Common use of RATIFICATION OF DOCUMENTS; CERTAIN COVENANTS Clause in Contracts

RATIFICATION OF DOCUMENTS; CERTAIN COVENANTS. 4.1 Borrower agrees that: (a) the Loan Documents, as modified by this Agreement, are the legal, valid, and binding obligations of Borrower and are in full force and effect, (b) the Loan Documents are unchanged, except as specifically modified by this Agreement, and (c) any and all property or rights to or interests in property granted as security in any of the Loan Documents shall remain as security for the Loan and the obligations of Borrower under the Loan Documents, as modified hereby. 4.2 Borrower hereby restates, as of the date of its execution hereof, each and every representation and warranty of Borrower in the Loan Documents, as fully as if set forth at length herein. 4.3 Borrower agrees that the occurrence of a default or event of default under any document evidencing or securing any credit accommodation heretofore, herewith or hereafter established by Bank in favor of Borrower will constitute a default under the Loan Documents, as amended hereby. 4.4 Borrower agrees to execute, deliver, and provide to Bank such additional agreements, documents, and instruments as reasonably required by Bank to effectuate the intent of this Agreement. 4.5 In consideration of Bank's agreement to modify the Loan Documents as described herein, Borrower hereby agrees to pay, in addition to other amounts called for herein, the following amounts related to the transaction described herein (the "Transaction Costs"): all costs and expenses arising from the preparation of this Agreement and the documents called for herein, the monitoring and administration of the Loan, including, but not limited to, Bank's reasonable attorneys' fees and all other charges that may be imposed on, or incurred by Bank as a result of the transaction described herein. 4.6 Borrower agrees to indemnify and hold Bank (and Bank's present and former directors, shareholders, officers, employees, agents, representatives, successors and assigns, and their separate and respective heirs, personal representatives and successors and assigns) harmless from and against all claims, costs, expenses, actions, suits, proceedings, losses, damages and liabilities of any kind whatsoever (except those arising from the gross negligence or willful misconduct of Bank), including but not limited to attorneys' fees and expenses (including any allocated costs of Bank's in-house counsel), arising out of any matter relating, directly or indirectly, to the Loan, whether resulting from internal disputes of Borrower, or whether involving other third persons, or out of any other matter whatsoever related to this Agreement, the Loan Documents, or any property encumbered as security for the Loan. This indemnity provision will continue in full force and effect and will survive the repayment of the Loan and the performance of all of Borrower's other obligations with respect to the Loan. 4.7 Borrower fully, finally, and absolutely and forever releases and discharges Bank and its present and former directors, shareholders, officers, employees, agents, representatives, successors and assigns, and their separate and respective heirs, personal representatives, successors and assigns, from any and all actions, causes of action, claims, debts, damages, demands, liabilities, obligations, and suits, of whatever kind or nature, in law or equity of Borrower, whether now known or unknown to Borrower, and whether contingent or matured, in respect of the Loan, the Loan Documents, or the actions or omissions of Bank in respect of the Loan, the Loan Documents that arise from events occurring prior to the date of this Agreement, including, without limitation, the negotiation of this Agreement or any documents called for herein or related hereto.

