Senior Lender. As used herein, “Senior Lender” means Silicon Valley Bank, and “Senior Loan Documents” means all present and future documents instruments and agreements entered into between Borrower and Senior Lender or by third parties relating to Borrower and Senior Lender.
Senior Lender. Senior Lender hereby represents and warrants as follows:
(i) Exhibit D hereto is a true, correct and complete list of all of the Senior Loan Documents (including all amendments and modifications thereof), as of the date hereof.
(ii) To Senior Lender’s knowledge, there currently exists no default or event which, with the giving of notice or the lapse of time, or both, would constitute a default under any of the Senior Loan Documents.
(iii) Senior Lender is the legal and beneficial owner of the Senior Loan free and clear of any lien, security interest, option or other charge or encumbrance.
(iv) There are no conditions precedent to the effectiveness of this Agreement against Senior Lender that have not been satisfied or waived.
(v) Senior Lender has, independently and without reliance upon either Mezzanine 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.
(vi) Senior 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.
(vii) All actions necessary to authorize the execution, delivery, and performance of this Agreement on behalf of Senior Lender have been duly taken, and all such actions continue in full force and effect as of the date hereof.
(viii) Senior Lender has duly executed and delivered this Agreement and this Agreement constitutes the legal, valid, and binding agreement of Senior Lender enforceable against Senior 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 in law or in equity.
(ix) To Senior Lender’s knowledge, 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 Senior Lender of this Agreement or consummation by Senior Lender of the transactions contemplated by this Agreement.
(x) 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 go...
Senior Lender. Senior Lender hereby acknowledges 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 Junior Loans and, subject to the terms and provisions of this Agreement, all of the terms and provisions of the Junior Loan Documents; (ii) the execution, delivery and performance of the Junior Loan Documents 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 Senior Loan Documents; (iii) none of the Junior Lenders are under any obligation or duty to, nor has any Junior Lender represented that it will, see to the application of the proceeds of the Junior Loans; (iv) any application or use of the proceeds of the Junior Loans for purposes other than those provided in the Junior Loan Documents shall not affect, impair or defeat the terms and provisions of this Agreement or the Junior Loan Documents; (v) any conditions precedent to Senior Lender’s consent to the Junior Loans as set forth in the Senior Loan Documents or any other agreements with any Borrower Party, as they apply to the Junior Loan Documents or the making of the Junior Loans, have been either satisfied or waived; and (vi) any Junior Lender may obtain title to its respective Separate Collateral subject to the terms and conditions set forth in Section 6 and Senior Lender consents thereto.
Senior Lender. Defined in the Recitals.
Senior Lender. LAURUS MASTER FUND, LTD., a Cayman Islands company,
Senior Lender. Senior Lender hereby acknowledges 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 Mezzanine Loans and, subject to the terms and provisions of this Agreement, all of the terms and provisions of the Mezzanine Loan Documents, (ii) the execution, delivery and performance of the Mezzanine Loan Documents 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 Senior Loan Documents, (iii) neither Mezzanine Lender is under any obligation or duty to, nor has either Mezzanine Lender represented that it will, see to the application of the proceeds of the related Mezzanine Loan by the related Mezzanine Borrower or any other Person to whom such Mezzanine Lender disburses such proceeds and (iv) any application or use of the proceeds of the Mezzanine Loans for purposes other than those provided in the Mezzanine Loan Documents shall not affect, impair or defeat the terms and provisions of this Agreement or the Mezzanine Loan Documents. Senior Lender hereby consents to the Mezzanine Lenders obtaining title to the applicable Separate Collateral (provided, however, that with respect to the applicable portion of the Separate Collateral constituting Equity Collateral, each Mezzanine Lender acts in accordance with the provisions of Section 5 hereof) pledged to the related Mezzanine Lender, subject to the terms and conditions of Section 5 hereof. Senior Lender hereby acknowledges and agrees that any conditions precedent to Senior Lender’s consent to mezzanine financing as set forth in the Senior Loan Documents or any other agreements with the Borrower, as they apply to the Mezzanine Loan Documents or the making of the Mezzanine Loan, have been either satisfied or waived.
Senior Lender. Any holder of any Senior Obligation (including any Affiliate of such Senior Lender and their respective successors and assigns).
Senior Lender. GOLISANO HOLDINGS LLC, a New York limited liability company By: /s/ B. Xxxxxx Xxxxxxxx (Seal) Name: B. Xxxxxx Xxxxxxxx Title: Member By: /s/ Xxxxxx XxXxxx (Seal) Name: Xxxxxx XxXxxx Title: Chief Executive Officer By: /s/ Xxxxxx XxXxxx (Seal) Name: Xxxxxx XxXxxx Title: Sole Manager By ORGANIC HOLDINGS LLC, its sole Member By: /s/ Xxxxxx XxXxxx (Seal) Name: Xxxxxx XxXxxx Title: Sole Manager
Senior Lender. PFG shall consider but shall have no obligation to consent to Obligor incurring Indebtedness senior in priority or repayment to the Obligations, such consent to be in PFG’s sole and absolute discretion.
