Fortis Benefits represents that it believes, in good faith, that the Separate Account is a “segregated asset account” and that interests in the Separate Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817(h) of the Code and the regulations thereunder. Fortis Benefits will make every effort to continue to meet such definitional requirements, and it will notify the Fund and Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.
Citibank and Affiliates With respect to its Commitment, the Advances made by it and the Note issued to it, Citibank shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though it were not the Agent; and the term "Lender" or "Lenders" shall, unless otherwise expressly indicated, include Citibank in its individual capacity. Citibank and its Affiliates may accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any kind of business with, the Borrower, any of its Subsidiaries and any Person who may do business with or own securities of the Borrower or any such Subsidiary, all as if Citibank were not the Agent and without any duty to account therefor to the Lenders.
Other Agents; Arrangers and Managers None of the Lenders or other Persons identified on the facing page or signature pages of this Agreement as a “syndication agent,” “documentation agent,” “co-agent,” “book manager,” “lead manager,” “arranger,” “lead arranger” or “co-arranger” shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than, in the case of such Lenders, those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders or other Persons so identified shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders or other Persons so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.
BANK OF AMERICA, N A., as Initial Note A-1-1 Holder, Initial Note A-1-2 Holder, Initial Note A-1-3 Holder, Initial Note A-1-4 Holder and Initial Note A-1-5 Holder By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Managing Director UBS AG, NEW YORK BRANCH, as Initial Note A-2-1 Holder, Initial Note A-2-2 Holder, Initial Note A-2-3 Holder, Initial Note A-2-4 Holder, Initial Note A-2-5 Holder, Initial Note A-2-6 Holder, Initial Note A-2-7 Holder, Initial Note A-2-8 Holder, Initial Note A-2-9 Holder, Initial Note A-2-10 Holder and Initial Note A-2- 11 Holder By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Director By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Managing Director LMF COMMERCIAL, LLC, as Initial Note A-3-1 Holder, Initial Note A-3-2 Holder, Initial Note A-3-3 Holder, Initial Note A-3-4 Holder, Initial Note A-3-5 Holder, Initial Note A-3-6 Holder, Initial Note A-3-7 Holder and Initial Note A-3-8 Holder By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Auhorized Signatory Description of Mortgage Loan Mortgage Loan Borrowers: 11 WEST 42 REALTY INVESTORS, L.L.C. Date of Mortgage Loan: June 30, 2023 Date of All Promissory Notes: June 30, 2023 Original Principal Amount of Mortgage Loan: $274,000,000 Principal Amount of Mortgage Loan as of the date hereof: $274,000,000 Promissory Note A-1-1 Principal Balance: $30,000,000 Promissory Note A-1-2 Principal Balance: $25,000,000 Promissory Note A-1-3 Principal Balance: $15,000,000 Promissory Note A-1-4 Principal Balance: $11,333,334 Promissory Note A-1-5 Principal Balance: $10,000,000 Promissory Note A-2-1 Principal Balance: $6,333,333 Promissory Note A-2-2 Principal Balance: $20,000,000 Promissory Note A-2-3 Principal Balance: $10,000,000 Promissory Note A-2-4 Principal Balance: $10,000,000 Promissory Note A-2-5 Principal Balance: $10,000,000 Promissory Note A-2-6 Principal Balance: $10,000,000 Promissory Note A-2-7 Principal Balance: $5,000,000 Promissory Note A-2-8 Principal Balance: $5,000,000 Promissory Note A-2-9 Principal Balance: $5,000,000 Promissory Note A-2-10 Principal Balance: $5,000,000 Promissory Note A-2-11 Principal Balance: $5,000,000 Promissory Note A-3-1 Principal Balance: $25,000,000 Promissory Note A-3-2 Principal Balance: $23,000,000 Promissory Note A-3-3 Principal Balance: $10,000,000 Promissory Note A-3-4 Principal Balance: $12,000,000 Promissory Note A-3-5 Principal Balance: $5,000,000 Promissory Note A-3-6 Principal Balance: $5,000,000 Promissory Note A-3-7 Principal Balance: $5,666,667 Promissory Note A-3-8 Principal Balance: $5,666,666 Location of Mortgaged Property: 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX 00000 Maturity Date: July 6, 2028
Letters of Credit Issued for Account of Subsidiaries Notwithstanding that a Letter of Credit issued or outstanding hereunder supports any obligations of, or is for the account of, a Subsidiary, or states that a Subsidiary is the “account party,” “applicant,” “customer,” “instructing party,” or the like of or for such Letter of Credit, and without derogating from any rights of the applicable Issuing Bank (whether arising by contract, at law, in equity or otherwise) against such Subsidiary in respect of such Letter of Credit, the Borrower (i) shall reimburse, indemnify and compensate the applicable Issuing Bank hereunder for such Letter of Credit (including to reimburse any and all drawings thereunder) as if such Letter of Credit had been issued solely for the account of the Borrower and (ii) irrevocably waives any and all defenses that might otherwise be available to it as a guarantor or surety of any or all of the obligations of such Subsidiary in respect of such Letter of Credit. The Borrower hereby acknowledges that the issuance of such Letters of Credit for its Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiaries.
Agent the Lender Group 87 16.1. Appointment and Authorization of Agent........................................................87 16.2.
CITIBANK, N A. shall indemnify the Seller, each Affiliate of the Seller and each Person who controls any of such parties (within the meaning of Section 15 of the Securities Act of 1933, as amended, and Section 20 of the Exchange Act) and the respective present and former directors, officers, employees and agents of each of the foregoing, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
(1) (A) any untrue statement of a material fact contained in the Servicing Criteria assessment and any other information required to be provided by Citibank, N.A. to the Seller or its Affiliates under Section 10.15 (excluding clause (b)(ii) of Section 10.15), 10.16 (such information, together with the Citibank Information as defined in the Certificate of Citibank, N.A. attached hereto as Exhibit J, the “Provided Information”), or (B) the omission or alleged omission to state in the Provided Information a material fact required to be stated in the Provided Information, or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (B) of this paragraph shall be construed solely by reference to the related information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Provided Information or any portion thereof is presented together with or separately from such other information; or
(2) any failure by Citibank, N.A. to deliver any Servicing Criteria assessment, information, report, certification, accountants’ letter or other material when and as required under Sections 10.15 and 10.16;
Bank The Buyer (a) is a national bank or banking institution organized under the laws of any State, territory or the District of Columbia, the business of which is substantially confined to banking and is supervised by the State or territorial banking commission or similar official or is a foreign bank or equivalent institution, and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto.
Documentation Agent and Syndication Agent Neither the Documentation Agent nor the Syndication Agent shall have any duties or responsibilities hereunder in its capacity as such.
Nonliability of Administrative Agent and Lenders The relationship between the Borrower, on the one hand, and the Lenders, the Issuing Banks and the Administrative Agent, on the other hand, shall be solely that of borrower and lender. None of the Administrative Agent, any Issuing Bank or any Lender shall have any fiduciary responsibilities to the Borrower and no provision in this Agreement or in any of the other Loan Documents, and no course of dealing between or among any of the parties hereto, shall be deemed to create any fiduciary duty owing by the Administrative Agent, any Issuing Bank or any Lender to any Lender, the Borrower, any Subsidiary or any other Loan Party. None of the Administrative Agent, any Issuing Bank or any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations.
