Common use of Acknowledgment by Borrower Clause in Contracts

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 Administrative Agent and the Lenders, as evidenced by the Loan Documents. Borrower hereby acknowledges, agrees and represents that (i) Borrower is indebted to the Lenders pursuant to the terms of the Notes; (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) 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; (iiiiv) Borrower has no claims, offsets, defenses or counterclaims arising from any of Administrative Agent’s or Lenders’ acts or omissions with respect to the Mortgaged Property, the Loan Documents or Administrative Agent’s or Lenders’ performance under the Loan DocumentsDocuments or with respect to the Mortgaged Property; (ivv) 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) to Borrower’s knowledge, 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 ; and (vii) Borrower is not in default and no event has occurred which, with the extent passage of time, giving of notice, or both, would constitute a default by Borrower now has any claims, offsets, defenses or counterclaims against Administrative Agent or Lenders or of its obligations under the repayment of all or a portion terms and provisions of the Credit Facility, whether known or unknown, fixed or contingent, same are hereby forever irrevocably waived and released in their entiretyLoan Documents.

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 LendersLender, as evidenced by the Loan Security Documents. Borrower hereby acknowledges, agrees and represents that (i) Borrower is indebted to Lenders Lender pursuant to the terms of the NotesNote as modified hereby; (ii) the liens, security interests and assignments created and evidenced by the Security Documents are, respectively, valid and subsisting liens, security interests and assignments of the respective dignity and priority recited in the Security Documents; (iii) there are no claims or offsets against, or defenses or counterclaims to, the terms or provisions of the Loan Security Documents, and the other obligations created or evidenced by the Loan Security Documents; (iiiiv) Borrower has no claims, offsets, defenses or counterclaims arising from any of Administrative Agent’s or Lenders’ Lender's acts or omissions with respect to the Loan Property, the Security Documents or Administrative Agent’s or Lenders’ Lender's performance under the Loan DocumentsSecurity Documents or with respect to the Property; (ivv) the representations and warranties of Borrower contained in the Loan Security Documents are true and correct representations and warranties of Borrower and third parties, 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; (vvi) Borrower 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 Borrower Lender of its Lender's 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 Security Documents. To the extent Borrower now has has, or in the future possesses, any claims, offsets, defenses or counterclaims against Administrative Agent or Lenders Lender or the repayment of all or a portion of the Credit FacilityLoan, whether known or unknown, fixed or contingent, relating to matters occurring prior to the date hereof, the 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 Administrative Agent and LendersLender, as evidenced by the Loan Documents. Borrower hereby acknowledges, agrees and represents that (i) Borrower is indebted to Lenders Lender pursuant to the terms of the Notesnotes herein described; (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) 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; (iiiiv) Borrower has no claims, offsets, defenses or counterclaims arising from any of Administrative Agent’s or Lenders’ Lender's acts or omissions with respect to the Property, the Loan Documents or Administrative Agent’s or Lenders’ Lender's performance under the Loan DocumentsDocuments or with respect to the Property; (ivv) giving effect to the Second Amendment to the Second Amended and Restated Revolving Credit and Term Loan Agreement, dated on or about the date hereof, between Borrower and Lender (the "Current Amendment"), the representations and warranties of Borrower contained in the Loan Documents are true and correct representations and warranties in all material respects of Borrower and third parties, 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 Borrower's 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 Lender or the repayment of all or a portion of the Credit FacilityLoan, 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 Loan Party to Administrative Agent and LendersBank, as evidenced by the Loan Documents. Borrower hereby acknowledges, agrees and represents that (i) Borrower is indebted to Lenders Bank pursuant to the terms of the NotesNote 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; (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; (iiiiv) Borrower has no claims, offsets, defenses or counterclaims arising from any of Administrative Agent’s or Lenders’ Bank's acts or omissions with respect to the Mortgaged Property, the Loan Documents or Administrative Agent’s or Lenders’ Bank's performance under the Loan DocumentsDocuments or with respect to the Mortgaged Property; (ivv) the representations and warranties of Borrower contained in the Loan Documents are true and correct representations and warranties of Borrower, 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; (vvi) Borrower 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 Borrower Bank 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 Bank's obligations under the terms and provisions of the Loan Documents. To Borrower waives, discharges, and forever releases Bank, Bank's employees, officers, directors, attorneys, stockholders, and their successors and assigns, from and of any and all claims, causes of action, allegations or assertions that Borrower has or may have had at any time up through and including the date of this Agreement, against any or all of the foregoing, regardless of whether any such claims, causes of action, allegations or assertions are known to Borrower or whether any such claims, causes of action, allegations or assertions arose as result of Bank's actions or omissions in connection with the Loan Documents, or any amendments, extensions or modifications thereof, or Bank's administration of the debt evidenced by the Loan Documents or otherwise, INCLUDING ANY CLAIMS, CAUSES OF ACTION, ALLEGATIONS OR ASSERTIONS RESULTING FROM BANK'S OWN NEGLIGENCE, except and to the extent Borrower now has any claims, offsets, defenses (but only to the extent) caused by Bank's gross negligence 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 entiretywillful misconduct.

Acknowledgment by Borrower. Except as otherwise specified hereinherein and by the other Loan Documents dated of even date herewith, 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 DocumentsDocuments 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 Lenders Lender pursuant to the terms of the NotesNote and Loan Documents as modified hereby; (ii) there are no claims or offsets againstthe escrows for taxes and insurance as required by the Deed of Trust shall continue; (iii) the liens, or defenses or counterclaims to, the terms or provisions of the Loan Documents, security interests and the other obligations assignments created or and evidenced by the Loan Documents; (iii) Borrower has no claimsDocuments are, offsetsrespectively, defenses or counterclaims arising from any valid and subsisting liens, security interests and assignments of Administrative Agent’s or Lenders’ acts or omissions with respect to the Loan Documents or Administrative Agent’s or Lenders’ performance under respective dignity and priority recited in the Loan Documents; (iv) to Borrower's knowledge after due inquiry, the representations and warranties of Borrower contained in the Loan Documents are true and correct as representations and warranties of Borrower in all material respects, (v) to its knowledge, Borrower does not have any set-offs, counterclaims, defenses or other causes of action against Lender arising out of the date hereofLoan, except this Agreement, any documents mentioned herein or otherwise and to the extent that any such representations and warranties specifically refer to an earlier dateset-offs, in which case they counterclaims, defenses or other causes of action may exist, such items 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 hereby waived by Borrower of its obligations under the terms and provisions of the Loan DocumentsBorrower, and (vi) neither Administrative Agent Borrower, nor Lenders are in default and no event has occurred which, with the passage Guarantor is released from any of time, giving of notice, or both, would constitute a default by Administrative Agent or Lenders of their respective its obligations under the terms and provisions Loan Documents by execution of the Loan Documentsthis Agreement. To the extent Borrower now has any claimsNOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH HEREIN OR IN ANY OTHER LOAN DOCUMENT, offsetsTHIS LOAN IS FULL RECOURSE TO THE BORROWER, defenses or counterclaims against Administrative Agent or Lenders or the repayment of all or a portion of the Credit FacilityTHE GENERAL PARTNER OF BORROWER AND THE GUARANTOR (BUT NOT TO ANY LIMITED OR GENERAL PARTNER IN GUARANTOR), whether known or unknownPROVIDED, fixed or contingent, same are hereby forever irrevocably waived and released in their entiretyTHAT LENDER’S REMEDIES SHALL BE SUBJECT TO AND EXERCISED IN ACCORDANCE WITH THE TERMS OF THE LOAN DOCUMENTS.

