Acknowledgment of Obligations and Security Interest. The Assignee hereby acknowledges, confirms, and agrees that, as of the open of business on February 25, 2016, the Lenders have a valid and enforceable claim for (i) the outstanding principal amount of the Term Loans owed by the Company to the Lenders, in an amount not less than $21,283,064.97 and
Acknowledgment of Obligations and Security Interest. The Assignee hereby acknowledges, confirms, and agrees that, as of the open of business on February 25, 2016, the Lenders have a valid and enforceable claim for (i) the outstanding principal amount of the Term Loans owed by the Company to the Lenders, in an amount not less than $21,283,064.97 and (ii) all interest accrued and accruing thereon, and all fees, costs, expenses and other charges now or hereafter payable to the Lenders under the Credit Agreement. The Assignee hereby acknowledges, confirms, and agrees that all such Loans and other Obligations, are unconditionally owed to the Lenders, without any offset, defense, or counterclaim of any kind, nature, or description whatsoever. The Assignee also hereby acknowledges, confirms and agrees that Agent has, and will continue to have, valid, enforceable and perfected first-priority continuing liens upon and security interests in the Collateral heretofore granted to Agent, for the benefit of the Lenders, pursuant to the Credit Agreement and the other Loan Documents or otherwise granted to or held by Agent, for the benefit of the Lenders, including but not limited to the MTA Collateral.
