         Case: 11-10468   Date Filed: 02/20/2013   Page: 1 of 17

                                                                   [PUBLISH]

          IN THE UNITED STATES COURT OF APPEALS

                  FOR THE ELEVENTH CIRCUIT
                    ________________________

                           No. 11-10468
                     ________________________

                D.C. Docket Nos. 1:09-cv-23835-ASG,

                          1:09-md-02106-ASG

AVENUE CLO FUND LTD.,
AVENUE CLO II, LTD.,
AVENUE CLO III, LTD.,
AVENUE CLO IV, LTD.,
AVENUE CLO V, LTD.,
AVENUE CLO VI, LTD.,
BRIGADE LEVERAGED CAPITAL STRUCTURES FUND, LTD.,
BATTALION CLO 2007-I LTD.,
CASPIAN CORPORATE LOAN FUND, LLC.,
CASPIAN CAPITAL PARTNERS, L.P.,
CASPIAN SELECT CREDIT MASTER FUND, LTD.,
ING PRIME RATE TRUST,
ING SENIOR INCOME FUND,
ING INTERNATIONAL (II) -SENIOR BANK LOANS EURO,
ING INVESTMENT MANAGEMENT CLO I, LTD.,
ING INVESTMENT MANAGEMENT CLO II, LTD.,
ING INVESTMENT MANAGEMENT CLO III, LTD.,
ING INVESTMENT MANAGEMENT CLO IV, LTD.,
ING INVESTMENT MANAGEMENT CLO V, LTD.,
VENTURE II CDO 2002, LIMITED,
VENTURE III CDO LIMITED,
VENTURE IV CDO LIMITED,
VENTURE V CDO LIMITED,
VENTURE VI CDO LIMITED,
VENTURE VII CDO LIMITED,
VENTURE VIII CDO LIMITED,
         Case: 11-10468   Date Filed: 02/20/2013   Page: 2 of 17

VENTURE IX CDO LIMITED,
VISTA LEVERAGED INCOME FUND,
VEER CASH FLOW CLO, LIMITED,
MARINER LDC,
MARINER OPPORTUNITIES FUND,L.P.,
GENESIS CLO 2007-1 LTD.,
CANPARTNERS INVESTMENTS IV, LLC,
CANYON CAPITAL ADVISORS, LLC.,
CANYON SPECIAL OPPORTUNITIES MASHTER FUND (CANYON), LTD.,
SCROGGIN CAPITAL MANAGEMENT II,
SCROGGIN INTERNATIONAL FUND LTD.,
SCROGGIN WORLDWIDE FUND LTD.,
CANTOR FITZGERALD SECURITIES,
OLYMPIC CLO I, LTD.,
SHASTA CLO I, LTD.,
WHITNEY CLO I LTD.,
SAN GABRIEL CLO I LTD.,
SIERRA CLO II LTD.,
SPCP GROUP, LLC,
STONE LION PORTFOLIO L.P.,
VENOR CAPITAL MASTER FUND, LTD.,

                                                       Plaintiffs - Appellants,

                                versus


BANK OF AMERICA, NA,
MERRILL LYNCH CAPITAL CORP.,
JPMORGAN CHASE BANK, N.A.,
BARCLAYS BANK, PLC,
DEUTSCHE BANK TRUST COMPANY AMERICAS,
ROYAL BANK OF SCOTLAND GROUP PLC, et al.,

                                                     Defendants - Appellees.




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               Case: 11-10468       Date Filed: 02/20/2013       Page: 3 of 17

                              ________________________

                                    No. 11-10740
                              ________________________

                         D.C. Docket Nos. 1:10-cv-20236-ASG,

                                   1:09-md-02106-ASG

BRIGADE LEVERAGED CAPITAL STRUCTURES FUND, LTD.,
MONARCH MASTER FUNDING, LTD.,
VENOR CAPITAL MASTER FUND, LTD., et al.,

                                                                      Plaintiffs - Appellants,

                                            versus


BANK OF AMERICA, NA,
MERRILL LYNCH CAPITAL CORP.,
JPMORGAN CHASE BANK, N.A.,
BARCLAYS BANK, PLC,
DEUTSCHE BANK TRUST COMPANY AMERICAS, et al.,

                                                                    Defendants - Appellees.

