Common use of Acknowledgements by the Borrower Clause in Contracts

Acknowledgements by the Borrower. The Borrower acknowledges, represents and agrees that: (a) The Recitals are true and correct. (b) Neither any of the Existing Defaults nor any other Event of Default which has occurred and is continuing has been waived by the Lenders. (c) The Borrower has disclosed to the Agent and the Lenders each Event of Default existing on the date of this Amendment No. 5. (d) As a result of the Existing Defaults, the Majority Lenders would be entitled to direct the Agent to accelerate the maturity of the Notes and demand immediate payment. (e) As a result of the Existing Defaults, the Lenders have no obligation to make or continue Loans to the Borrower. (f) To the extent required by the Loan Documents and applicable law, the Borrower has received adequate and proper notice of the Principal Reduction Failure and the other Existing Defaults and the Borrower hereby waives its right, if any, to any further notice thereof. (g) Neither this Amendment No. 5 nor any course of dealing between or among any of the parties hereto is intended to operate, nor shall they be construed, as a waiver of any of the Existing Defaults or any other Event of Default, whether now existing or arising in the future, as to which the Agent and the Lenders reserve all of their rights. (h) Except as expressly provided to the contrary herein, (i) all of the Agent’s and the Lenders’ rights and remedies available under the Loan Documents and at law and in equity remain unchanged and available without restriction; (ii) the terms of the Loan Documents remain unchanged and in full force and effect and have not been amended, modified, or changed other than pursuant to a writing signed by the Agent, each Lender and the Borrower; and (iii) the obligations and duties of the Borrower to the Agent and the Lenders are not released, impaired, diminished, or amended as a result of the execution and delivery of this Amendment No. 5 or by any subsequent undertakings of the parties. (i) The principal of and accrued interest on the Notes, all fees and all other obligations and liabilities of the Borrower to the Agent and the Lenders under the Loan Documents are due and owing without offsets, deductions, counterclaims, or defenses of any kind or character whatsoever. (j) The security interests of the Agent in the outstanding stock of each of the Subsidiary Bank and Investment Directions, Inc. and in all of the personal property of Investment Directions, Inc. constitute valid, enforceable and perfected security interests as to which neither the Borrower, the Subsidiary Bank nor Investment Directions, Inc. has any offsets, deductions, counterclaims, or defenses of any kind or character whatsoever. (k) The Loan Documents are valid, binding and enforceable against the Borrower in accordance with their respective terms, and the Borrower hereby ratifies and reaffirms its obligations under each of the Loan Documents. (l) The Agent and each Lender have: (i) fully and timely performed all of their respective obligations and duties to the Borrower under the Loan Documents; (ii) no obligation to (nor has the Agent or any Lender made any representation of any kind that it will) extend any financial accommodations to the Borrower; (iii) not made any agreements, representations, or commitments, other than those expressly set forth in the Loan Documents; and (iv) acted reasonably, in good faith, and appropriately under the circumstances, and within the Agent’s and each Lender’s rights under the Loan Documents and applicable law, in all actions taken by the Agent and each Lender with respect to the Borrower. (m) The purpose of this Amendment No. 5 is to provide the Borrower an additional period of time to obtain funds to pay in full all of the Obligations of the Borrower to the Agent and the Lenders. (n) The forbearance by the Agent and the Lenders provided herein was requested by the Borrower and shall result in a direct and substantial benefit to the Borrower.

Acknowledgements by the Borrower. The Borrower acknowledges, represents and agrees that: (a) The Recitals are true and correct. (b) Neither any of the Existing Defaults Principal Reduction Failure nor any other Event of Default which has occurred and is continuing has been waived by the Lenders. (c) The Borrower has disclosed to the Agent and the Lenders each Event of Default existing on the date of this Amendment No. 53. (d) As a result of the Existing DefaultsPrincipal Reduction Failure, the Majority Lenders would be entitled to direct the Agent to accelerate the maturity of the Notes and demand immediate payment. (e) As a result of the Existing DefaultsPrincipal Reduction Failure, the Lenders have no obligation to make or continue Loans to the Borrower. (f) To the extent required by the Loan Documents and applicable law, the Borrower has received adequate and proper notice of the Principal Reduction Failure and the other Existing Defaults and the Borrower hereby waives its right, if any, to any further notice thereof. (g) Neither this Amendment No. 5 3 nor any course of dealing between or among any of the parties hereto is intended to operate, nor shall they be construed, as a waiver of any of the Existing Defaults Principal Reduction Failure or any other Event of Default, whether now existing or arising in the future, as to which the Agent and the Lenders reserve all of their rights. (h) Except as expressly provided to the contrary herein, (i) all of the Agent’s Agent and the Lenders’ rights and remedies available under the Loan Documents and at law and in equity remain unchanged and available without restriction; (ii) the terms of the Loan Documents remain unchanged and in full force and effect and have not been amended, modified, or changed other than pursuant to a writing signed by the Agentchanged, each Lender and the Borrowerwhether orally or in writing; and (iii) the obligations and duties of the Borrower to the Agent and the Lenders are not released, impaired, diminished, or amended as a result of the execution and delivery of this Amendment No. 5 3 or by any subsequent undertakings of the parties. (i) The principal of and accrued interest on the Notes, all fees and all other obligations and liabilities