Lender's Acknowledgment. Each Lender other than JPMorgan hereby acknowledges that JPMorgan has made no representations or warranties with respect to the Loan other than as expressly set forth in this Agreement and that JPMorgan shall have no responsibility (in its capacity as a Lender, the Agent, the Custodian or in any other capacity or role) for:
(a) the collectability of the Loan;
(b) the validity, enforceability or any legal effect of any of the Facilities Papers, any Collateral papers or any insurance, bond or similar device purportedly protecting any obligation to the Lenders or any Collateral; or
(c) the financial condition of the Companies or any of their Subsidiaries or Affiliates, the status, health or viability of any industry in which any of them is involved, the prospects for repayment of the Loan, the value of any Collateral, the effectiveness of any of the provisions of the Facilities Papers (including the financial covenants, tests and hedging requirements) or any aspect of their implementation or administration at any time to reduce or control risks of any type, to produce returns, profits, yields or spreads or to reduce or control losses or the accuracy of any information supplied by or to be supplied in connection with any of the Companies or any of their Subsidiaries or Affiliates, or otherwise with respect to the Loan, any Collateral or any source of equity or other financing for any of such companies.
Lender's Acknowledgment. 8.1 Lender acknowledges to Borrower that, as of the date hereof, both before and after giving effect to this Amendment, to the best of Lender's knowledge, Borrower is not in default with respect to its obligations under the Credit Agreement and the Collateral Security Instruments.
Lender's Acknowledgment. Notwithstanding anything to the contrary in this Loan Agreement, Lender acknowledges that Borrower does not satisfy the following criteria to be a Single Purpose Entity: the delivery of Delaware single member limited liability company opinions with respect to the SPE Equity Owner. Lender reserves the right to require any transferee of the Property approved by Lender at its sole discretion under Section 10.2 below to comply with and satisfy all of the Single Purpose Entity criteria set forth in Article 7 hereof (and in any other provisions of this Loan Agreement).
Lender's Acknowledgment. Notwithstanding any language to the contrary in this Agreement or in any other Loan Document, the Administrative Agent and the Lenders signatory hereto hereby acknowledge and agree that to the extent required under applicable rule or law (a) the rights of the Administrative Agent in the pledge by Dental Service of the capital stock of Dedicated Dental and by Holdings of the capital stock of Dental Service, in each case in favor of the Administrative Agent, shall be subordinate at all times to the Regulatory Tangible Net Equity Requirement of the Xxxx-Xxxxx Act (as such terms are hereinafter defined) and to the requirements of Rule 1300.76 promulgated under the Xxxx-Xxxxx Act and (b) any transfer or assignment (whether for value or otherwise) of any ownership interest in the capital stock of 109 Dedicated Dental or Dental Service on foreclosure or otherwise will require the filing of a notice of a material modification and prior approval by the California DMO Regulator (as such term is hereinafter defined) under the Xxxx-Xxxxx Act. In addition, (i) the pledge by Dental Service of the capital stock of Dedicated Dental and by Holdings of the capital stock of Dental Service, in each case in favor of the Administrative Agent, shall not become effective until Dental Service and Dedicated Dental (as the case may be) shall have obtained all Governmental Approvals necessary or required under the California DMO Regulations in connection with the execution, delivery or performance by, or enforcement against, Dental Service of this Agreement, including, without limitation, the Governmental Approvals relating to the filing of a material modification application for the approval with the California DMO Regulator, and that all such Governmental Approvals remain in full force and effect and (ii) the pledge by Dental Service of the capital stock of Dedicated Dental and by Holdings of the capital stock of Dental Service, in each case in favor of the Administrative Agent, of the stock certificates evidencing all of the issued and outstanding capital stock of Dental Service and Dedicated Dental, respectively, pursuant to the Pledge Agreement, are subject to applicable California DMO Regulations, including, without limitation, the "Upstream Undertakings" made by Dedicated Dental to the California DMO Regulator in connection with the application for material modification under the Xxxx-Xxxxx Laws. For the purposes of this Article XIII, the following terms shall have the meaning...
Lender's Acknowledgment. This Modification is being entered into simultaneously with the defeasance of a portion of the Loan. Prime Retail Defeasance I, L.L.C., a Delaware limited liability company (the "Defeasance Borrower"), has assumed a Defeasance Promissory Note evidencing the partial defeasance of the Loan. The Property Owner is executing, at the request of Lender, the Maintenance Agreement and Guaranty of Non-Recourse Carve-out Matters (the "Maintenance Agreement and Guaranty") pursuant to which the Property Owner (i) agrees to cause the Defeasance Borrower to, or shall on behalf of the Defeasance Borrower, among other things, comply with certain legal formalities and maintain its existence in good standing and (ii) guarantees to the Payee performance by the Defeasance Borrower of certain liabilities and obligations of the Defeasance Borrower. Lender consents to Borrower's execution of the Maintenance Agreement and Guaranty and agrees that such execution shall not constitute a breach of the representations, warranties and covenants made by Borrower in connection with the Loan, and specifically, but not limited to, the representations, warranties and covenants set forth in Section 2.02(h) of the Mortgage.
