Prior Loan. Each holder of a Prior Loan has received, on or prior to the Closing Date (or, with respect to any Additional Loan Party, the applicable Accession Date), the full amount due and owing by the Loan Parties with respect to the Prior Loan as of the Closing Date or the applicable Accession Date, and a complete discharge and release of each applicable Loan Party from the Prior Loan (other than environmental and other limited and customary indemnity obligations and certain contingent liabilities that survive termination of the Prior Loans). The representations and warranties of the applicable Loan Parties in each Recycled Entity Certificate are true and correct in all material respects as of the date thereof.
Prior Loan. For the avoidance of doubt, Administrative Agent and Lenders acknowledge that each Borrower guaranteed repayment of, and granted mortgages and pledged its assets as collateral to secure the repayment of, a certain loan made by Regions Bank to Borrower Member (the “Prior Loan”), and hereby agree that none of the representations in this Section 8.20, to the extent they pertain to matters occurring prior to the Effective Date, shall be deemed violated based solely on the existence of such Prior Loan and each Borrower’s guarantees, mortgages and pledges made in connection therewith. Each Borrower represents and warrants that the Prior Loan has been repaid in full on or prior to the Effective Date.
Prior Loan. (i) Effective as of the Closing Date, all Indebtedness and Obligations of Borrower relating to the Prior Loan and arising under the Prior Credit Agreement, the Prior Notes and any other Prior Loan Documents are hereby amended and restated in full by this Agreement, the Notes and the Loan Documents. On the Closing Date, the Prior Notes shall be canceled and promptly thereafter returned to Borrower upon request. Without limiting the generality of the foregoing, effective as of the Closing Date, the commitment of the Prior Lenders to make additional Advances under (and as defined in) the Prior Credit Agreement shall automatically terminate, and Borrower acknowledges and agrees that, effective as of the Closing Date, no Original Lender (or any Lender) shall have any further obligations to Borrower under the Prior Credit Agreement, the Prior Notes or any other Prior Loan Document.
(ii) Effective as of August 9, 2002, certain of the Lenders shall purchase, and certain of the Lenders shall sell, to one another, the percentage interest in the Commitment as reflected in Schedule 2.1(e) hereto, in order to reallocate the Carryover Principal Balance under the Notes among the Lenders to correspond to the Pro Rata Shares of the Lenders specified in Schedule 1.1 hereto. The applicable purchase price payments are specified in Schedule 2.1(e) hereto and are referred to herein as the "Adjusting Purchase Payments". The Adjusting Purchase Payments shall be made to Administrative Agent by the applicable purchasing Lender by Federal Reserve wire transfer initiated by the payor no later than 8:00 A.M. (California time) on August 9, 2002. Upon receipt of all such payments, Administrative Agent shall promptly send appropriate portions thereof to the selling Lenders by Federal Reserve wire transfer. The parties to this Agreement acknowledge that the Adjusting Purchase Payments do not include interest or fees, which Borrower is obligated pursuant to the terms of Section 3.1(j) to pay through and including August 9, 2002.
Prior Loan. SCNV hereby acknowledges receipt of the sum of $17,408 from BSL through September 30, 1997 and that such sum shall be treated as an unsecured loan (the "First Loan") by BSL to SCNV, which shall be repaid in accordance with the terms set forth below.
Prior Loan. Mortgagor hereby releases, acquits, hold harmless and forever discharges Mortgagee and Mortgagee’s subsidiaries, divisions, partners, affiliated corporations, officers, directors, agents, employees, attorneys and representatives, as well as their respective heirs, executors, legal representatives, successors and assigns (herein collectively called the “Mortgagee Related Parties”) from any and all claims, demands, debts, liabilities, contracts, agreements, obligations, accounts, defenses, suits, offsets against any of the Prior Loan, prior Notes and Prior Mortgage (collectively, the “Prior Loan Documents”), actions, causes of action or claims for relief of whatever kind of nature, known or unknown to Mortgagor as of the date hereof, which Mortgagor may have against Mortgagee or Mortgagee Related Parties, for or by reason of any matter, cause or thing whatsoever occurring prior to the Execution Date, which relate to, in whole or in part, directly or indirectly, the Prior Loan Documents, the indebtedness evidenced thereby and the loan transactions evidenced thereby.
Prior Loan. As reflected by the Phase I Loan Documents, Lender and Borrower previously entered into the Prior Agreement for construction of improvements on the Phase I portion of the Land, such construction having been commenced on or about February 11, 1999, for the construction of a two-story office building similar in scope and design to the Phase II Improvements. Advances have been made to Borrower by Lender under the terms of the Prior Agreement, and construction is ongoing under said Prior Agreement. Borrower and Lender hereby agree that the Deed of Trust previously recorded in connection with the Phase I Note and Prior Agreement more fully described above shall be further modified to reflect that the lien of the deed of trust shall also secure the indebtedness evidenced by the Note entered into of even date herewith and the obligations of this Construction Loan Agreement, all of which was contemplated as of the original date of the Deed of Trust. Further, Borrower hereby acknowledges and agrees that no Advances shall be used by Borrower under this Loan to pay for any development or construction costs for the Phase I Improvements.
Prior Loan. Evidence, satisfactory to the Trust and the Trust's counsel, of the payment in full of the obligation owed under that certain loan agreement dated as of December 23, 1996 among the Company and the financial institution named in such loan agreement for which PNC, National Association serves as agent (the "Prior Loan") and the release and return to the Trust of the letter of credit provided by the Trust in support of the Prior Loan.
Prior Loan. Solmecs hereby acknowledges receipt of the sum of $50,000 from BSL during September 1997 and that such sum shall be treated as an unsecured loan (the "First Loan") by BSL to Solmecs, which shall be repaid in accordance with the terms set forth below.
Prior Loan. All items financed or refinanced from the proceeds of the Prior Loan are permitted to be refinanced with the proceeds of the Note and the Loan pursuant to the Act, and all proceeds of the original loans, including investment earnings thereon, have been fully expended.
Prior Loan. 19 Defined Terms - 3