of the Borrower to the Agent and the Lenders under the Loan Documents are due and owing without offsets, deductions, counterclaims, or defenses of any kind or character whatsoever. (j) The security interests interest of the Agent in the outstanding stock of each of the Subsidiary Bank and Investment Directions, Inc. and in all of the personal property of Investment Directions, Inc. constitute constitutes a valid, enforceable and perfected security interests interest as to which neither the Borrower, the Subsidiary Bank nor Investment Directions, Inc. Borrower has any no offsets, deductions, counterclaims, or defenses of any kind or character whatsoever. (k) The Loan Documents are valid, binding and enforceable against the Borrower in accordance with their respective terms, and the Borrower hereby ratifies and reaffirms its obligations under each of the Loan Documents. There have been no modifications to any of the Loan Documents except pursuant to a writing signed by the Borrower, the Agent and each Lender. (l) The Agent and each Lender have: has (i) fully and timely performed all of their respective its obligations and duties to the Borrower under the Loan Documents; (ii) no obligation to (nor has the Agent or any Lender it made any representation of any kind that it will) extend any financial accommodations to the Borrower; (iii) not made any agreements, representations, or commitments, other than those expressly set forth in the Loan Documents; and (iv) acted reasonably, in good faith, and appropriately under the circumstances, and within the Agent’s and each Lender’s rights under the Loan Documents and applicable law, in all actions taken by the Agent and each Lender with respect to the Borrower. (m) The purpose of this Amendment No. 5 3 is to provide the Borrower an additional period of time to obtain funds to pay in full all of the Obligations obligations and liabilities of the Borrower to the Agent and the Lenders. (n) The forbearance by the Agent and the Lenders provided herein was requested by the Borrower and shall result in a direct and substantial benefit to the Borrower.

Acknowledgements by the Borrower. The Borrower acknowledges, represents and agrees that: (a) The Recitals are true and correct. (b) Neither any of the Existing Defaults Principal Reduction Failure nor any other Event of Default which has occurred and is continuing has been waived by the Lenders. (c) The Borrower has disclosed to the Agent and the Lenders each Event of Default existing on the date of this Amendment No. 54. (d) As a result of the Existing DefaultsPrincipal Reduction Failure, the Majority Lenders would be entitled to direct the Agent to accelerate the maturity of the Notes and demand immediate payment. (e) As a result of the Existing DefaultsPrincipal Reduction Failure, the Lenders have no obligation to make or continue Loans to the Borrower. (f) To the extent required by the Loan Documents and applicable law, the Borrower has received adequate and proper notice of the Principal Reduction Failure and the other Existing Defaults and the Borrower hereby waives its right, if any, to any further notice thereof. (g) Neither this Amendment No. 5 4 nor any course of dealing between or among any of the parties hereto is intended to operate, nor shall they be construed, as a waiver of any of the Existing Defaults Principal Reduction Failure or any other Event of Default, whether now existing or arising in the future, as to which the Agent and the Lenders reserve all of their rights. (h) Except as expressly provided to the contrary herein, (i) all of the Agent’s and the Lenders’ rights and remedies available under the Loan Documents and at law and in equity remain unchanged and available without restriction; (ii) the terms of the Loan Documents remain unchanged and in full force and effect and have not been amended, modified, or changed other than pursuant to a writing signed by the Agent, each Lender and the Borrower; and (iii) the obligations and duties of the Borrower to the Agent and the Lenders are not released, impaired, diminished, or amended as a result of the execution and delivery of this Amendment No. 5 4 or by any subsequent undertakings of the parties. (i) The principal of and accrued interest on the Notes, all fees and all other obligations and liabilities of the Borrower to the Agent and the Lenders under the Loan Documents are due and owing without offsets, deductions, counterclaims, or defenses of any kind or character whatsoever. (j) The security interests interest of the Agent in the outstanding stock of each of the Subsidiary Bank and Investment Directions, Inc. and in all of the personal property of Investment Directions, Inc. constitute constitutes a valid, enforceable and perfected security interests interest as to which neither the Borrower, the Subsidiary Bank nor Investment Directions, Inc. Borrower has any no offsets, deductions, counterclaims, or defenses of any kind or character whatsoever. (k) The Loan Documents are valid, binding and enforceable against the Borrower in accordance with their respective terms, and the Borrower hereby ratifies and reaffirms its obligations under each of the Loan Documents. (l) The Agent and each Lender have: has (i) fully and timely performed all of their respective its obligations and duties to the Borrower under the Loan Documents; (ii) no obligation to (nor has the Agent or any Lender it made any representation of any kind that it will) extend any financial accommodations to the Borrower; (iii) not made any agreements, representations, or commitments, other than those expressly set forth in the Loan Documents; and (iv) acted reasonably, in good faith, and appropriately under the circumstances, and within the Agent’s and each Lender’s rights under the Loan Documents and applicable law, in all actions taken by the Agent and each Lender with respect to the Borrower. (m) The purpose of this Amendment No. 5 4 is to provide the Borrower an additional period of time to obtain funds to pay in full all of the Obligations obligations and liabilities of the Borrower to the Agent and the Lenders. (n) The forbearance by the Agent and the Lenders provided herein was requested by the Borrower and shall result in a direct and substantial benefit to the Borrower.

