Borrower Acknowledgments. Each Borrower hereby acknowledges to and agrees with Lender that (i) the scope of Lender’s business is wide and includes, but is not limited to, financing, real estate financing, investment in real estate and other real estate transactions which may be viewed as adverse to or competitive with the business of such Borrower or its Affiliates and (ii) such Borrower has been represented by competent legal counsel and such Borrower has consulted with such counsel prior to executing this Loan Agreement and of the other Loan Documents.
Borrower Acknowledgments. The Borrower hereby acknowledges that (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents, (b) neither the Agent nor any Bank has any fiduciary relationship to the Borrower, the relationship being solely that of debtor and creditor, (c) no joint venture exists between the Borrower and the Agent or any Bank, and (d) neither the Agent nor any Bank undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the business or operations of the Borrower and the Borrower shall rely entirely upon its own judgment with respect to its business, and any review, inspection or supervision of, or information supplied to, the Borrower by the Agent or any Bank is for the protection of the Banks and neither the Borrower nor any third party is entitled to rely thereon.
Borrower Acknowledgments. Borrower hereby acknowledges and agrees that:
Borrower Acknowledgments. Borrower hereby represents and warrants that the obligations evidenced by the Debenture, including, without limitation, all obligations for the Assigned Debt, are valid and enforceable obligations of the Borrower subject to no defenses, setoffs, counterclaims, cross-actions or equities in favor of the Borrower, and to the extent the Borrower has any defenses, setoffs, counterclaims, cross-actions or equities against Assignor and/or against the enforceability of any such obligations, the Borrower acknowledges and agrees that same are hereby fully and unconditionally waived by the Borrower. The Borrower further acknowledges its obligations under Section 2(c) above, and agrees to timely and promptly deliver replacement debentures to Lender as required by this Agreement. The Borrower further acknowledges that the Assigned Debt is only being assigned hereunder in Purchase Tranches as contemplated above. In that regard, the Borrower further acknowledges that the Remaining Debt is and remains valid and enforceable obligations of the Borrower. Borrower agrees and acknowledges that it is and shall remain liable to pay the Remaining Debt, as same becomes due in accordance with the terms of the Purchase Agreement and the Debenture, or any replacement debentures issued in replacement thereof as hereby contemplated, and nothing contained herein shall be deemed or construed as any waiver or to otherwise excuse performance by Borrower under their obligations to Lender.
Borrower Acknowledgments. (a) Each Borrower acknowledges that neither any insufficiency of funds in the Project Accounts (or any of them), nor any inability to apply any funds in the Project Accounts (or any of them) against any or all amounts owing under any Financing Document, shall at any time limit, reduce or otherwise affect the Borrowers’ obligations under any Financing Document.
(b) Each party to this Agreement acknowledges that the Accounts Bank shall not incur any obligation or liability in circumstances where there are insufficient funds deposited in or credited to any Project Account to make a payment in full that would otherwise have been made pursuant to the terms of this Agreement, except to the extent that the loss arises directly from the Accounts Bank’s gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and Non-Appealable judgment.
Borrower Acknowledgments. 62 Section 8.31. Publicity..............................................................................63 Section 8.32. Cross Collateralization................................................................63 Section 8.33. Release................................................................................63 Section 8.34. Assignment by Lender; Participations; Securitization...................................63 Section 8.35. Not a Novation.........................................................................66 Section 8.36. Joint and Several Liability of Borrower; Assumption by New Borrower....................66 Section 8.37. Interpretation of Documents............................................................67 EXHIBIT A - PERMITTED INDEBTEDNESS EXHIBIT B - SCHEDULE OF AMORTIZATION SCHEDULE I - Original Pledge Agreements SCHEDULE II - Original Collateral Assignment SCHEDULE III - Post-Closing Covenants SCHEDULE IV - New Pledge Agreements AMENDED AND RESTATED LOAN AGREEMENT THIS AMENDED AND RESTATED LOAN AGREEMENT, made as of February 8, 2001, is by and between CAPITAL TRUST, INC., a Maryland corporation, having an address at 410 Park Avenue, New York, New York 10022, Attention: Loan Administrator, Xxxxxxx Xxxxxx (000) 000-0000 (xxxxxxxx with its successors and assigns, "Lender"), LFSXX XX XXX XXXX CORP., a Delaware corporation with an address at c/o Lazard Freres Real Estate Investors L.L.C., 30 Rockefeller Plaza, 50th Floor, New York, NY 10020 Attention: General Xxxxxxx, Xxxxxxx Xxxxxx: (000) 000-0000 ("Xxxxxxxx Xorrower"), and SENIOR QUARTERS FUNDING CORP., a Delaware corporation having the same address as the Original Borrower ("New Borrower"; New Borrower and Original Borrower are hereinafter individually and collectively referred to as "Borrower").
Borrower Acknowledgments. Borrower acknowledges and confirms that:
(A) The Land Release does not affect the liability of Borrower or any other Person for the payment of the Indebtedness, or affect the lien of the Security Instrument on the remainder of the Mortgaged Property for the full amount of the Indebtedness.
(B) The release of the lien of the Security Instrument against the Release Parcel will not:
(1) Cure or waive, or be deemed or construed to cure or waive, any Event of Default then in existence, or invalidate any act done by Lender in response to any such Event of Default (including the delivery of any Notice of default).
(2) Invalidate, extinguish, limit, impair or otherwise affect any indemnity in favor of Lender with respect to the Release Parcel.
(C) Borrower is obligated to pay all third party costs, taxes and expenses associated with the Land Release, including Lender’s Attorneys’ Fees and Costs and if the Land Release occurs after Securitization, the cost of any Rating Agency review (if applicable).
Borrower Acknowledgments. The Company and the Guarantors acknowledge and agree that:
Borrower Acknowledgments. Lender, Borrower and Manager hereby acknowledge and agree that (i) the scope of Lender's, Borrower's and Manager's respective business is wide and includes, but is not limited to, financing, real estate financing, investment in real estate and other real estate transactions which may be viewed as adverse to or competitive with the respective business of Lender, Borrower, Manager or their Affiliates and (ii) Lender, Borrower and Manager have been represented by competent legal counsel and has consulted with such counsel prior to executing this Loan Agreement and any of the other Loan Documents.
Borrower Acknowledgments. By signing this Agreement, the Borrower acknowledges and agrees that the Designated Defaults currently exist on the part of the Borrower under the Credit Agreement and that as a result of such Designated Defaults, the Lender could, in the absence of the Lender's agreement to forbear as set forth in this Agreement, in its sole discretion, demand immediate payment or otherwise take collection action with respect to the Indebtedness. The Borrower further acknowledges and agrees that the Indebtedness is the valid and enforceable obligation of the Borrower and is not subject to any defenses or rights of set off of any kind or nature and that all of the Indebtedness is secured by a valid and perfected lien in the Collateral.
