Lender and Borrower and affiliates of Borrower have entered into that certain Amended and Restated Master Loan Agreement of even date herewith (the “Loan Agreement”) relating to seven (7) cross-collateralized and cross-defaulted loans in the aggregate principal amount of $150,000,000.00, including the Loan evidenced by the Note, which other loans (other than the Loan evidenced by the Note) are guaranteed by Borrower pursuant to that certain Amended and Restated Irrevocable Cross-Collateral Guaranty of Payment and Performance of even date herewith made by Borrower in favor of Lender (the “Cross-Collateral Guaranty”).
Lender and Borrower hereby acknowledge and agree that Borrower shall remain liable for the payment of all amounts due under clauses (i), (ii) and (iii) of Section 7.2.2(a) hereof whether or not sufficient Receipts exist to satisfy the same.
Lender and Borrower agree that, except as modified herein and in the Subordination Agreement, all of the terms and conditions of the Loan Documents are hereby ratified and reaffirmed.
Lender and Borrower hereby agree and acknowledge that Borrower’s sole method of repayment shall be: transferring the Borrower’s Equity Interest in the Company in whole to Lender or Lender’s designated persons (legal or natural persons).
Lender and Borrower hereby agree and acknowledge that Borrower’s method of repayment may at Lender’s option take the form of Borrower’s transferring the Borrower Equity Interest to Lender or Lender’s designated person (legal or natural person) pursuant to the Lender’s exercise of its right to acquire the Borrower Equity Interest under the Exclusive Option Agreement.
Lender and Borrower agree that Lender shall make the Loan to Borrower and Borrower shall accept the Loan upon the terms, conditions, covenants, representations and warranties contained herein. All Loan funds disbursed hereunder shall be evidenced by the Notes, bear interest at the rate of Borrower's Interest or Default Interest, as the case may be, and be secured by the Trust Deed.
Lender and Borrower. The proceeds of any sale, disposition or other realization upon all or any part of the Collateral shall be applied by Lender in the following order of priorities:
Lender and Borrower. Mortgage Loans that initially are funded under Sublimit B are not charged twice when subsequently funded under Sublimit A or Sublimit E.
Lender and Borrower acknowledge that this Financing Agreement shall not create any (a) agency, (b) partnership or (c) joint venture relationship between Lender and Borrower.
Lender and Borrower acknowledge and agree that the Covered Intellectual Property is licensed by Borrower pursuant to the License Agreement and that such License Agreement contains certain restrictions with respect to the Covered Intellectual Property. Accordingly, notwithstanding anything in the Security Documents to the contrary, the Collateral shall not include the Covered Intellectual Property, any Product, the License Agreement or any of Borrower's rights, title or interest (including, without limitation, any Contract Rights) under the License Agreement. In furtherance of and not in limitation of the foregoing: (i) neither the Collateral nor any component thereof shall include any item or type of property (personal or real, tangible, intangible or otherwise) in which the granting of a security interest is prohibited under the License Agreement; (ii) the security interest granted hereunder is subordinate in all respects to, and subject to, the rights of Wake Forest University under the License Agreement (including, without limitation, any and all rights of Wake Forest University thereunder to receive any royalties or other payments); and (iii) the rights of Lender under this Agreement shall not conflict with, diminish or otherwise adversely affect the rights of Wake Forest University under the License Agreement. Borrower will not, by amendment of the License Agreement or any other action taken after the date hereof, avoid or diminish or seek to avoid or diminish the rights of Lender with respect to the Collateral.