Acknowledgements by the Borrower. The Borrower acknowledges, represents hereby confirms and agrees ------------------------------------ acknowledges to the Bank that: (a) The Recitals each of the foregoing recitals are true and correct.accurate both in substance and in fact; (b) Neither any it is in default of certain covenants and obligations under the Existing Defaults nor any other Event of Default which has occurred and is continuing has been waived by the Lenders.Loan Agreement; (c) The the Indebtedness is due and owing to the Bank and the Borrower has disclosed to no right or claim of set-off or any similar right or claim against the Agent and Bank in connection with the Lenders each Event of Default existing on the date of this Amendment No. 5.Indebtedness; (d) As a result the Bank has the right to demand repayment of the Existing Defaults, Indebtedness and to enforce the Majority Lenders would be entitled to direct the Agent to accelerate the maturity of the Notes and demand immediate payment.Security; (e) As a result the Security is, and any other security delivered by the Borrower to the Bank to secure the Indebtedness after the date hereof will be, in full force and effect, constitute legal, valid and binding obligations of the Existing DefaultsBorrower, the Lenders have no obligation to make or continue Loans to enforceable against the Borrower. (f) To the extent required by the Loan Documents and applicable law, the Borrower has received adequate and proper notice of the Principal Reduction Failure and the other Existing Defaults and the Borrower hereby waives and agrees not to assert or cause to be asserted on its rightbehalf, if anyand is hereby estopped from asserting or causing to be asserted on its behalf, any defences or rights with respect to the legal effect of the Security or the legality, validity or binding effect of the obligations of the Borrower thereunder and the enforceability of same; (f) except as provided in this Agreement, the Bank (either by itself or through its employees or agents) has made no promises, nor has it taken any further notice thereof.action or omitted to take any action which would constitute a waiver of its right to make demand for the repayment of the Indebtedness and to take any enforcement action in connection with the enforcement of the Security, or which would estop it from so doing and that no statement, representation, promise, act or omission by the Bank or its employees or agents shall create such a waiver or estoppel unless the Bank executes and delivers to the Borrower a written waiver of any such rights; and (g) Neither this Amendment No. 5 nor any course of dealing between or among any of the parties hereto is intended to operate, nor shall they be construed, as a waiver of any of the Existing Defaults or any other Event of Default, whether now existing or arising in the future, as to which the Agent and the Lenders reserve all of their rights. (h) Except as expressly provided to the contrary herein, (i) all of the Agent’s and the Lenders’ rights and remedies available under the Loan Documents and at law and in equity remain unchanged and available without restriction; (ii) the terms of the Loan Documents remain unchanged and in full force and effect and have not been amended, modified, or changed other than pursuant to a writing signed by the Agent, each Lender and the Borrower; and (iii) the obligations and duties of the Borrower has been provided with a reasonable opportunity to the Agent and the Lenders are not released, impaired, diminished, or amended as a result of seek legal advice with respect to the execution and delivery of this Amendment No. 5 or by any subsequent undertakings of the partiesAgreement. (i) The principal of and accrued interest on the Notes, all fees and all other obligations and liabilities of the Borrower to the Agent and the Lenders under the Loan Documents are due and owing without offsets, deductions, counterclaims, or defenses of any kind or character whatsoever. (j) The security interests of the Agent in the outstanding stock of each of the Subsidiary Bank and Investment Directions, Inc. and in all of the personal property of Investment Directions, Inc. constitute valid, enforceable and perfected security interests as to which neither the Borrower, the Subsidiary Bank nor Investment Directions, Inc. has any offsets, deductions, counterclaims, or defenses of any kind or character whatsoever. (k) The Loan Documents are valid, binding and enforceable against the Borrower in accordance with their respective terms, and the Borrower hereby ratifies and reaffirms its obligations under each of the Loan Documents. (l) The Agent and each Lender have: (i) fully and timely performed all of their respective obligations and duties to the Borrower under the Loan Documents; (ii) no obligation to (nor has the Agent or any Lender made any representation of any kind that it will) extend any financial accommodations to the Borrower; (iii) not made any agreements, representations, or commitments, other than those expressly set forth in the Loan Documents; and (iv) acted reasonably, in good faith, and appropriately under the circumstances, and within the Agent’s and each Lender’s rights under the Loan Documents and applicable law, in all actions taken by the Agent and each Lender with respect to the Borrower. (m) The purpose of this Amendment No. 5 is to provide the Borrower an additional period of time to obtain funds to pay in full all of the Obligations of the Borrower to the Agent and the Lenders. (n) The forbearance by the Agent and the Lenders provided herein was requested by the Borrower and shall result in a direct and substantial benefit to the Borrower.