Common use of Acknowledgment of Events of Default Clause in Contracts

Acknowledgment of Events of Default. The Borrowers hereby acknowledge and agree that various Events of Default exist and are continuing, including, without limitation, Events of Default under Section 6.1(b) of the Loan Agreement as a result of the failure of the Borrowers to provide monthly financial statements to the Lender. The Borrowers acknowledge that additional Events of Default may exist (such as, for example, Events of Default with respect to the Financial Covenants) which the Lender is unable to identify as a result of the Borrowers’ defaults under Section 6.1(b). The Lender hereby reserves all of its rights and remedies with respect to all such Events of Default without the necessity of any notice to any Borrower, any Validity Guarantor or any other Person, and the Borrowers acknowledge and agree that (a) the Default Rate is in effect with respect to Revolving Advances and shall, at the Lender’s option in its sole discretion, remain in effect unless and until all Events of Default are cured or waived, in each case as determined by the Lender in its sole discretion, (b) the Lender may, in its discretion at any time hereafter, institute the Default Rate with respect to the Term Advance described herein, (c) any prior agreement by the Lender to forbear from or forego the exercise of rights and remedies with respect to any Event of Default is no longer of any force or effect and shall in no way limit the rights of the Lender as set forth herein and in the other Loan Documents, (d) the Lender has no obligation to make any further Advances to the Borrowers, and (e) any such Advances shall be made or refused in the Lender’s sole discretion, and the making of any such Advance (including the Term Advance contemplated hereby) shall not be deemed to be a waiver of any Event of Default or entitle the Borrowers to any additional Advance.

Acknowledgment of Events of Default. Enforceability of Credit Agreement and Credit Documents; Waiver of Defenses. The Borrowers hereby acknowledge Borrower acknowledges that: (i) each Anticipated Default will occur and agree be continuing as of January 3, 2004 under the Credit Agreement and that various Events each will constitute a Default and an Event of Default exist and are continuing, including, without limitation, Events thereunder; (ii) to the extent that the Credit Agreement or any of the other Credit Documents require notification by the Agent or the Lenders of the existence of a Default or Event of Default under Section 6.1(band of an opportunity for the Borrower to cure such Default or Event of Default, such notice and period for cure have been properly given or such requirements have been or are hereby waived by the Borrower; (iii) of the Loan Agreement as a result of the failure Anticipated Defaults, and but for the waiver provided for in this Second Amendment, the Agent, on behalf of the Borrowers to provide monthly financial statements to Secured Parties, and/or the Lender. The Borrowers acknowledge that additional Events of Default may exist (such asother Secured Parties, without the need for example, Events of Default further notice or declaration with respect to the Financial Covenants) which Anticipated Defaults to the Lender is unable Borrower or any other entity, would be entitled to identify as a result of the Borrowers’ defaults under Section 6.1(b). The Lender hereby reserves exercise any and all of its their rights and remedies with respect to all such Events under the Credit Agreement and the other Credit Documents; (iv) the Credit Agreement and the other Credit Documents are valid legal agreements, enforceable against the Borrower and each of Default without the necessity of any notice its Subsidiaries that is a party to any Borrowersuch Credit Document in every respect and all of the terms and conditions thereof are binding upon the Borrower and such Subsidiaries; (v) the Loans and other Obligations owing to the Lenders under the Credit Agreement and the other Credit Documents represent the legal obligations of the Borrower without defense, any Validity Guarantor offset or any other Personcounterclaim, and the Borrowers acknowledge and agree that (avi) the Default Rate is in effect with respect to Revolving Advances and shallno defenses, at the Lender’s option in its sole discretion, remain in effect unless and until all Events of Default are cured set-offs or waived, in each case as determined by the Lender in its sole discretion, (b) the Lender may, in its discretion at any time hereafter, institute the Default Rate counterclaims exist with respect to the Term Advance described herein, (c) any prior agreement enforcement by the Lender Agent or any Secured Party of their respective rights under the Credit Agreement or any other Credit Document; provided, however, to forbear the extent that any such defenses, set-offs or counterclaims exist, the Borrower and each such Subsidiary hereby waive any and all such defenses, set-offs and counterclaims which either the Borrower or any such Subsidiary may have or claim to have relating to or arising from the transactions reflected in the Credit Documents or forego to the exercise enforcement by the Agent or the other Secured Parties of their respective rights and remedies with respect to any Event of Default is no longer of any force or effect and shall in no way limit under the rights of the Lender as set forth herein and in Credit Agreement, the other Loan Documents, (d) the Lender has no obligation to make any further Advances to the Borrowers, Credit Documents and (e) any such Advances shall be made or refused in the Lender’s sole discretion, and the making of any such Advance (including the Term Advance contemplated hereby) shall not be deemed to be a waiver of any Event of Default or entitle the Borrowers to any additional Advanceapplicable law.

