BORROWER AND GUARANTORS. THE XXXXXXX GROUP, INC. BANK OF AMERICA, N.A. BANK OF AMERICA, N.A.
BORROWER AND GUARANTORS acknowledge the Liabilities as set out in the Loan Documents and the amount of the Liabilities as stated above. Borrower and Guarantors acknowledge that Bank's demand for payment is timely and proper. Guarantors ratify and reaffirm their guaranties.
BORROWER AND GUARANTORS acknowledge and agree the Loan Documents presently provide for and they shall reimburse for any and all costs and expenses of Bank, including, but not limited to, all inside and outside counsel fees of Bank whether in relation to drafting, negotiating or enforcement or defense of the Loan Documents or this Agreement, including any preference or disgorgement actions as defined in this Agreement and all of Bank's audit fees, incurred by Bank in connection with the Liabilities, Bank's administration of the Liabilities and/or any efforts of Bank to collect or satisfy all or any part of the Liabilities. Borrower and Guarantors shall immediately reimburse Bank for all of Bank's costs and expenses upon Bank's incurrence thereof or upon demand. Without limitation, concurrently with execution and delivery of this Agreement by Borrower to Bank, Borrower shall pay to Bank $10,000 to reimburse Bank for the approximate outstanding legal fees for the period through August 31, 2000.
BORROWER AND GUARANTORS. As of the Effective Date, Schedule 3.14 sets forth the name, jurisdiction of incorporation and true and correct U.S. tax identification number of the Borrower and each Parent Entity and Subsidiary that is required to be a Guarantor hereunder.
BORROWER AND GUARANTORS. (a) constitutional documents;
(b) resolution of board of directors; and
(c) customary certifications of copy documents.
BORROWER AND GUARANTORS acknowledge and agree that the notes referred to in Section 6(a) are Obligations of Borrower to the Bank and are cross-collateralized by the Collateral, and in the event of default under the terms of any Obligation of the Borrower or any obligation of any Guarantor, that such a default shall be deemed a default under any or all of the Borrower's Obligations and under any or all of the obligations of Guarantors at the option of the Bank.
BORROWER AND GUARANTORS represent and warrant to --------------- Agent and the Lenders as follows:
BORROWER AND GUARANTORS. Lenders shall have received the following concerning Borrower and its members, in form and substance satisfactory to Lenders:
(i) With respect to Borrower, (i) a copy of Borrower’s Bylaws certified to be true and complete by Borrower’s Authorized Representative (which shall contain the Separateness Provisions); (ii) a copy of Borrower’s Articles of Incorporation and any amendments, certified by the California Secretary of State; (iii) a recent good-standing certificate regarding Borrower issued by the California Secretary of State and an Entity Status Letter from the California Franchise Tax Board; (iv) a certificate of Borrower’s Authorized Representative, including a copy of resolutions, indicating that Borrower is duly authorized to execute and deliver the Loan Documents, complete the construction of the Improvements and perform its obligations under such Loan Documents; (v) a certificate with respect to the incumbency and a signature certificate set in forth the signatures of Borrower’s Authorized Representative; and (vi) such other documents as Lender shall reasonably request with respect to Borrower’s existence and authorization.
(ii) With respect to each Guarantor, (i) a copy of such Guarantor’s driver's license and passport; (ii) a copy of such Guarantor’s current year financial statements; (iii) a copy of such Guarantor’s three years tax returns; and (iv) such other documents as Lender shall reasonably request with respect to Guarantor’s existence and authorization.
BORROWER AND GUARANTORS. CHOICEPOINT SERVICES INC., as Borrower
BORROWER AND GUARANTORS. SWITCH, LTD., as Borrower By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Chief Financial Officer NV NAP 2, LLC, as a Subsidiary Guarantor By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Chief Financial Officer NV NAP 7, LLC, as a Subsidiary Guarantor By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Chief Financial Officer NV NAP 8, LLC, as a Subsidiary Guarantor By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Chief Financial Officer NV NAP 9, LLC, as a Subsidiary Guarantor By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Chief Financial Officer SUPERNAP RENO, LLC, as a Subsidiary Guarantor By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Chief Financial Officer SINAP - TIX, LLC, as a Subsidiary Guarantor By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Chief Financial Officer SWITCH BUSINESS SOLUTIONS, LLC, as a Subsidiary Guarantor By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Chief Financial Officer MI GRR, LLC, as a Subsidiary Guarantor By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Chief Financial Officer SUPERNAP ATLANTA, LLC, as a Subsidiary Guarantor By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Chief Financial Officer XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender, an Issuing Lender, and a Revolving Credit Lender By: /s/ Xxxxxxxxx Xxxxxx Name: Xxxxxxxxx Xxxxxx Title: Director BMO XXXXXX BANK, N.A., as Revolving Credit Lender By: /s/ Xxxx XxXxx Name: Xxxx XxXxx Title: Vice President XXXXXXX XXXXX BANK USA, N.A, as Revolving Credit Lender By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Authorized Signatory JPMORGAN CHASE BANK, N.A., as Revolving Credit Lender By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Authorized Officer CITIZENS BANK, N.A., as Revolving Credit Lender By: /s/ A. Xxxx Xxxxxx Name: A. Xxxx Xxxxxx Title: Senior Vice President U.S. BANK NATIONAL ASSOCIATION, as Revolving Credit Lender By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Revolving Credit Lender By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Authorized Signatory By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Authorized Signatory PNC BANK, NATIONAL ASSOCIATION, as Revolving Credit Lender By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Senior Vice President ZIONS BANCORPORATION, N.A., D/B/A NEVADA STATE BANK, as Revolving Credit Lender By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Senior Vice President CITY NATIONAL BANK, as Revolv...
