Acknowledgments by Borrower. The Borrower acknowledges, confirms and agrees that:
(a) This Amendment is a Loan Document. From and after the Effective Date, all references to the Loan Agreement in any Loan Document shall be to the Loan Agreement as amended by this Amendment and as it from time to time hereafter may be amended, supplemented, restated, or otherwise modified.
(b) Except as provided herein, the terms and conditions of the Loan Agreement and the other Loan Documents remain in full force and effect, and the Borrower hereby (x) ratifies, confirms and reaffirms all and singular of the terms and conditions of the Loan Agreement and the other Loan Documents, and (y) represents and warrants that:
(i) No Default or Event of Default exists as of the date the Borrower executes this Amendment, nor will a Default or Event of Default exist as of the Effective Date.
(ii) The representations and warranties made by the Borrower in the Loan Agreement and the other Loan Documents are true and correct as of the date hereof, and will be true and correct as of the Effective Date, except as to (A) matters which speak to a specific date, and (B) changes in the ordinary course to the extent permitted and contemplated by the Loan Agreement.
(iii) The Borrower has the power and authority and legal right to execute, deliver and perform this Amendment, has taken all necessary action to authorize the execution, delivery, and performance of this Amendment, and the person executing and delivering this Amendment on behalf of the Borrower is and will be duly authorized to do so.
(iv) This Amendment has been duly executed and delivered by the Borrower, and constitutes the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to the effect of applicable bankruptcy and other similar laws affecting the rights of creditors generally and the effect of equitable principles whether applied in an action at law or a suit in equity.
(c) The Borrower shall promptly pay upon receipt of an invoice or statement therefor the reasonable attorneys’ fees and expenses and disbursements incurred by the Credit Agent and the Lenders in connection with this Amendment and any prior matters involving the Loan.
(d) The Borrower does not have any offsets, defenses, claims, counterclaims or causes of action of any kind or nature against the Credit Agent or any Lender with respect to any of its liabilities and obligations to the Credit Agent or any Lender, and, in a...
Acknowledgments by Borrower. To induce the Banks and the Agent to execute this Agreement, the Borrower, on behalf of itself and each of its Subsidiaries, pursuant to the Credit Agreement (the Subsidiaries and Borrower are collectively the "Credit Parties"), hereby respectively acknowledge, stipulate and agree as follows:
(a) The Forbearance Defaults constitute Defaults and Events of Default that have occurred, remain uncured and are continuing as of the time of this Agreement; and because such Events of Default remain uncured, neither the Agent nor any Bank has any obligation to make any further Extensions of Credit under the Credit Agreement.
(b) As of the time of this Agreement nothing has occurred that constitutes or otherwise can be construed or interpreted as a waiver of, or otherwise to limit in any respect any rights or remedies the Banks or the Agent, or any of them, have or may have arising as the result of Events of Default that have occurred or may occur under the Credit Agreement, the remaining Loan Documents or applicable law.
(c) The Revolving Credit Loans outstanding as of the date hereof (assuming the prepayment referenced in paragraph 5(e) below has been made) are in an amount equal to $56,575,000.00 (the "Existing Loans") and the L/C Obligations outstanding as of the date hereof are in an amount equal to $5,300,458.00 (the "Existing L/C Obligations", and together with the Existing Loans, the "Existing Extensions of Credit") and no Credit Party has any defense or right of offset with respect to such amounts.
(d) All obligations of the Credit Parties and extensions of financial accommodations by the Agent and the Banks under this Agreement of any nature whatsoever, whether now existing or hereafter arising, are "Obligations" as defined in the Credit Agreement.
(e) Except as expressly modified by this Agreement, all terms and provisions of the Credit Agreement and the other Loan Documents, including, without limitation, the provisions of Sections 13.1, 13.2, 13.3 and 26 of the Credit Agreement, are valid and enforceable and remain in full force and effect according to their respective terms.
(f) Neither Agent nor any Bank has at any time directed or participated in any aspect of the management of any Credit Party or the conduct of the business of any Credit Party, and the Credit Parties have made all of their respective business decisions independently of the Agent or any Bank. Notwithstanding any other provision of this Agreement or any other contract or instrument bet...
Acknowledgments by Borrower. Borrower, by its execution hereof, acknowledges and agrees that notwithstanding any term to the contrary in the PPA, PacifiCorp may perform as set forth herein and that neither the execution of this Consent, the performance by PacifiCorp of any of the obligations of PacifiCorp hereunder, the exercise of any of the rights of PacifiCorp hereunder, or the acceptance by PacifiCorp of performance of the PPA by any party other than Borrower shall (1) release Borrower from any obligation of Borrower under the PPA, (2) constitute a consent by PacifiCorp to, or impute knowledge to PacifiCorp of, any specific terms or conditions of the Financing Agreement, the Security Agreement or any of the other Financing Documents, or (3) constitute a waiver by PacifiCorp of any of its rights under the PPA. Borrower and Administrative Agent acknowledge hereby for the benefit of PacifiCorp that none of the Financing Agreement, the Security Agreement, the Financing Documents or any other documents executed in connection therewith alter, amend, modify or impair (or purport to alter, amend, modify or impair) any provisions of the PPA. Borrower shall have no rights against PacifiCorp on account of this Consent.
