK, N.A., as a Lender By /s/ BRYCE HY Name: Bryce Hy Title: Vice President SKANDINAVISKA ENSKILDA ▇▇▇▇▇▇ ▇▇ (PUBL) By /s/ ▇▇▇▇ ▇▇▇▇▇-SKIELSE Name: ▇▇▇▇ ▇▇▇▇▇-Skielse Title: By /s/ ▇▇▇▇▇▇ HELLNERS Name: ▇▇▇▇▇▇ Hellners Title: Sumitomo Mitsui Banking Corporation By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director SOCIÉTÉ GÉNÉRALE By /s/ ▇▇▇▇▇▇▇ ▇▇ Name: ▇▇▇▇▇▇▇ ▇▇ Title: Director Banco Santander, S.A. By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Attorney By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Executive Director ▇▇▇▇▇▇▇ SACHS BANK USA By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory Landesbank Hessen-Thüringen Girozentrale New York Branch By /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇ Title: SVP PNC BANK, NATIONAL ASSOCIATION By /s/ ▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇ Title: Vice President NORDEA BANK ABP, NEW YORK BRANCH as Administrative Agent By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Title: EVP Sovereign RCL Sovereign LLC Malta Empress of the Seas Nordic Empress Shipping Inc. Bahamas Monarch RCL Monarch LLC Malta Majesty of the Seas Majesty of the Seas Inc. Bahamas Grandeur of the Seas Grandeur of the Seas Inc. Bahamas Rhapsody of the Seas Rhapsody of the Seas Inc. Bahamas Enchantment of the Seas Enchantment of the Seas Inc. Bahamas Vision of the Seas Vision of the Seas Inc. Bahamas Voyager of the Seas Voyager of the Seas Inc. Bahamas Horizon RCL Horizon LLC Malta Mariner of the Seas Mariner of the Seas Inc. Bahamas Celebrity Millennium Millennium Inc. Malta Explorer of the Seas Explorer of the Seas Inc. Bahamas Celebrity Infinity Infinity Inc. Malta Radiance of the Seas Radiance of the Seas Inc. Bahamas Celebrity Summit Summit Inc. Malta Adventure of the Seas Adventure of the Seas Inc. Bahamas Navigator of the Seas Navigator of the Seas Inc. Bahamas Celebrity Constellation Constellation Inc. Malta Serenade of the Seas Serenade of the Seas Inc. Bahamas Jewel of the Seas Jewel of the Seas Inc. Bahamas Celebrity Xpedition Oceanadventures S.A. Ecuador Freedom of the Seas Freedom of the Seas Inc. Bahamas Azamara Journey Azamara Journey Inc. Malta Azamara Quest Azamara Quest Inc. Malta Liberty of the Seas Liberty of the Seas Inc. Bahamas Independence of the Seas Independence of the Seas Inc. Bahamas Celebrity Solstice Celebrity Solstice Inc. Malta Celebrity Equinox Celebrity Equi...
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. Each of the Lender Parties represents and warrants to the Co-Issuers and the Managers 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 Managers’ business, management and financial affairs, and the terms and conditions of the proposed purchase of the Series 2022-1 Class A-1 Notes, with the Co-Issuers and the Managers and their respective representatives; (b) it is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3)
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 Adam▇ & ▇ees▇ ▇▇▇nion Exhibit C-2 Form of Will▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇nion Exhibit C-3 Form of Pils▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇P 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 Fult▇▇ ▇▇▇elopment 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