Acknowledgment of Loan Documents; Financial Covenant Defaults Sample Clauses

Acknowledgment of Loan Documents; Financial Covenant Defaults. Loan Documents; Waiver of Defenses. The Borrower, the U.S. Guarantors and the European Subsidiaries hereby acknowledge and agree that as of the date of this Second Waiver Agreement: (i) the Loan Documents to which each is a party are valid, binding and enforceable against them, in every respect, and all of the terms and conditions thereof are binding upon them; (ii) the Financial Covenant Defaults (as such term is defined in the Waiver Agreement) were material in nature; (iii) the Selas SAS Facility is a discretionary facility that expired on April 30, 2001; the Bank had no duty to issue any advance payment guarantees thereunder at any time, except in its sole discretion; and following such expiration date, Selas SAS had no right to request the issuance of advance payment guarantees under the Selas SAS Facility; (iv) the Bank may demand any and all amounts outstanding under the Selas SAS Facility at any time and for any reason in its sole and absolute discretion; (v) as a result of the Financial Covenant Defaults, in the absence of the waiver provided in the Waiver Agreement, the Bank would have been entitled immediately, and without further notice or declaration to the Borrower, the U.S. Guarantors, or the European Subsidiaries not to make any further loans or advances or issue any Advance Payment Guaranty (as defined in the Waiver Agreement), to accelerate the Obligations, and to exercise its rights and remedies under the Loan Documents and applicable law;