Acknowledgment by Borrower. Except as otherwise specified herein, the terms and provisions hereof shall in no manner impair, limit, restrict or otherwise affect the obligations of Borrower or any third party to Administrative Agent and Lenders, as evidenced by the Loan Documents. Borrower hereby acknowledges, agrees and represents that (i) Borrower is indebted to Lenders pursuant to the terms of the Notes; (ii) there are no claims or offsets against, or defenses or counterclaims to, the terms or provisions of the Loan Documents, and the other obligations created or evidenced by the Loan Documents; (iii) Borrower has no claims, offsets, defenses or counterclaims arising from any of Administrative Agent’s or Lenders’ acts or omissions with respect to the Loan Documents or Administrative Agent’s or Lenders’ performance under the Loan Documents; (iv) the representations and warranties of Borrower contained in the Loan Documents are true and correct as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date; (v) Borrower is not in default and no event has occurred which, with the passage of time, giving of notice, or both, would constitute a default by Borrower of its obligations under the terms and provisions of the Loan Documents, and (vi) neither Administrative Agent nor Lenders are in default and no event has occurred which, with the passage of time, giving of notice, or both, would constitute a default by Administrative Agent or Lenders of their respective obligations under the terms and provisions of the Loan Documents. To the extent Borrower now has any claims, offsets, defenses or counterclaims against Administrative Agent or Lenders or the repayment of all or a portion of the Credit Facility, whether known or unknown, fixed or contingent, same are hereby forever irrevocably waived and released in their entirety.
Acknowledgment by Borrower. Except as otherwise specified herein, the terms and provisions hereof shall in no manner impair, limit, restrict or otherwise affect the obligations of Borrower or any third party to Lender, as evidenced by the Loan Documents. Borrower hereby acknowledges, agrees and represents that (i) Borrower is indebted to Lender pursuant to the terms of the Loan Documents as modified by the Loan Modification Documents; (ii) the liens, security interests and assignments created and evidenced by the Deeds of Trust and the other Loan Documents are, respectively, valid and subsisting liens, security interests and assignments of the respective dignity and priority recited therein; (iii) there are no claims or offsets against, or defenses or counterclaims to, the terms or provisions of the Loan Documents, and the other obligations created or evidenced by the Loan Documents; (iv) Borrower has no claims, offsets, defenses or counterclaims arising from any of Lender’s acts or omissions with respect to the Mortgaged Property, the Loan Documents or Lender’s performance under the Loan Documents or with respect to the Mortgaged Property; (v) the representations and warranties of Borrower contained in the Loan Documents are and remain true and correct as of the date hereof; and (vi) Lender is not in default and no event has occurred which, with the passage of time, giving of notice, or both, would constitute a default by Lender of Lender’s obligations under the terms and provisions of the Loan Documents.
Acknowledgment by Borrower. Except as otherwise specified herein and by the other Loan Documents, the terms and provisions of the Loan Documents are ratified and confirmed and shall remain in full force and effect, enforceable in accordance with their terms. Borrower hereby acknowledges, agrees and represents that (i) Borrower is indebted to Lender pursuant to the terms of the New Note and the Loan Documents as modified hereby; (ii) the liens, security interests and assignments created and evidenced by the Loan Documents are, respectively, valid and subsisting liens, security interests and assignments of the respective dignity and priority recited in the Loan Documents, including, without limitation, the liens, security interests and assignments set forth in the Security Agreement, and (iii) such liens, security interests and assignments secure the.
Acknowledgment by Borrower. The undersigned, being the Borrower referred to in the foregoing Agreement, hereby (i) acknowledges receipt of a copy thereof, (ii) agrees to all of the terms and provisions thereof, (iii) agrees to and with the Senior Lender that it shall make no payment on the Subordinated Indebtedness that the Subordinated Creditor would not be entitled to receive under the provisions of the Agreement, (iv) agrees that any such payment will constitute a default under the Senior Lender Indebtedness, and (v) agrees to xxxx its books conspicuously to evidence the subordination of the Subordinated Indebtedness effected hereby.