Lender's Acknowledgment. Contemporaneously with the execution and delivery of this Agreement, Sellers shall deliver to Buyer a duly executed acknowledgment from the senior secured lenders to Sellers under the Credit Agreement, pursuant to which such lenders agree (i) to carve-out, for the benefit of Buyer, sufficient funds (in an amount up to the Carve-Out Amount) from the collateral that secures Sellers’ obligations to such lenders to permit Sellers to pay to Buyer the Break-Up Fee and Expense Reimbursement and consent in the context of an Alternative Transaction to the payment of the Break-Up Fee, as and when such payments are due in accordance with Section 8.3; (ii) subject to the Auction and the possibility of an Alternative Transaction, to the sale of the Acquired Assets to Buyer and its one or more designated Affiliates free and clear of any Encumbrances securing obligations to such lenders, (iii) not to raise any objection to the Sale Motion or the Sale Procedures Order, provided, in the case of this clause (iii), that the Sale Motion and the Sales Procedure Order are in the forms attached hereto as Exhibit F and Exhibit G, respectively, and (iv) to confirm their consent to allowing payment of the expense reimbursement, if any, payable under the Exclusivity and Expense Letter until the Bankruptcy Court approves and enters the Sale Procedures Order in all material respects in the form attached as Exhibit G.
Lender's Acknowledgment. (a) Each Lender, by delivering its signature page to this Agreement, Assignment and Acceptance or an Affiliate Assignment Agreement shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by any Agent, Required Lenders, Required Revolving Lenders or Lenders, as applicable on the Closing Date or as of the date of funding of such Additional Term Loans and Additional Revolving Loans.
(b) Each Lender acknowledges that Holdings and certain Affiliates of the Credit Parties, including the Sponsor or entities controlled by the Sponsor, are Eligible Assignees hereunder and may purchase Loans and/or Commitments hereunder from Lenders from time to time, subject to the restrictions set forth in the definition of “Eligible Assignee” and Section 12.07.
Lender's Acknowledgment. (a) Notwithstanding anything to the contrary in this Loan Agreement, Lender acknowledges that Borrower does not satisfy the following criteria to be a Single Purpose Entity: (i) the requirement to comply in all respects with Single Purpose Entity provisions, as specified in Section 7.01(a); exceptions to Single Purpose Entity status being as more particularly specified in this Section 7.03; (ii) the requirement to have an SPE Equity Owner as specified in Sections 7.01(b), 7.01(f), 7.02(a)(iii) and 7.02(b); (iii) the requirement for a substantive non-consolidation opinion as specified in Section 7.01(d); (iv) as more particularly set forth in Section 7.03(b) below, the requirement that Borrower not engage in any business or activity, acquire any assets or incur any debt other than with respect to the Property, Personal Property and the Loan, as specified in Sections 7.02(a)(i), (ii), and (xiii); (v) the provisions of Sections 7.01(a)(iv) and (v), as Borrower is a Texas limited partnership, (vi) the percentage and payment requirements specified in Section 7.02(a)(xiii) with respect to trade payables; Borrower being permitted to have trade payables not to exceed six percent (6%) of the outstanding principal balance of the Loan, to be paid within ninety (90) days of the date incurred; (vii) with respect to Section 7.02(a), Borrower shall be permitted to enter into Property Management Agreements with a Borrower Affiliate approved by Lender, and (viii) Borrower shall not be required to maintain separate stationary, invoices and checks as required in Section 7.02(a)(xxii). Borrower shall agree, by resolution dated of even date with this Loan Agreement, to comply with the Single Purpose Entity provisions set forth in Section 7.02(a) above, as modified by the qualifications and exceptions set forth in this Section 7.03, and will continue to comply with such Single Purpose Entity provisions in accordance with such resolution at all times until the Loan has been paid in full.
(b) Lender acknowledges that, in addition to its ownership of the Property, Borrower owns and operates the following multifamily properties: Citadel Village (Colorado Springs, Colorado), Arbours of Hermitage (Hermitage, Tennessee) and Knollwood (Nashville, Tennessee) (collectively, the "Additional Property"). Borrower covenants and agrees that (i) it shall not engage in any business or activity other than the ownership, operation and maintenance of the Property and the Additional Property, and a...
Lender's Acknowledgment. Lender hereby acknowledges that, based solely upon (a) the most recent Borrowing Base Certificate received by Lender dated December 2, 1997, and (b) the representation and warranty of Borrower and Distribution regarding the absence of Defaults set forth in Section 3.3 above, as of the Effective Date, to the actual knowledge of Lender (without any duty to investigate), no Default or Event of Default has occurred and is continuing under the Loan Agreement.
Lender's Acknowledgment. 10.1. Lender acknowledges to Borrower that, as of the Restatement Date, both before and after giving effect to this Amendment: (a) Borrower is not in default as to any obligation to pay Loan Fee, principal, and interest under the Loan (other than any interest that was first due and payable on or after February 1, 1999, as to which interest Lender neither asserts a default nor confirms payment); (b) to the best of Lender's knowledge, Borrower is not in default with respect to any other obligations under the Security Documents; (c) to the best of Lender's knowledge all other fees and charges payable by Borrower under the Security Documents have been paid (other than Lender's attorneys' fees, which are handled separately); and (d) the Maturity Date has been validly extended to the Maturity Date as defined in this Amendment (before giving effect to Section 2.8 of this Amendment).
