Common use of Borrower Acknowledgments Clause in Contracts

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. Borrower hereby represents and warrants that the obligations evidenced by the DebentureReplacement Debentures, including, without limitation, all obligations for the Assigned Debt and the Remaining 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 may only represent a portion of the obligations due or owing under the Replacement Debentures, and 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, and any portion of the Assigned Debt is for which the Applicable Purchase Price therefor has not been received by Lender, are and remains remain valid and enforceable obligations of the Borrower. Borrower agrees and acknowledges that it is and shall remain liable to pay the Remaining Debt, and any portion of the Assigned Debt for which the Applicable Purchase Price therefor has not been received by Lender, as same becomes due in accordance with the terms of the Purchase Agreement and the DebentureReplacement Debentures, 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 its obligations to Lender. In addition, Borrower acknowledges that the First Amendment contemplates the sale of the “Outstanding Claims” (as defined in the First Amendment) to Assignee; provided, however, Borrower agrees and understands that Lender may, from time to time, elect to sell such Outstanding Claims, or portions thereof, to Assignee, or any other Person from time to time as Lender shall elect, and such Assignee or other Person shall be deemed a “Purchaser” under the First Amendment and the “Exchange Agreements” (as defined in the First Amendment), shall mean such agreements related to the sale of Outstanding Claims to Assignee or any such other Person, as the case may be from time to time.

Borrower Acknowledgments. Borrower hereby consents to the sale and purchase of the Assigned Debt pursuant to the terms of this Agreement. Borrower further represents and warrants that the obligations evidenced by the DebentureFourth Replacement Debenture B, including, without limitation, all obligations for the Assigned Debt and the Remaining 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 may only represent a portion of the obligations due or owing under the Fourth Replacement Debenture B, and 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, and any portion of the Assigned Debt is for which the Applicable Purchase Price therefor has not been received by Lender, are and remains remain valid and enforceable obligations of the Borrower. Borrower agrees and acknowledges that it is and shall remain liable to pay the Remaining Debt, and any portion of the Assigned Debt for which the Applicable Purchase Price therefor has not been received by Lender, as same becomes due in accordance with the terms of the Purchase Agreement and the DebentureFourth Replacement Debenture B, 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 its obligations to Lender.

Borrower Acknowledgments. Borrower hereby represents and warrants that the obligations evidenced by the DebentureCredit Agreement and the Original Note, including, without limitation, all obligations for the Assigned Debt and the Remaining 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 notes to Lender as required by this Agreement. The Borrower further acknowledges that the Assigned Debt may only represent a portion of the obligations due or owing under the Credit Agreement and the Original Note, and 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, and any portion of the Assigned Debt is for which the Applicable Purchase Price therefor has not been received by Lender, are and remains remain valid and enforceable obligations of the Borrower. Borrower agrees and acknowledges that it is and shall remain liable to pay the Remaining Debt, and any portion of the Assigned Debt for which the Applicable Purchase Price therefor has not been received by Lender, as same becomes due in accordance with the terms of the Purchase Credit Agreement and the DebentureOriginal Note, or any replacement debentures notes 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 its obligations to Lender.

Borrower Acknowledgments. Borrower hereby consents to the sale and purchase of the Assigned Debt pursuant to the terms of this Agreement Borrower further represents and warrants that the obligations evidenced by the DebentureConvertible Note, including, without limitation, all obligations for the Assigned Debt and the Remaining 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 notes to Lender as required by this Agreement. The Borrower further acknowledges that the Assigned Debt may only represent a portion of the obligations due or owing under the Convertible Note, and 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, and any portion of the Assigned Debt is for which the Applicable Purchase Price therefor has not been received by Lender, are and remains remain valid and enforceable obligations of the Borrower. Borrower agrees and acknowledges that it is and shall remain liable to pay the Remaining Debt, and any portion, of the Assigned Debt for which the Applicable Purchase Price therefor has not been received by Leader, as same becomes due in accordance with the terms of the Purchase Credit Agreement and the DebentureConvertible Note, or any replacement debentures notes 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 its obligations to Lender.

Borrower Acknowledgments. Borrower hereby represents and warrants that the obligations evidenced by the DebentureSecond Replacement Note, including, without limitation, all obligations for the Assigned Debt and the Remaining 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 notes to Lender as required by this Agreement. The Borrower further acknowledges that the Assigned Debt only represents a portion of the obligations due or owing under the Second Replacement Note, and 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, and any portion of the Assigned Debt is for which the Applicable Purchase Price therefor has not been received by Lender, are and remains remain valid and enforceable obligations of the Borrower. Borrower agrees and acknowledges that it is and shall remain liable to pay the Remaining Debt, and any portion of the Assigned Debt for which the Applicable Purchase Price therefor has not been received by Lender, as same becomes due in accordance with the terms of the Purchase Credit Agreement and the DebentureSecond Replacement Note, or any replacement debentures notes 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 its obligations to Lender.

Borrower Acknowledgments. Borrower Borrowers hereby represents represent and warrants warrant that the obligations evidenced by the DebentureRevolving Note, including, without limitation, all obligations for the Assigned Debt and the Remaining Debt, are valid and enforceable obligations of the Borrower Borrowers subject to no defenses, setoffs, counterclaims, cross-actions or equities in favor of the BorrowerBorrowers, and to the extent the Borrower has Borrowers have any defenses, setoffs, counterclaims, cross-actions or equities against Assignor and/or against the enforceability of any such obligations, the Borrower acknowledges Borrowers acknowledge and agrees agree that same are hereby fully and unconditionally waived by the BorrowerBorrowers. The Borrower Borrowers further acknowledges its acknowledge their obligations under Section 2(c) above, and agrees agree to timely and promptly deliver replacement debentures notes to Lender as required by this Agreement. The Borrower Borrowers further acknowledges acknowledge that the Assigned Debt only represents a portion of the obligations due or owing under the Revolving Note, and that the Assigned Debt is only being assigned hereunder in Purchase Tranches as contemplated above. In that regard, the Borrower Borrowers further acknowledges acknowledge that the Remaining Debt, and any portion of the Assigned Debt is for which the Applicable Purchase Price therefor has not been received by Lender, are and remains remain valid and enforceable obligations of the BorrowerBorrowers. Borrower agrees Borrowers agree and acknowledges acknowledge that it each of them is and shall remain liable to pay the Remaining Debt, and any portion of the Assigned Debt for which the Applicable Purchase Price therefor has not been received by Lender, as same becomes due in accordance with the terms of the Purchase Credit Agreement and the DebentureRevolving Note, or any replacement debentures notes 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 Borrowers under their obligations to Lender.