Acknowledgment by Borrower. The Borrower hereby confirms that its respective representations, warranties and agreements to the Lender under the Environmental Indemnity Agreement remain in full force and effect and apply to the Credit Facility, as amended and restated, and the Loan Documents.
Acknowledgment by Borrower. The Borrower acknowledges the subordination of the Class B, C and D Indebtedness and warrants and undertakes throughout the continuance of this Deed and so long as the Class A, B, C or D Indebtedness or any part thereof remains owing that:
(a) it will make all payments due in respect of the Class B, C and D Indebtedness in accordance with the provisions of the Senior Subordination Agreement and this Deed and it will comply with all the other provisions of the Senior Subordination Agreement and this Deed and it will not do, take part in or take the benefit of anything which would or may breach the provisions of the Senior Subordination Agreement or this Deed;
(b) it will promptly notify the Senior Creditors prior to incurring any Class B, C or D Indebtedness; and
(c) it has no notice of any prior disposal of or Charge over the Class B, C or D Indebtedness or any part thereof to any other person.
Acknowledgment by Borrower. As a material inducement to the Bank to execute and deliver this Agreement and to make the Revolving Credit Loans, the Borrower hereby acknowledges, agrees and represents that (i) the Prior Notes are renewed, extended and consolidated, but not extinguished, by the Note; (ii) the Liens, security interests and assignments created and evidenced by the Prior Security Instruments are, respectively, valid and subsisting Liens, security interests and assignments of the respective dignity and priority recited in the Prior Security Instruments; (iii) there are no claims or offsets against, or defenses or counterclaims to, the terms or provisions of the Prior Security Instruments, and the other obligations created or evidenced by the Prior Security Instruments; (iv) Borrower has no claims, offsets, defenses or counterclaims arising from any of the Bank s acts or omissions with respect to any collateral, the Prior Security Instruments or the Bank s performance under the Prior Security Instruments; and (v) the Bank is not in default and no event has occurred which, with the passage of time, giving of notice, or both, would constitute a default by the Bank of its obligations under the terms and provisions of the Prior Security Instruments.
Acknowledgment by Borrower. Except as otherwise specified herein, the terms and provisions of the Loan Agreement is ratified and confirmed and shall remain in full force and effect, enforceable in accordance with their terms.
Acknowledgment by Borrower. Borrower hereby declares that Borrower has read this Agreement, the Security Documents and other Loan Documents, has received a true, correct and complete copy of this Agreement, the Security Documents and the other Loan Documents and has executed and delivered this Agreement, the Security Documents and the Loan Documents to which it is a party effective as of the date hereof. Borrower further acknowledges that Borrower, on behalf of itself or its successors, assigns, transferees, representatives, trustees and other entities acting by, through or on its behalf, does hereby represent, warrant and covenant that it (and each of its Subsidiaries) has or will receive a direct substantial benefit from the Credit Line.
Acknowledgment by Borrower. Except as otherwise specified herein, the terms and provisions of the Loan Documents are ratified and confirmed and shall remain in full force and effect, enforceable in accordance with their terms. Borrower hereby acknowledges, agrees and represents that (i) Borrower is indebted to the Bank pursuant to the terms of the Note; (ii) the liens, security interests and assignments created and evidenced by the Loan Documents are, respectively, valid and subsisting liens, security interests and assignments of the respective dignity and priority recited in the Loan Documents; (iii) the representations and warranties contained in the Loan Documents are true and correct representations and warranties of Borrower, as of the date hereof and no defaults exist under the Loan Documents; and (iv) Borrower has no set-offs, counterclaims, defenses or other causes of action against the Bank arising out of the Loan Documents, the modification and extension of the Loan, any documents mentioned herein or otherwise and to the extent any such set-offs, counterclaims, defenses or other causes of action may exist, whether known or unknown, such items are hereby waived by Borrower.
