The Borrower. (a) A copy of the constitutional documents of the Borrower.
The Borrower. AGREES TO INDEMNIFY EACH AGENT, THE ARRANGER AND EACH LENDER, AND EACH RELATED PARTY OF ANY OF THE FOREGOING PERSONS (EACH SUCH PERSON BEING CALLED AN "INDEMNITEE") AGAINST, AND HOLD EACH INDEMNITEE HARMLESS FROM, ANY AND ALL LOSSES, CLAIMS, DAMAGES, LIABILITIES AND RELATED EXPENSES, INCLUDING THE FEES, CHARGES AND DISBURSEMENTS OF ANY COUNSEL FOR ANY INDEMNITEE, INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF (I) THE EXECUTION OR DELIVERY OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY, THE PERFORMANCE BY THE PARTIES HERETO OR THE PARTIES TO ANY OTHER LOAN DOCUMENT OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR BY ANY OTHER LOAN DOCUMENT, (II) THE FAILURE OF THE BORROWER, ANY GUARANTOR OR ANY SUBSIDIARY TO COMPLY WITH THE TERMS OF ANY LOAN DOCUMENT, INCLUDING THIS AGREEMENT, OR WITH ANY GOVERNMENTAL REQUIREMENT, (III) ANY INACCURACY OF ANY REPRESENTATION OR ANY BREACH OF ANY WARRANTY OR COVENANT OF THE BORROWER, ANY GUARANTOR OR ANY SUBSIDIARY SET FORTH IN ANY OF THE LOAN DOCUMENTS OR ANY INSTRUMENTS, DOCUMENTS OR CERTIFICATIONS DELIVERED IN CONNECTION THEREWITH, (IV) ANY LOAN OR THE USE OF THE PROCEEDS THEREFROM, (V) ANY OTHER ASPECT OF THE LOAN DOCUMENTS, (VI) THE OPERATIONS OF THE BUSINESS OF THE BORROWER, ANY GUARANTOR OR ANY SUBSIDIARY BY THE BORROWER, ANY GUARANTOR OR ANY SUBSIDIARY, (VII) ANY ASSERTION THAT THE LENDERS WERE NOT ENTITLED TO RECEIVE THE PROCEEDS RECEIVED PURSUANT TO THE SECURITY INSTRUMENTS, (VIII) ANY ENVIRONMENTAL LAW APPLICABLE TO THE BORROWER, ANY GUARANTOR OR ANY SUBSIDIARY OR ANY OF THEIR PROPERTIES, INCLUDING WITHOUT LIMITATION, RELATED TO THE PRESENCE, GENERATION, STORAGE, RELEASE, THREATENED RELEASE, USE, TRANSPORT, DISPOSAL, ARRANGEMENT OF DISPOSAL OR TREATMENT OF PETROLEUM, HYDROCARBONS, OIL AND GAS WASTES, SOLID WASTES OR HAZARDOUS SUBSTANCES AT ANY LOCATION, (IX) THE ACTUAL OR ALLEGED BREACH OR NON-COMPLIANCE BY THE BORROWER, ANY GUARANTOR OR ANY SUBSIDIARY WITH ANY ENVIRONMENTAL LAW APPLICABLE TO THE BORROWER, ANY GUARANTOR OR ANY SUBSIDIARY, (X) THE PAST OWNERSHIP BY THE BORROWER, ANY GUARANTOR OR ANY SUBSIDIARY OF ANY OF THEIR PROPERTIES OR PAST ACTIVITY ON ANY OF THEIR PROPERTIES WHICH, THOUGH LAWFUL AND FULLY PERMISSIBLE AT THE TIME, COULD RESULT IN PRESENT LIABILITY, (XI) THE ACTUAL OR ALLEGED PRESENCE, USE, RELEASE, STORAGE, TREATMEN...
The Borrower. The Borrower shall not assign any of its rights or obligations hereunder.