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 Borrowers, each Guarantor or any third party to Administrative Agent and LendersLender, as evidenced by the Loan Documents. Borrower Borrowers and each Guarantor hereby acknowledgesacknowledge, agrees agree and represents represent that (ia) Borrower is Borrowers are indebted to Lenders Lender pursuant to the terms of the NotesRenewal Note; (iib) 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; (c) 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; (iiid) Borrower has there are no claims, offsets, defenses or counterclaims arising from any of Administrative AgentLender’s or Lenders’ acts or omissions with respect to the Mortgaged Property, the Loan Documents or Administrative AgentLender’s or Lenders’ performance under the Loan DocumentsDocuments or with respect to the Mortgaged Property; (ive) the representations and warranties of Borrower contained in the Loan Documents are true and correct representations and warranties of Borrowers and each Guarantor, as of the date hereof, except to the extent that such representations and warranties specifically refer expressly relate to an earlier date, in which case case, they are true and correct in all material respects as of such earlier date; and (vf) Borrower is Borrowers and each Guarantor are 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 such party’s obligations under the terms and provisions of the Loan Documents. To the extent Borrower now has As to any facts which Borrowers or any Guarantor have knowledge, which give rise to any claims, offsets, defenses or counterclaims against Administrative Agent or Lenders Lender or the repayment of all or a portion of the Credit FacilityLoan, 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 Administrative Agent and LendersLender, as evidenced by the Loan Security Documents. Borrower hereby acknowledges, agrees and represents that (i) Borrower is indebted to Lenders Lender pursuant to the terms of the NotesNote as modified hereby; (ii) the liens, security interests and assignments created and evidenced by the Security Documents are, respectively, valid and subsisting liens, security interests and assignments of the respective dignity and priority recited in the Security Documents; (iii) there are no claims or offsets against, or defenses or counterclaims to, the terms or provisions of the Loan Security Documents, and the other obligations created or evidenced by the Loan Security Documents; (iiiiv) Borrower has no claims, offsets, defenses or counterclaims arising from any of Administrative Agent’s or Lenders’ Lender's acts or omissions with respect to the Loan Property, the Security Documents or Administrative Agent’s or Lenders’ Lender's performance under the Loan DocumentsSecurity Documents or with respect to the Property; (ivv) the representations and warranties of Borrower contained in the Loan Security Documents are true and correct representations and warranties of Borrower and third parties, 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; (vvi) Borrower 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 Borrower Lender of its Lender's 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 Security Documents. To the extent Borrower now has has, or in the future possesses, any claims, offsets, defenses or counterclaims against Administrative Agent or Lenders Lender or the repayment of all or a portion of the Credit FacilityLoan, whether known or unknown, fixed or contingent, relating to matters occurring prior to the date hereof, the 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 Administrative Agent and LendersLender, as evidenced by the Loan Documents. Borrower hereby acknowledges, agrees and represents that (i) Borrower is indebted to Lenders Lender pursuant to the terms of the NotesNotes 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, and that notwithstanding the provisions of Paragraph 7 of the Loan Agreement the grant under the Deeds of Trust of a lien upon the Property to secure repayment of the Notes, as the same may be renewed, extended or modified from time to time, is hereby ratified and confirmed; (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; (iiiiv) Borrower has no claims, offsets, defenses or counterclaims arising from any of Administrative Agent’s or Lenders’ Lender's acts or omissions with respect to the Property, the Loan Documents or Administrative Agent’s or Lenders’ Lender's performance under the Loan DocumentsDocuments or with respect to the Property; (ivv) the representations and warranties of Borrower contained in the Loan Documents are true and correct representations and warranties of Borrower and Guarantors 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; (vvi) Borrower 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 Borrower Lender 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 Lender's 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 Lender or the repayment of all or a portion of the Credit FacilityLoan, 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 Loan Party to Administrative Agent and LendersBank, as evidenced by the Loan Documents. Borrower hereby acknowledges, agrees and represents that (i) Borrower is indebted to Lenders Bank pursuant to the terms of the NotesNote 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; (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; (iiiiv) Borrower has no claims, offsets, defenses or counterclaims arising from any of Administrative AgentBank’s or Lenders’ acts or omissions with respect to the Property, the Loan Documents or Administrative AgentBank’s or Lenders’ performance under the Loan DocumentsDocuments or with respect to the Property; (ivv) the representations and warranties of Borrower contained in the Loan Documents are true and correct representations and warranties of Borrower, 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; (vvi) Borrower 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 Borrower Bank 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 Bank’s obligations under the terms and provisions of the Loan Documents. To Borrower waives, discharges, and forever releases Bank, Bank’s employees, officers, directors, attorneys, stockholders, and their successors and assigns, from and of any and all claims, causes of action, allegations or assertions that Borrower has or may have had at any time up through and including the date of this Agreement, against any or all of the foregoing, regardless of whether any such claims, causes of action, allegations or assertions are known to Borrower or whether any such claims, causes of action, allegations or assertions arose as result of Bank’s actions or omissions in connection with the Loan Documents, or any amendments, extensions or modifications thereof, or Bank’s administration of the debt evidenced by the Loan Documents or otherwise, INCLUDING ANY CLAIMS, CAUSES OF ACTION, ALLEGATIONS OR ASSERTIONS RESULTING FROM BANK’S OWN NEGLIGENCE, except and to the extent Borrower now has any claims, offsets, defenses (but only to the extent) caused by Bank’s gross negligence 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 entiretywillful misconduct.

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 Lendersthe Lender, as evidenced by the Existing Loan Documents. Prior Borrower and Borrower hereby acknowledgesacknowledge, agrees agree and represents that represent that, from and after the Closing Date, (i) Borrower is indebted to Lenders pursuant to the terms of the Notes; (ii) there are no claims or offsets against, or recoupments, adjustments, defenses or counterclaims to, the terms or provisions of the Existing Loan Documents or the Loan Documents, and the other obligations created or evidenced by the Existing Loan Documents or the Loan Documents; and (iiiii) neither Prior Borrower nor Borrower has no any claims, offsets, defenses or counterclaims arising from any of Administrative Agent’s or Lenders’ the Lender's acts or omissions with respect to the Collateral, the Existing Loan Documents or Administrative Agent’s the Loan Documents or Lenders’ the Lender's performance under the Loan Documents; (iv) the representations and warranties of Borrower contained in the Existing 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 or the Prior Borrower now has has, or in the future possesses, any claims, offsets, defenses or counterclaims against Administrative Agent or Lenders Lender or the repayment of all or a portion of the Credit FacilityObligations arising out of acts or omissions occurring on or before the Closing Date, whether known or unknown, fixed or contingent, same are hereby forever irrevocably waived and released in their entirety.