Borrower Estoppel Sample Clauses

Borrower Estoppel. After request by Lender, Borrower shall, within twenty (20) days of such request (but in any event, unless a Default is continuing, not more frequently than twice per calendar year), furnish Lender or any proposed assignee with a statement, duly acknowledged and certified, setting forth (i) the original principal amount of the Note, (ii) the unpaid principal amount of the Note, (iii) the rate of interest of the Note, (iv) the terms of payment and maturity date of the Note, (v) the date installments of interest and/or principal were last paid, (vi) that, except as provided in such statement, no Default exists, (vii) that this Agreement, the Note, the Mortgage and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, (viii) to Borrower’s knowledge, whether any offsets or defenses exist against the obligations secured hereby and, if any are alleged to exist, a detailed description thereof, (ix) that all Leases are in full force and effect and have not been modified (or if modified, setting forth all modifications), (x) the date to which the Payments thereunder have been paid pursuant to the Leases, (xi) whether or not, to the best knowledge of Borrower, any of the lessees under the Leases are in default in any material respect under the Leases, and, if any of the lessees are in default in any material respect setting forth the specific nature of all such defaults, (xii) the amount of security deposits held by Borrower under each Lease and that such amounts are consistent with the amounts required under each Lease, and (xiii) as to any other matters reasonably requested by Lender and reasonably related to the Leases, the obligations created and evidenced hereby and by the Mortgage or the Property.
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Borrower Estoppel. To Borrower’s knowledge, each of the statements set forth in the estoppels delivered by the Ground Lessors to Lender in connection with the Loan remain true, complete and correct in all material respects as of the date hereof.
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Borrower Estoppel. Borrower agrees that in the event Purchaser acquires the Loan Rights pursuant to this Agreement, Purchaser will not be subject to (i) any act, omission or breach of warranty or representation of the Lender, including, without limitation, failure by the Lender to take any action under the Loan Documents, failure of the Lender to make any advance under any of the Loan Documents, or to perform any of its obligations under the Loan Documents; (ii) any claim, cause of action, offset, defense or counterclaim which Borrower might be entitled to assert against the Lender or to Borrower's obligations under the Loan Documents (and Borrower hereby waives any such claims, causes of action, offsets, defenses or counterclaims); or (iii) any amendment or modification of the Loan Documents not consented to by Purchaser. Additionally, in such event, Purchaser shall not be liable for any fees, deposits or other funds paid by Borrower to the Lender which have not been conveyed to Purchaser, and neither the Lender nor Purchaser shall be required to make any advance of proceeds after Purchaser's acquisition of the Loan Rights.
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Borrower Estoppel. Execution of this Second Amendment by Lenders shall be without prejudice to Lenders' rights at any time in the future to exercise any and all rights conferred upon them by any of the Loan Documents in accordance with their original terms as previously and hereby amended. Neither this Second Amendment nor any provision hereof or of any other documents given in connection herewith shall constitute or shall be construed to constitute a waiver of any default, right, or remedy of Lenders under the Loan Agreement, the Note or the other Loan Documents subsequent to the date hereof. Any failure by Lenders at any point in time during the term of the Note or the Loan Agreement, as amended and restated, to insist upon strict and timely compliance with the terms and provisions of each such document shall not be deemed a waiver either expressly or implied by Lenders of any of their rights under any such document nor shall the same excuse Borrower's obligation to strictly and timely perform its obligation hereunder and therein.
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Borrower Estoppel. Execution of this Fourth Amendment by Lender shall be without prejudice to Lender's rights at any time in the future to exercise any and all rights conferred upon it by any of the Loan Documents in accordance with their original terms as previously and hereby amended. Neither the Fourth Amendment nor any provision hereof or of any other documents given in connection herewith shall constitute or shall be construed to constitute a waiver of any default, right, or remedy of Lender under the Note, the Promissory Note as amended and restated or the other Loan Documents subsequent to the date hereof. Any failure by Lender at any point in time during the term of the Note, the Promissory Note, the Loan Documents or the Inventory Loan Agreement or the Supplemental Loan Agreement to insist upon strict and timely compliance with the terms and provisions of each such document shall not be deemed a waiver either expressly or implied by Lender of any or its rights under any such document nor shall the same excuse Borrower's obligation to strictly and timely perform its obligation hereunder and therein.
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Borrower Estoppel. Borrower warrants and represents that any and all information provided to the Lender is accurate and correct, that no promises or inducements or representation of whatever nature other than in- cluded within the four corners of the loan documents have been made, and un- derstands that Lender is relying upon any and all waivers, promises, covenants or other obligations contained herein or in the loan documents, and any information provided by the Borrower to the Lender, and, but for those provisions and representations, would not have made this loan to the Borrow- er. BORROWERS JOINTLY AND SEVERALLY ON THEIR OWN BEHALF AND THAT OF ANY SUC- CESSORS OR ASSIGNS DO HEREBY ESTOP THEMSELVES OR ANY OF THEM FROM DENYING OR DISPUTING ANY OF THESE PARTICULARS OR THE BORROWER’S RESPONSIBILITY THERE- FORE. Borrowers do hereby covenant and agree to from time to time upon the written request of the holder execute a written statement setting forth any change of any material fact or circumstance and detailing any complaint, problem or material circumstance whatsoever that any borrower might have with this loan, the property, or the holder.
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Borrower Estoppel. Borrower hereby acknowledges and confirms each of the following: a. Lender and Original Lender have not waived any requirements of the Loan Documents nor any of Lender’s or Original Lender’s rights thereunder (other than the partial releases set forth in Sections 7, 8 and 9 hereof). b. There has been no amendment or modification of the Loan Documents, except as expressly provided in this Agreement. c. There are no facts that would support a claim of usury to defeat or avoid its obligation to repay the principal of, interest on, and other sums or amounts due and payable under the Loan Documents.
Sample 1
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Related to Borrower Estoppel