The Borrower. SIGNED by ) Xx. Xxxxxxxxxxxx Xxxxxxxxxx ) for and on behalf of ) COSTAMARE INC., ) as Xxxxxxxx ) /s/ Xxxxxxxxxxxx Xxxxxxxxxx in the presence of: ) Attorney-in-fact Witness: /s/ Xxxxxxxxxx Xxxxxxxxx Name: Xxxxxxxxxx Xxxxxxxxx Address: 00 Xxxxxxxx Xxxxxxxxxx Xxxxxx 185 35 Piraeus, Greece Occupation: Attorney-at-Law THE CREDITORS SIGNED by ) Xx. Xxxxxxxxxxx X. Sioufas ) for and on behalf of ) Deutsche Schiffsbank Aktiengesellschaft, ) as joint Arranger, Security Agent, Swap Bank, ) Agent and Xxxxxx ) /s/ Xxxxxxxxxxx X. Xxxxxxx in the presence of: ) Attorney-in-fact Witness: /s/ Xxxxxxxxxx Xxxxxxxxx Name: Xxxxxxxxxx Xxxxxxxxx Address: 00 Xxxxxxxx Xxxxxxxxxx Xxxxxx 185 35 Piraeus, Greece Occupation: Attorney-at-Law SIGNED by ) Xxx. Xxxxxxxxx Xxxxxxxxxx and Xx. Xxxxxxxx Xxxxxxxx ) /s/ Xxxxxxxxx Xxxxxxxxxx for and on behalf of ) Attorney-in-fact Unicredit Bank Ag ) (formerly BAYERISCHE HYPO-UND ) Vereinsbank Aktiengesellschaft), ) as joint Arranger, ) Account Bank, Swap Bank and Lender ) /s/ Pericles Lycoudis in the presence of: ) Attorney-in-fact Witness: /s/ Xxxxxxxxxx Xxxxxxxxx Name: Xxxxxxxxxx Xxxxxxxxx Address: 00 Xxxxxxxx Xxxxxxxxxx Xxxxxx 185 35 Piraeus, Greece Occupation: Attorney-at-Law SIGNED by ) Xx. Xxxxxxxxxxx X. Sioufas ) for and on behalf of ) Credit Suisse AG, ) (formerly CREDIT SUISSE), as Lender ) /s/ Xxxxxxxxxxx X. Xxxxxxx in the presence of: ) Authorised Officer Witness: /s/ Xxxxxxxxxx Xxxxxxxxx Name: Xxxxxxxxxx Xxxxxxxxx Address: 00 Xxxxxxxx Xxxxxxxxxx Xxxxxx 185 35 Piraeus, Greece Occupation: Attorney-at-Law SIGNED by ) Xx. Xxxxxxx Xxxxxxxxxxx and ) Xxxxxxxx Xxxxxxxxx ) /s/ X. Xxxxxxxxxxx for and on behalf of ) Authorised Officer BNP PARIBAS S.A., ) (as successor of FORTIS BANK S.A./N.V.), ) as Lender ) in the presence of: ) Attorney-in-fact ) /s/ Xxxxxxxx Xxxxxxxxx Authorised Officer Witness: /s/ Xxxxxxxxxx Xxxxxxxxx Name: Xxxxxxxxxx Xxxxxxxxx Address:00 Xxxxxxxx Xxxxxxxxxx Xxxxxx 185 35 Piraeus, Greece Occupation: Attorney-at-Law SIGNED by ) Xx. Xxxxxxxxxxx X. Sioufas ) for and on behalf of ) HSH NORDBANK AG, ) as Lender and Swap Bank ) /s/ Xxxxxxxxxxx X. Xxxxxxx in the presence of: ) Attorney-in-fact Witness: /s/ Xxxxxxxxxx Xxxxxxxxx Name: Xxxxxxxxxx Xxxxxxxxx Address: 00 Xxxxxxxx Xxxxxxxxxx Xxxxxx 185 35 Piraeus, Greece Occupation: Attorney-at-Law
The Borrower. (i) is not and will not become a Person or entity described by Section 1 of Executive Order 13224 of September 24, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (12 C.F.R. 595), and the Borrower does not engage in dealings or transactions with any such Persons or entities; and
The Borrower. (i) Contemporaneous with the execution of the within Agreement, shall provide the Lender with such agreement of the depository with which the Central Account is maintained as may be satisfactory to the Lender.
The Borrower. The Administrative Agent shall have received a ------------ certificate, dated the Effective Date of the Secretary or Assistant Secretary of the Borrower (i) attaching a true and complete copy of the resolutions of its Board of Directors and of all documents evidencing other necessary corporate action (in form and substance satisfactory to the Administrative Agent) taken by it to authorize the Loan Documents to which it is a party and the transactions contemplated thereby, (ii) attaching a true and complete copy of its Certificate of Incorporation and By-Laws, (iii) setting forth the incumbency of its officer or officers who may sign such Documents, including therein a signature specimen of such officer or officers and (iv) attaching a certificate of good standing of the Secretary of State of the States of Delaware and California.
The Borrower. The Borrower hereby ratifies and confirms all of its Obligations to the Lenders and the Facility Agent and the Borrower hereby affirms its absolute and unconditional promise to pay to the Lenders and the Facility Agent the Loans and all other amounts due under the Credit Agreement, as amended hereby. The Borrower hereby confirms that the Obligations are and remain secured pursuant to the Security Documents and pursuant to all other instruments and documents executed and delivered by the Borrower as security for the Obligations.
The Borrower. (a) A certificate of an authorised signatory of the Borrower, certifying that the constitutional documents delivered to the Agent have not been amended and remain in full force and effect.
The Borrower. The Borrower hereby unconditionally and irrevocably:
