Common use of Acknowledgement of Debt Clause in Contracts

Acknowledgement of Debt. (a) Original Borrower and New Borrower confirm and acknowledge that the outstanding principal balance under the Note immediately prior to the Effective Date is $24,259,403.59, and the balances of all reserve and escrow accounts required under the Loan Documents are set forth on Schedule 1, attached hereto and made a part hereof. New Borrower declares and acknowledges, for the specific reliance and benefit of Lender, that (i) New Borrower has no right, claim, defense or right of offset of any kind or in any amount with respect to the Note, the Security Instrument or any of the other Loan Documents, and (ii) no amounts paid by New Borrower or Original Borrower to Lender pursuant to or in connection with the execution and delivery of this Agreement pursuant to Section 17 of this Agreement or similar amounts so paid shall be applied to or set off against the principal balance of the Note. (b) The parties acknowledge and agree that Lender shall continue to hold the balances in cash management, lock box, escrow and reserve accounts, if any (collectively referred to in this subparagraph (b) as the "Accounts"; which Accounts shall not include the existing Operating Account of Original Borrower), in accordance with the terms of the Loan Documents. Original Borrower and Original Guarantor covenant and agree that Lender has no further duty or obligation of any nature to Original Borrower or Original Guarantor relating to the Accounts, all of which Original Borrower does hereby assign, transfer and convey to New Borrower, that Original Borrower has no right to, and shall not, withdraw funds from the Accounts, and that any funds to be allocated to or deposited in the Operating Account pursuant to the terms of the Loan Documents from and after the Effective Date will be allocated to or deposited in New Borrower's Operating Account. All Accounts held by Lender in connection with the Loan Documents shall, from and after the Effective Date, be for the account of New Borrower.

Acknowledgement of Debt. (a) Lender, Original Borrower and New Borrower confirm and acknowledge that the aggregate outstanding principal balance under the Note immediately prior to the Effective Date is $24,259,403.59, 801,100,768.45 and the balances of all reserve and escrow accounts required under the Loan Documents are set forth on Schedule 1I, attached hereto and made a part hereofby this reference incorporated herein. New Borrower declares and acknowledges, for the specific reliance and benefit of Lender, that (i) New Borrower has no right, claim, defense or to New Borrower’s knowledge, defense, or right of offset of any kind or in any amount with respect to the Note, the Security Instrument Mortgage or any of the other Loan Documents, and (ii) no amounts paid by New Borrower or Assumption Agreement Berkadia Loan No. 00-0000000 & 00-0000000 Original Borrower to Lender pursuant to or in connection with the execution and delivery of this Agreement pursuant to Section 17 of this Agreement or similar amounts so paid shall be applied to or set off against the principal balance of the Note. (b) The parties acknowledge and agree that Lender shall continue to hold the balances in cash management, lock box, escrow and reserve accounts, if any (collectively referred to in this subparagraph (b) as the "Accounts"; which Accounts shall not include the existing Operating Account of Original Borrower)any, in accordance with the terms of the Loan Documents. Original Borrower and Original Guarantor covenant and agree that the Lender has no further duty or obligation of any nature to Original Borrower or Original Guarantor relating to the Accountssuch escrow and/or reserve balances, all of which Original Borrower does hereby assign, transfer and convey to New Borrower, that Original and New Borrower has no right to, hereby unconditionally accepts and shall not, withdraw funds from assumes the Accounts, and that any funds to be allocated to or deposited in the Operating Account pursuant to the terms of the Loan Documents from and after the Effective Date will be allocated to or deposited in New Borrower's Operating Accountsame. All Accounts escrow and reserve balances held by Lender in connection with the Loan Documents shall, from and after the Effective Date, be solely for the account of New Borrower. (c) Berkadia, as the servicing agent on behalf of Lender, hereby confirms, as of the Effective Date, that it has not issued to Original Borrower or Original Guarantor any written notice of, and has no actual knowledge of, a default or an Event of Default under the Original Borrower’s Loan Documents that has not been cured and is continuing. For the purposes of this Section 1(c), the term “actual knowledge” shall be limited to the actual knowledge of the undersigned, Gxxx X.