                              ________________________

                     Appeals from the United States District Court
                         for the Southern District of Florida
                            ________________________

                                    (February 20, 2013)

Before TJOFLAT, MARTIN and BUCKLEW, * Circuit Judges.

MARTIN, Circuit Judge:

*
  Honorable Susan C. Bucklew, United States District Judge for the Middle District of Florida,
sitting by designation.


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              Case: 11-10468        Date Filed: 02/20/2013   Page: 4 of 17

      This case presents more fallout from the failure of the ambitious

Fontainebleau development in Las Vegas, Nevada. In this appeal, we address a

contract dispute and two District Court decisions. The contract was entered into by

appellants Avenue CLO Fund, Ltd., and others, who provided term loans (the

Term Lenders); the appellee Bank of America, N.A., and others, who provided

revolving loans (the Revolving Lenders); and Fontainebleau Las Vegas LLC and

Fontainebleau Las Vegas II LLC, who borrowed the money (the Borrowers). The

Borrowers are represented here by Soneet R. Kapila, who is the Chapter 7

Bankruptcy Trustee for the Fontainebleau Estate. In separate actions, the

Borrowers and the Term Lenders sued the Revolving Lenders for breach of

contract. In one case, the District Court dismissed the Term Lenders’ claims

against the Revolving Lenders, finding that the Term Lenders lacked standing to

sue. In the other case, the District Court denied the Borrowers’ motion for

summary judgment against the Revolving Lenders, rejecting the Borrowers’

argument that the Revolving Lenders had breached the contract as a matter of law

and alternatively finding there are material issues of fact about whether the

Revolving Lenders breached the contract. After careful review, and having had the

benefit of oral argument, we affirm both rulings by the District Court.

                               I.      BACKGROUND

                                      A.     FACTS


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       The Borrowers were the owners and developers of a casino-resort to be built

in Las Vegas, Nevada (the Project). The Project was funded through a series of

agreements, including a Credit Agreement and a Disbursement Agreement. These

agreements set the terms by which the Borrowers could borrow the funds needed to

complete the Project.

       Here, the parties dispute the meaning of section 2 of the Credit Agreement,

through which the Revolving Lenders promised to lend the Borrowers money by

an agreed-upon process, once the Borrowers satisfied certain conditions.

Specifically, under section 2.1(c)(iii) of the Credit Agreement, “each Revolving

Lender severally agree[d] to make Revolving Loans . . . to Borrowers . . . provided

that . . . unless the Total Delay Draw Commitments [had] been fully drawn, the

aggregate outstanding principal amount of all Revolving Loans and Swing Line

Loans shall not exceed $150,000,000.”

       On March 2, 2009, the Borrowers requested $350 million in Delay Draw

Term Loans and $670 million in Revolving Loans.1 The next day, Bank of

America, as Administrative Agent,2 rejected the Borrowers’ request, explaining


1
  The next day, the Borrowers re-submitted their request to correct a “scrivener’s error” by
reducing their Revolving Loan request to $656,522,698. Bank of America rejected the
Borrowers’ March 3, 2009 request—which corrected the scrivener’s error—for the same reason
it rejected the March 2, 2009 request.
2
  The Credit and Disbursement Agreements established the Bank of America as both a Revolving
Lender and the Administrative Agent. The contract provided that the Borrowers would submit
lending requests to Bank of America as Administrative Agent. Then, Bank of America as
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that the request did not comply with Section 2.1(c)(iii) of the Credit Agreement, by

which the parties agreed that the outstanding principal amount of all Revolving

Loans would not exceed $150 million unless the Total Delay Draw Commitments

had been fully drawn. In other words, the Bank of America denied the Borrowers’

request because it asked for Delay Draw Term Loans and Revolving Loans at the

same time. The Borrowers responded to Bank of America’s rejection, stating that

their request complied with the Credit Agreement because “fully drawn” meant

“fully requested,” not “fully funded.” Thus, the Borrowers argued then, as they do

now, that the simultaneous request for the Delay Draw Term Loans and the

remainder of the Revolving Loans was in compliance with the Credit Agreement. 3

       During March and April 2009, the parties talked about the financial

condition of the Project. On April 20, 2009, the Revolving Lenders told the

Administrative Agent that the Borrowers had defaulted on the lending conditions.

As a result, the Revolving Lenders refused to give more funding to the Borrowers

and the Project collapsed.



Administrative Agent would notify each lender of the request so that the lender could make its
pro rata share of the funds available to the Administrative Agent. Then, “[u]pon satisfaction or
waiver of the applicable conditions precedent specified in Section 2.1,” the Administrative Agent
was to make the funds available in the Bank Proceeds Account, as consistent with the conditions
set forth in the Disbursement Agreement.
3
 Specifically, the Borrowers responded: “To be clear, Section 2.1(c)(iii) does not require the
Delay Draw Term Loan Commitment to have been funded prior to drawing down the Revolving
Loans; instead, this provision restricts the outstanding amount of the Revolving Loans unless the
Total Delay Draw Commitments have been fully drawn.” (emphasis in original).
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                         B.     PROCEDURAL HISTORY

      On June 9, 2009, the Borrowers filed for bankruptcy in the Southern District

of Florida and sued the Revolving Lenders in that proceeding. The Borrowers

alleged that the Revolving Lenders breached their contract by, among other things,

refusing to fund the loan payment on March 2, 2009. On June 10, 2009, the

Borrowers moved for summary judgment in Bankruptcy Court, seeking a judgment

that the Revolving Lenders breached the Credit Agreement by failing to fund the

Borrowers’ March 2, 2009 request and asking for a Turnover Order pursuant to

section 542 of the Bankruptcy Code. Next, the District Court for the Southern

District of Florida withdrew the reference to the Bankruptcy Court and took over

the case. On August 26, 2009, the District Court denied the Borrowers’ motion for

partial summary judgment and request for an order directing the turnover of funds.

      In separate law suits, various Term Lenders sued the Revolving Lenders.

Avenue CLO Fund, Ltd., and others, sued the Revolving Lenders in the District of

Nevada. ACP Master, Ltd., and others, sued the Revolving Lenders in the

Southern District of New York. On December 2, 2009, these cases were merged

into a multi-district litigation action in the Southern District of Florida. The

Revolving Lenders then moved to dismiss the Term Lenders’ complaints. On May

28, 2010, the District Court dismissed with prejudice the Delay Term Lenders’

claims against the Revolving Lenders, finding that the Term Lenders had no


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standing to enforce the Revolving Lenders’ promise to lend to the Borrowers

because the Term Lenders were not the intended beneficiaries of that promise.

      The Borrowers filed a notice of appeal on October 18, 2010. The Term

Lenders filed a notice of appeal on January 19, 2011. We consolidated the two

appeals, and have now had the benefit of the parties’ oral arguments.

                                  II.   DISCUSSION

      We review the District Court’s dismissal for lack of standing de novo.

Wright v. Dougherty Cnty., Ga., 358 F.3d 1352, 1354 (11th Cir. 2004). We also

review the District Court’s summary judgment decision de novo, applying the

same legal standard as the District Court. See Durruthy v. Pastor, 351 F.3d 1080,

1084 (11th Cir. 2003). “The interpretation of a contract is a question of law that

the court reviews de novo.” Daewoo Motor Am. v. Gen. Motors Corp., 459 F.3d

1249, 1256 (11th Cir. 2006). The parties agree that New York law governs the

interpretation of the contract.

       A. DISMISSAL OF THE TERM LENDERS’ CLAIMS AGAINST THE
              REVOLVING LENDERS FOR LACK OF STANDING

      To establish standing for Article III purposes, the Term Lenders must show

that they held a legally protected interest in the Credit Agreement which was

injured by the Revolving Lenders. See Lujan v. Defenders of Wildlife, 504 U.S.

555, 560–61, 112 S. Ct. 2130, 2136 (1992); Mid-Hudson Catskill Rural Migrant

Ministry, Inc. v. Fine Host Corp., 418 F.3d 168, 173 (2d Cir. 2005) (“[A] plaintiff
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must have standing under both Article III of the Constitution and applicable state

law in order to maintain a [breach of contract] cause of action.”). We look to New

York law to determine if the Term Lenders had a legally protected interest in the

Credit Agreement that allows them to sue the Revolving Lenders. See Mid-

Hudson Catskill, 418 F.3d at 173. Under New York law, the Term Lenders may

enforce a promise made in the Credit Agreement if either the contract language

“clearly evidences an intent to permit enforcement” by the Term Lenders or if no

other party may recover for the alleged breach of contract. See Fourth Ocean

Putnam Corp. v. Interstate Wrecking Co., 66 N.Y.2d 38, 45 (N.Y. 1985).

