Acknowledgments of Borrower. Borrower hereby acknowledges and agrees that:
(a) Borrower has no defense, offset or counter- claim with respect to the payment of any sum owed to Lender, or with respect to the performance or observance of any warranty or covenant contained in the Loan Agreement or any other Loan Document; (b) Lender has performed all obligations and duties owed to Borrower through the date hereof; (c) there is owing by Borrower on the date hereof in respect of the Loans, an aggregate unpaid principal balance of $750,330.57, including (A) $216,059.88 in respect of the Revolving Loans, (B) $534,270.69, in respect of the Term Loan, and (C) $100,000, in respect of Letters of Credit, plus, in each case, accrued interest and fees; and (d) the Loans shall continue to bear interest until paid in full at the Default Rate, which is equal to Reference Rate plus four percent (4%) per annum.
Acknowledgments of Borrower. Borrower hereby acknowledges and agrees that:
Acknowledgments of Borrower. The Borrower acknowledges that:
(a) as of the date hereof, the Lenders have not terminated the Commitments, and the facility fees payable under Section 3.5.(b) of the Credit Agreement will continue to accrue and be due as provided in the Credit Agreement; and
(b) because an Event of Default exists, the Borrower may not request, and the Administrative Agent, the Issuing Bank and the Lenders shall not be obligated to permit, the making, issuance or occurrence of, any Loans or Letters of Credit or the Continuation of any LIBOR Loans or the Conversion of any Base Rate Loans into LIBOR Loans.
Acknowledgments of Borrower. Borrower hereby acknowledges and agrees that:
(a) The recital of facts set forth in this Agreement is true and correct in all material respects.
(b) Lender has a valid and perfected security interest in and to the Collateral.
(c) Borrower has failed or refused to comply with certain terms, conditions, and provisions of the Loan Agreement and has failed or refused to cure the same as permitted in the Loan Agreement, each of which has resulted in the occurrence of an Event of Default pursuant to Section 9.1(c) of the Loan Agreement (collectively and individually referred to as the “Existing Events of Default”), such Existing Events of Default including without limitation the following:
(1) Borrower’s breach of the Fixed Charge Coverage Ratio covenant in Section 7.6(a) of the Loan Agreement for the Fiscal Quarters ended on June 30, 2004 and September 30, 2004; and
(2) Borrower’s sale of Collateral to SipStorm in violation of Section 7.2 of the Loan Agreement
(d) Borrower Z-Tel Communications, Inc. is a defendant in a certain lawsuit, styled as Beneficial Management Corporation of America v. Z-Tel Communications, Inc., in the Circuit Court for the 13th Judicial Circuit of Hillsborough County, Florida, Civil Division, Case No. 0410441, filed November 19, 2004 (the “Lease Litigation”), which contains allegations of Borrower’s default, event of default, or breach with respect to its real property lease as to one of Borrower’s business locations. Borrower is defending the Lease Litigation and has denied the allegations contained therein.
(e) The recitation of specific events or occurrences of default described herein shall not constitute a waiver of any events or occurrences of default not specifically described herein.
(f) As a consequence of the aforementioned defaults, Lender is entitled to exercise all rights and remedies available to it under the Loan Agreement, certain other Loan Documents, and otherwise, including without limitation the right to charge interest at the Default Rate, to declare all Obligations to be immediately due and payable, and/or to take possession of all or any portion of the Collateral.
(g) Lender has not waived, does not hereby waive, and may never waive the events of default enumerated herein and/or any other defaults that may have existed, may presently exist, or may exist in the future.
(h) All notices required under the Loan Agreement have been given by Lender or validly waived, including without limitation all notices of default,...
Acknowledgments of Borrower. Borrower hereby acknowledge and agree that (a) Lender is not in default in the performance of its obligations under the Loan Documents; (b) Borrower has no claims, counterclaims, offsets, credits or defenses to the Loan Documents and the performance of its obligations thereunder, or if Borrower has any such claims, counterclaims, offsets, credits or defenses to the Loan Documents or any transaction related to the Loans and/or the Loan Documents, same are hereby waived, relinquished and released in consideration of Lender's execution and delivery of this Amendment;
Acknowledgments of Borrower