Acknowledgment of Events of Default. The Borrowers Each Transaction Party hereby acknowledge acknowledges, confirms and agree agrees that various Events as a result of Default exist and are continuing, including, without limitationthe commencement of the Chapter 11 Case, Events of Default have occurred and are continuing under Section 6.1(bSections 10.1(g), 10.1(h), 10.1(j), 10.1(r) and 10.1(s) of the Loan Agreement (collectively, the "Existing Defaults"), each of which entities Agent and Lenders to cease making Loans to Borrower and to otherwise exercise after the date hereof any of their other rights and remedies under the Transaction Documents, applicable law or otherwise. Agent and Lenders hereby specifically reserve all of the rights and remedies available to them under the Loan Agreement, the other Transaction Documents, applicable law or otherwise and may from time to time after the date hereof exercise any of such rights or remedies. Agent and Lenders have not waived, presently do not intend to waive and may never waive the Existing Defaults and nothing contained herein or the transactions contemplated hereby shall be deemed to constitute any such waiver. Each Transaction Party hereby acknowledges and agrees that Agent and Lenders have the right to declare the Obligations to be immediately due and payable under the terms of the Transaction Documents. The specific identification of the Existing Defaults shall not be deemed to constitute a waiver of any other Events of Default which may now or hereafter exist under the Loan Agreement or any of the other Transaction Documents. An Event of Default may only be waived in writing duly executed by authorized representatives of Agent and Lenders. Any delay by Agent or Lenders in pursuing any of their respective rights and remedies as a result of the failure of the Borrowers to provide monthly financial statements to the Lender. The Borrowers acknowledge that additional Events of Default may exist (such as, for example, Events of Default with respect to the Financial Covenants) which the Lender is unable to identify as a result of the Borrowers’ defaults under Section 6.1(b). The Lender hereby reserves all of its rights and remedies with respect to all such Events of Default without the necessity of any notice to any Borrower, any Validity Guarantor or any other Person, and the Borrowers acknowledge and agree that (a) the Default Rate is in effect with respect to Revolving Advances and shall, at the Lender’s option in its sole discretion, remain in effect unless and until all Events of Default are cured or waived, in each case as determined by the Lender in its sole discretion, (b) the Lender may, in its discretion at any time hereafter, institute the Default Rate with respect to the Term Advance described herein, (c) any prior agreement by the Lender to forbear from or forego the exercise of rights and remedies with respect to any Event of Default is no longer should not be deemed a waiver of such Event of Default or of any of such rights or remedies, all of which shall remain in full force or and effect and shall in no way limit the rights of the Lender as set forth herein and in the other Loan Documents, (d) the Lender has no obligation to make any further Advances to the Borrowers, and (e) any such Advances shall be made or refused in the Lender’s sole discretion, and the making of any such Advance (including the Term Advance contemplated hereby) shall not be deemed to be a waiver waived, impaired, estopped, diminished or prejudiced in any manner. Each Transaction Party hereby waives any right to receive notification under the UCC or otherwise of any Event disposition of Default any Collateral by Agent or entitle the Borrowers its designee and waives any right of redemption with respect to any additional AdvanceCollateral.

Acknowledgment of Events of Default. Enforceability of Credit Agreement and Credit Documents; Waiver of Defenses. The Borrowers hereby acknowledge 2 Borrower acknowledges that: (i) the Existing Default has occurred and agree that various Events is continuing under the Credit Agreement and constitutes a Default and an Event of Default exist and are continuing, including, without limitation, Events thereunder; (ii) to the extent that the Credit Agreement or any of the other Credit Documents require notification by the Agent or the Lenders of the existence of a Default or Event of Default under Section 6.1(band of an opportunity for the Borrower to cure such Default or Event of Default, such notice and period for cure have been properly given or such requirements have been or are hereby waived by the Borrower; (iii) of the Loan Agreement as a result of the failure Existing Default, and but for the waiver provided for in this First Amendment, the Agent, on behalf of the Borrowers to provide monthly financial statements to Secured Parties, and/or the Lender. The Borrowers acknowledge that additional Events of Default may exist (such asother Secured Parties, without the need for example, Events of Default further notice or declaration with respect to the Financial Covenants) which Existing Default to the Lender is unable Borrower or any other entity, would be entitled to identify as a result of the Borrowers’ defaults under Section 6.1(b). The Lender hereby reserves exercise any and all of its their rights and remedies with respect to all such Events under the Credit Agreement and the other Credit Documents; (iv) the Credit Agreement and the other Credit Documents are valid legal agreements, enforceable against the Borrower and each of Default without the necessity of any notice its Subsidiaries that is a party to any Borrowersuch Credit Document in every respect and all of the terms and conditions thereof are binding upon the Borrower and such Subsidiaries; (v) the Loans and other Obligations owing to the Lenders under the Credit Agreement and the other Credit Documents represent the legal obligations of the Borrower without defense, any Validity Guarantor offset or any other Personcounterclaim, and the Borrowers acknowledge and agree that (avi) the Default Rate is in effect with respect to Revolving Advances and shallno defenses, at the Lender’s option in its sole discretion, remain in effect unless and until all Events of Default are cured set-offs or waived, in each case as determined by the Lender in its sole discretion, (b) the Lender may, in its discretion at any time hereafter, institute the Default Rate counterclaims exist with respect to the Term Advance described herein, (c) any prior agreement enforcement by the Lender Agent or any Secured Party of their respective rights under the Credit Agreement or any other Credit Document; provided, however, to forbear the extent that any such defenses, set- offs or counterclaims exist, the Borrower and each such Subsidiary hereby waive any and all such defenses, set-offs and counterclaims which either the Borrower or any such Subsidiary may have or claim to have relating to or arising from the transactions reflected in the Credit Documents or forego to the exercise enforcement by the Agent or the other Secured Parties of their respective rights and remedies with respect to any Event of Default is no longer of any force or effect and shall in no way limit under the rights of the Lender as set forth herein and in Credit Agreement, the other Loan Documents, (d) the Lender has no obligation to make any further Advances to the Borrowers, Credit Documents and (e) any such Advances shall be made or refused in the Lender’s sole discretion, and the making of any such Advance (including the Term Advance contemplated hereby) shall not be deemed to be a waiver of any Event of Default or entitle the Borrowers to any additional Advanceapplicable law.