      The Term Lenders argue that the parties intended for them to enforce section

2.1(c) of the Credit Agreement. Specifically, they assert that the Term Lenders

were the intended beneficiaries of the Revolving Lenders’ promise to lend to the

Borrowers. Because the intended beneficiary of a promise may enforce that

agreement, the Term Lenders argue that they have standing to enforce the section

2.1(c) promise. While they concede that the language of section 2.1(c) “says

nothing about whether the parties intended to give the Term Lenders the benefit of

that obligation,” the Term Lenders point to a separate provision in the Credit

Agreement and provisions in the Disbursement Agreement to argue that they were

the intended beneficiaries of the section 2.1(c) promise.




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      First, the Term Lenders direct us to section 10.6(a) of the Credit Agreement,

which provides that “[t]he provisions of this Agreement shall be binding upon and

inure to the benefit of the parties hereto and their respective successors and

assigns.” From this, the Term Lenders argue that “all parties are intended

beneficiaries of all provisions” of the Credit Agreement. However, we are not

persuaded by this because the broad-sweeping language in section 10.6(a) does not

clearly show the parties’ intent for the Term Lenders to enforce or benefit from the

promise of the Revolving Lenders to fund the Borrowers. Stainless, Inc. v. Emp’r

Fire Ins. Co., 418 N.Y.S.2d 76, 80 (N.Y. App. Div. 1979) (“The terms contained in

the contract must clearly evince an intention to benefit the third person who seeks

the protection of the contractual provisions.”). Certainly, the Term Lenders’

argument that all parties were intended beneficiaries of section 2.1(c) does not

support the conclusion that the Term Lenders are the only party able to recover

under that provision. See Fourth Ocean Putnam Corp., 66 N.Y.2d at 45.

      Second, the Term Lenders point to sections 2.3(d) and 10.5 of the

Disbursement Agreement. Generally, the Disbursement Agreement was structured

so that Disbursement Agreement Loans were paid into a Bank Proceeds Account.

The Borrowers could not access the funds in this account until they fulfilled

several conditions. During this time, the Lenders held a ratable security interest in

funds in the Bank Proceeds Account, which provided additional security for the


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Lenders “[t]o secure the payment and performance of each Borrower’s

obligations.” Based on this, the Term Lenders argue that they were the intended

beneficiaries of the loan from the Revolving Lenders to the Borrowers because

while the funds were in the Bank Proceeds Account, the Term Lenders gained the

benefit of a ratable security interest in that account.

       Again, we look to the language of the contract and find no express intention

of the parties that the Term Lenders be the beneficiaries of the Revolving Lenders’

promise to fund the Borrowers under section 2.1(c). See Berry Harvester Co. v.

Walter A. Wood Mowing & Reaping Mach. Co., 46 N.E. 952, 955 (N.Y. 1897)

(“Whether the right or privilege conferred by the promise of one party to a

tripartite contract belongs to one or both of the other contracting parties depends

upon the intention as gathered from the words used.”); see also Stainless, Inc., 418

N.Y.S.2d at 80 (“The intention to benefit the third party must appear from the four

corners of the instrument.”). 4 That the Term Lenders may have indirectly

benefitted from a promise between the Revolving Lenders and Borrowers makes

them incidental beneficiaries, not intended beneficiaries. See Salzman v. Holiday

Inns, Inc., 369 N.Y.S.2d 238, 261–62 (N.Y. App. Div. 1975) (“An incidental

4
  The Term Lenders ask us to consider the circumstances surrounding the contract. However,
we consider the background circumstances only when the language of the contract is ambiguous.
Berry Harvester Co., 46 N.E. at 955. Like the District Court we find no ambiguity in the
language of section 2.1(c) about the intended beneficiary, as it provides that “each Revolving
Lender severally agrees to make Revolving Loans . . . to Borrowers from time to time during the
Revolving Commitment Period.” (emphasis added).


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beneficiary is a person who may derive benefit from the performance of a contract

though he is neither the promisee nor the one to whom performance is to be

rendered . . . .”). As incidental beneficiaries, the Term Lenders are not in a

position to require the performance of the Revolving Lenders. See id. Beyond

that, the Term Lenders are not the only party able to recover for the breach. This

consolidated appeal also includes the Borrowers’ suit against the Revolving

Lenders for the purported breach of section 2.1(c), suggesting that other parties are

able to recover for the alleged breach of contract. 5 Cf. Fourth Ocean Putnam

Corp., 66 N.Y.2d at 45. Thus, we have concluded that the Term Lenders lack

standing to enforce the section 2.1(c) promise and affirm the District Court’s

dismissal of the breach of contract claims of the Term Lenders’ complaint.

          B. DENIAL OF THE BORROWERS’ MOTION FOR SUMMARY
         JUDGMENT AGAINST THE REVOLVING LENDERS AND MOTION
                             FOR TURNOVER

       The Borrowers urge us to find that the Revolving Lenders broke their

promise to fund under section 2.1(c)(iii) when they did not lend to the Borrowers

5
  The Term Lenders argue that they are the only party able to enforce the section 2.1(c)(iii)
promise. Specifically, they suggest that the Revolving Lenders breached because they were
required to fund the Borrowers, even though the Borrowers also breached by failing to disclose
an event of default. Because the Term Lenders are the only non-breaching party in this scenario,
the Term Lenders argue that they are the only party that may recover under section 2.1(c)(iii).
By way of this argument, the Term Lenders essentially ask us to assume the outcome of an
ongoing contract dispute and decide that the Term Lenders have standing on the basis of this
assumption. This we will not do. The language of the section 2.1(c)(iii) reveals an “intent to
permit enforcement” by the Borrowers. Fourth Ocean Putnam Corp., 66 N.Y.2d at 45.
 We therefore conclude that the Term Lenders are not the only party able to enforce the section
2.1(c)(iii) promise.
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on March 2, 2009. Specifically, the Borrowers say that the Revolving Lenders

were required to fund once the Borrowers simultaneously requested funds from the

Delay Draw Term Loans and the Revolving Loans. The Revolving Lenders

respond that they were right to reject the Borrowers’ request because the Credit

Agreement did not allow for this type of simultaneous request. After careful

review, we have concluded that the relevant terms of the Credit Agreement are

ambiguous. For this reason, we decline to hold, as a matter of law, that the

Revolving Lenders breached the Credit Agreement when they did not fund the

March 2, 2009 request.

      The provision of the Credit Agreement at issue, section 2.1(c)(iii), requires

the Revolving Lenders to make Revolving Loans to the Borrowers “unless the

Total Delay Draw Commitments have been fully drawn, the aggregate outstanding

principal amount of all Revolving Loans and Swing Line Loans shall not exceed

$150,000,000.” Section 2.1(c)(iii) is found within section 2, which contains three

provisions about the “amount and terms of [the loan] commitments” between the

Lenders and Borrowers. Subsection (a) governs the disbursement of the Initial

Term Loans, which were given to the Borrowers after the execution of the Credit

Agreement. Subsection (b) describes the disbursement process for Delay Draw

Term Loans. In relevant part, subsection (b) provides that “the proceeds of each

Delay Draw Term Loan will be applied first to repay any then outstanding


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Revolving Loans . . . and [any remaining funds will] second be credited to the

Bank Proceeds Account.” (emphasis in original). Subsection (c) covers Revolving

Loans and explains that the Revolving Lenders will make Revolving Loans to the

Borrowers provided that “unless the Total Delay Draw Commitments have been

fully drawn, the aggregate outstanding principal amount of all Revolving Loans

and Swing Line Loans shall not exceed $150,000,000.”

       The Revolving Lenders argue that subsections (b) and (c) of the Credit

Agreement establish a “sequential funding process” by which the Revolving Loans

were the last loans to be funded to the Borrowers. The Revolving Lenders urge us

to read subsection (b)(i), which requires loans under the Delay Draw Commitments

to be $150 million or greater, together with subsection (c)(iii), which provides that

the Revolving Loans must not exceed $150 million “unless the Total Delay Draw

Commitments have been fully drawn.” When read in context, the Revolving

Lenders assert that the Delay Draw Term Loan Commitments could not be “fully

drawn” under subsection (c)(iii) “until there were no funds left to pay off the $150

million.”6 Thus, a simultaneous request for all of the funds from the Delay Draw

Term Loans and all of the funds from the Revolving Loans is not allowed under




6
 This reasoning was articulated by the District Court in concluding that the term “fully drawn”
means “fully funded.” On appeal, the Revolving Lenders adopt this position in urging us to
agree with the District Court’s interpretation.
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the contract because the Delay Draw Term Loans are used to repay the Revolving

Loans.