Acknowledgments by Borrower. Borrower acknowledges and agrees as follows:
Acknowledgments by Borrower. Borrower hereby acknowledges the following:
(a) The recitals set forth in paragraphs A through D above are true and correct;
(b) That on and as of March 31, 2006, (i) Borrower is indebted to Lender for the following amounts (collectively, the "Indebtedness"): (A) principal under the Note in the amount of $400,000.00 ($5,000 recently paid by Borrower was deducted from the principal balance is offset by the amount of $5,000 incurred by Lender in connection with the matters relating to this Agreement which upon execution hereof was added to principal), and (B) interest under the Note in the amount of $470,533; (ii) all such amounts remain outstanding and unpaid; and (iii) all such amounts are due and immediately payable in full, without offset, deduction or counterclaim of any kind or character whatsoever, but are subject to increase, decrease or other adjustment as a result of any and all payments, accrued interest, fees and other charges including, without limitation, attorneys' fees and costs of collection (accruing after the date hereof), which are payable to Lender under the Loan Documents;
(c) That the Note and all other liabilities and obligations of Borrower to Lender under the Loan Documents shall, except as expressly modified hereby, remain in full force and effect, and shall not be released, impaired, diminished or in any other way modified or amended as a result of the execution and delivery of this Agreement or by the agreements and undertakings of the parties contained herein.
Acknowledgments by Borrower. As of the date hereof and as of the Effective Date, the Borrower acknowledges, confirms, represents and warrants and agrees that:
(a) This Amendment is a Loan Document.
(b) The term “Collateral” includes, without limitation, all FHA insurance and commitments to insure any FHA Mortgage Loan. The Credit Agent is authorized to file an initial Uniform Commercial Code financing statement and/or amendments to existing Uniform Commercial Code financing statements, as it determines to be appropriate to reflect the amendments to the Loan Agreement set forth in this Amendment.
Acknowledgments by Borrower. Subject to Section 3.3 hereinbelow, Borrower hereby acknowledges, confirms and agrees as follows:
Acknowledgments by Borrower. Borrower, by its execution hereof, acknowledges and agrees that notwithstanding any term to the contrary in the PPA, Buyer may perform as set forth herein and that neither the execution of this Consent, the performance by Buyer of any of the obligations of Buyer hereunder, the exercise of any of the rights of Buyer hereunder, or the acceptance by Buyer of performance of the PPA by any party other than Borrower shall (1) release Borrower from any obligation of Borrower under the PPA, (2) constitute a consent by Buyer to, or impute knowledge to Buyer of, any specific terms or conditions of the Financing Agreement, the Security Agreement or any of the other Financing Documents, or (3) constitute a waiver by Buyer of any of its rights under the PPA. Borrower and Administrative Agent acknowledge hereby for the benefit of Buyer that none of the Financing Agreement, the Security Agreement, the Financing Documents or any other documents executed in connection therewith alter, amend, modify or impair (or purport to alter, amend, modify or impair) any provisions of the PPA. Borrower shall have no rights against Buyer on account of this Consent.
Acknowledgments by Borrower. Borrower, by its execution hereof, acknowledges and agrees that neither the execution of this Consent, the performance by Contracting Party of any of the obligations of Contracting Party hereunder, the exercise of any of the rights of Contracting Party hereunder, or the acceptance by Contracting Party of performance of the Contract by any party other than Borrower shall (1) release Borrower from any obligation of Borrower under the Contract, (2) constitute a consent by Contracting Party to, or impute knowledge to Contracting Party of, any specific terms or conditions of the Financing Agreement, the Security Agreement or any of the other Financing Documents, or (3) constitute a waiver by Contracting Party of any of its rights under the Contract. Borrower and Administrative Agent acknowledge hereby for the benefit of Contracting Party that none of the Financing Agreement, the Security Agreement, the Financing Documents or any other documents executed in connection therewith alter, amend, modify or impair (or purport to alter, amend, modify or impair) any provisions of the Contract.
Acknowledgments by Borrower. Borrower acknowledges that the Lenders have advised Borrower that they are not currently willing to agree to any modifications to the Credit Agreement unless collateral is provided to secure the Obligations. While Borrower has not committed to provide such collateral, it has agreed to take such reasonable steps as Borrower deems necessary to be in a position to deliver, on or before March 29, 2002, mortgages or deeds of trust in favor of Lenders encumbering the real property owned by Borrower which is not encumbered by a mortgage or deed of trust as of the date hereof.. Borrower agrees to provide the Agent's counsel with periodic updates on such steps, including delivery of copies of all title and other due diligence information that may be prepared or collected in connection with providing such collateral. Borrower further acknowledges that it is now aware that AGC had received a letter purporting to terminate a prior waiver by Bank of America of AGC's defaults under its credit facility with Bank of America prior to the Advances made in October and November of 2001.