  • Borrowing Documents The Agent shall have received a fully completed Loan Request for such Loan and the other documents and information as required by §2.7, or a fully completed Letter of Credit Request required by §2.10, as applicable.

  • Notice of Borrowing; Letter of Credit Request (a) Prior to the making of each Term Loan, the Administrative Agent shall have received a Notice of Borrowing (whether in writing or by telephone) meeting the requirements of Section 2.3. (b) Prior to the making of each Revolving Credit Loan (other than any Revolving Credit Loan made pursuant to Section 3.4(a)) and each Swingline Loan, the Administrative Agent shall have received a Notice of Borrowing (whether in writing or by telephone) meeting the requirements of Section 2.3. (c) Prior to the issuance of each Letter of Credit, the Administrative Agent and the Letter of Credit Issuer shall have received a Letter of Credit Request meeting the requirements of Section 3.2(a). The acceptance of the benefits of each Credit Event shall constitute a representation and warranty by each Credit Party to each of the Lenders that all the applicable conditions specified in Section 7 above have been satisfied as of that time.

  • Financial Condition of Borrower Any Credit Extensions may be made to Borrower or continued from time to time without notice to or authorization from any Guarantor regardless of the financial or other condition of Borrower at the time of any such grant or continuation. No Beneficiary shall have any obligation to disclose or discuss with any Guarantor its assessment, or any Guarantor’s assessment, of the financial condition of Borrower. Each Guarantor has adequate means to obtain information from Borrower on a continuing basis concerning the financial condition of Borrower and its ability to perform its obligations under the Loan Documents, and each Guarantor assumes the responsibility for being and keeping informed of the financial condition of Borrower and of all circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations. Each Guarantor hereby waives and relinquishes any duty on the part of any Beneficiary to disclose any matter, fact or thing relating to the business, operations or conditions of Borrower now known or hereafter known by any Beneficiary.

  • Execution of Loan Documents; Borrowing Base Certificate The Borrowers hereby empower and authorize the Borrower Representative, on behalf of the Borrowers, to execute and deliver to the Administrative Agent and the Lenders the Loan Documents and all related agreements, certificates, documents, or instruments as shall be necessary or appropriate to effect the purposes of the Loan Documents, including, without limitation, the Borrowing Base Certificates and the Compliance Certificates. Each Borrower agrees that any action taken by the Borrower Representative or the Borrowers in accordance with the terms of this Agreement or the other Loan Documents, and the exercise by the Borrower Representative of its powers set forth therein or herein, together with such other powers that are reasonably incidental thereto, shall be binding upon all of the Borrowers.

  • Defenses of Borrower Waived To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Borrower or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower, other than the final and indefeasible payment in full in cash of the Obligations. The Administrative Agent and the Lenders may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Borrower or any other guarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully, finally and indefeasibly paid in cash. Pursuant to applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other Guarantor or guarantor, as the case may be, or any security.

  • Borrowing Certificate The Administrative Agent shall have received, with a counterpart for each Lender, a certificate of the Borrower, dated the Closing Date, substantially in the form of Exhibit D, with appropriate insertions and attachments, reasonably satisfactory in form and substance to the Administrative Agent, executed by the President or any Vice President and the Secretary or any Assistant Secretary of the Borrower.

  • to Compliance Certificate Financial Covenants of Borrower In the event of a conflict between this Schedule and the Loan Agreement, the terms of the Loan Agreement shall govern. Dated:

  • Reaffirmation of Credit Party Obligations Each Credit Party hereby ratifies the Credit Agreement and acknowledges and reaffirms (a) that it is bound by all terms of the Credit Agreement applicable to it and (b) that it is responsible for the observance and full performance of its respective Credit Party Obligations.

  • Authorization of Agreement, Loan Documents and Borrowing Each of the Borrower and its Subsidiaries has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Agreement and each of the other Loan Documents to which it is a party in accordance with their respective terms. This Agreement and each of the other Loan Documents have been duly executed and delivered by the duly authorized officers of the Borrower and each of its Subsidiaries party thereto, and each such document constitutes the legal, valid and binding obligation of the Borrower or its Subsidiary party thereto, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' rights in general and the availability of equitable remedies.

  • Condition of Borrower or Guarantor The insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of Borrower, Guarantor or any other party at any time liable for the payment of all or part of the Guaranteed Obligations; or any dissolution of Borrower or Guarantor, or any sale, lease or transfer of any or all of the assets of Borrower or Guarantor, or any changes in the shareholders, partners or members of Borrower or Guarantor; or any reorganization of Borrower or Guarantor.

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