      The Borrowers argue that the funding arrangement established through

subsections (b) and (c) created a continuous flow-of-funds structure. The

Borrowers appear to agree that the contract established a “sequential funding

process,” but say that the sequential process did not allow for the funding to stop

when there was a simultaneous request for Revolving and Delay Draw Term

Loans. Rather, the Borrowers assert that the Delay Draw Term Loans were only

required to cover the Revolving Loans that were outstanding at the time the

Borrowers requested the loan. In March 2009, the Borrowers argue that the Delay

Draw Term Loans would have satisfied the outstanding Revolving Loan, meaning

that the remainder of available funds should have been placed in the Bank Proceed

Account to be disbursed to the Borrowers. Because the Revolving Lenders’

interpretation of subsections (b) and (c) stopped the lending, the Borrowers argue it

is at odds with the purpose of the agreement, which was to provide a steady flow of

funds to the Borrowers.

      The Borrowers also present several arguments why the phrase “fully drawn”

in section 2.1(c)(iii) unambiguously means “fully requested.” The Borrowers’

primary argument is that the word “outstanding” is used other places in the

contract to mean “funded.” Because “outstanding” means “funded,” the Borrowers


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argue that the word “drawn” must mean “requested.” The Revolving Lenders

respond that “drawn” and “outstanding” have different meanings because they are

used to describe loans that have different features. 7

       This seems to us a reasonable basis for disagreement over the interpretation

of the Revolving Lenders’ section 2.1(c)(iii) obligation and so we conclude that the

meaning of the provision is ambiguous. See Greenfield v. Philles Records, 98

N.Y.2d 562, 569 (N.Y. 2002) (explaining that a contract is unambiguous when it

has a “definite and precise meaning”). This is in keeping with New York law

which instructs that when there is a “reasonable basis for a difference of opinion”

attended by a “danger of misconception,” in a contract, it is to be deemed

ambiguous. See Breed v. Ins. Co. of N. Am., 46 N.Y.2d 351, 355 (1978); see e.g.,

Seiden Assoc., Inc. v. ANC Holdings, Inc., 959 F.2d 425, 430 (2d Cir. 1992)

(applying New York law in examining the interrelationship between two

provisions in an agreement and finding the contract susceptible to more than one

meaning and therefore ambiguous).
7
 The Borrowers have also argued alternatively that the contract required the Revolving Lenders
to lend to them even if the Borrowers had entered into default. Specifically, section 2.1 provides
that “[t]he making of Revolving Loans which are Disbursement Agreement Loans to the Bank
Proceeds Account shall be subject only to the fulfillment of the applicable conditions set forth in
Section 5.2.” Section 5.2(a) provides that funding after the submission of a Notice of Borrowing
must comply with Section 2. From this, the Borrowers argue that the Revolving Lenders’
obligation to fund was only conditioned by the term set forth in section 2. Because the
Borrowers’ failure to disclose an Event of Default was a condition governed by a different
section, the Borrowers argue that the Revolving Lenders were obligated to fund because the
Borrowers were in non-compliance with a provision outside of section 2. Again, we agree with
the District Court that the clause cannot be read to make irrelevant the duties and obligations of
the parties which are carefully outlined in several sections of the Credit Agreement.
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      Where, as here, “the language used is susceptible to differing interpretations

. . . and where there is relevant extrinsic evidence of the parties’ actual intent, the

meaning of the words become an issue of fact and summary judgment is

inappropriate.” Seiden Assoc., 959 F.2d at 428. “Because of the presence of an

ambiguity, an opportunity to present extrinsic evidence must be afforded to

establish what the original contracting parties intended.” Id. at 430. Based on this,

we cannot conclude, as a matter of law, that the Revolving Lenders broke their

promise to fund the Borrowers under section 2 of the Credit Agreement. For the

same reasons, we also affirm the District Court’s denial of the Borrowers’ request

for turnover of the loan proceeds and specific performance.

                               III.   CONCLUSION

      We affirm the District Court’s dismissal of the Term Lenders’ claims for

lack of standing. We also affirm the District Court’s denial of the Borrowers’

summary judgment motion.

      AFFIRMED.




                                           17