RATIFICATION OF DOCUMENTS; CERTAIN COVENANTS. 4.1 Borrower agrees that: (a) the Loan Documents, as modified by this Second Modification Agreement, are the legal, valid, and binding obligations of Borrower and are in full force and effect, (b) the Loan Documents are unchanged, except as specifically modified by this Second Modification Agreement, and (c) any and all property or rights to or interests in property granted as security in any of the Loan Documents shall remain as security for the Loan and the obligations of Borrower under the Loan Documents, as modified hereby. 4.2 Borrower hereby restates, as of the date of its execution hereof, each and every representation and warranty of Borrower in the Loan Documents, as fully as if set forth at length herein. 4.3 Borrower agrees that the occurrence of a default or event of default under any document evidencing or securing any credit accommodation heretofore, herewith or hereafter established by Bank Lender in favor of Borrower will constitute a default under the Loan Documents, as amended hereby. 4.4 Borrower agrees to execute, deliver, and provide to Bank Lender such additional agreements, documents, and instruments as reasonably required by Bank Lender to effectuate the intent of this Second Modification Agreement. 4.5 In consideration of BankLender 's agreement to modify the Loan Documents as described herein, Borrower hereby agrees to pay, in addition to other amounts called for herein, the following amounts related to the transaction described herein (the "Transaction Costs"): all costs and expenses arising from the preparation prepara­tion of this Second Modification Agreement and the documents called for herein, the monitoring and administration of the Loan, including, but not limited to, BankLender 's reasonable attorneys' fees and all other charges that may be imposed on, or incurred by Bank Lender as a result of the transaction described herein. 4.6 Borrower and each of the Guarantors agrees to indemnify and hold Bank Lender (and BankLender 's present and former directors, shareholders, officers, employees, agents, representatives, successors and assigns, and their separate and respective heirs, personal representatives and successors and assigns) harmless from and against all claims, costs, expenses, actions, suits, proceedings, losses, damages and liabilities of any kind whatsoever (except those arising from the gross negligence or willful misconduct of BankLender), including but not limited to attorneys' fees and expenses (including any allocated costs of BankLender 's in-house counsel), arising out of any matter relating, directly or indirectly, to the Loan, whether resulting from internal disputes of BorrowerBorrower or any Guarantor, or whether involving other third persons, or out of any other matter whatsoever related to this Second Modification Agreement, the Loan Documents, or any property encumbered as security for the Loan. This indemnity provision will continue in full force and effect and will survive the repayment of the Loan and the performance of all of Borrower's and/or any Guarantor's other obligations with respect to the Loan. 4.7 Borrower and each of the Guarantors fully, finally, and absolutely and forever releases and discharges Bank Lender and its present and former directors, shareholders, officers, employees, agents, representatives, successors and assigns, and their separate and respective heirs, personal representatives, successors and assigns, from any and all actions, causes of action, claims, debts, damages, demands, liabilities, obligations, and suits, of whatever kind or nature, in law or equity of BorrowerBorrower or any of the Guarantors, whether now known or unknown to BorrowerBorrower or any Guarantor, and whether contingent or matured, in respect of the Loan, the Loan Documents, or the actions or omissions of Bank Lender in respect of the Loan, the Loan Documents that arise from events occurring prior to the date of this Second Modification Agreement, including, without limitation, the negotiation of this Second Modification Agreement or any documents called for herein or related hereto.

RATIFICATION OF DOCUMENTS; CERTAIN COVENANTS. 4.1 Borrower agrees that: (a) the Loan Documents, as modified by this Agreement, are the legal, valid, and binding obligations of Borrower and are in full force and effect, (b) the Loan Documents are unchanged, except as specifically modified by this Agreement, and (c) any and all property or rights to or interests in property granted as security in any of the Loan Documents shall remain as security for the Loan and the obligations of Borrower under the Loan Documents, as modified hereby. 4.2 Borrower hereby restates, as of the date of its execution hereof, each and every representation and warranty of Borrower in the Loan Documents, as fully as if set forth at length herein. 4.3 Borrower agrees that the occurrence of a default or event of default under any document evidencing or securing any credit accommodation heretofore, herewith or hereafter established by Bank in favor of Borrower will constitute a default under the Loan Documents, as amended hereby. 4.4 Borrower Xxxxxxxx agrees to execute, deliver, and provide to Bank such additional agreements, documents, and instruments as reasonably required by Bank to effectuate the intent of this Agreement. 4.5 In consideration of Bank's agreement to modify the Loan Documents as described herein, Borrower Xxxxxxxx hereby agrees to pay, in addition to other amounts called for herein, the following amounts related to the transaction described herein (the "Transaction Costs"): all costs and expenses arising from the preparation of this Agreement and the documents called for herein, the monitoring and administration of the Loan, including, but not limited to, Bank's reasonable attorneys' fees and all other charges that may be imposed on, or incurred by Bank as a result of the transaction described herein. 4.6 Borrower agrees to indemnify and hold Bank (and Bank's present and former directors, shareholders, officers, employees, agents, representatives, successors and assigns, and their separate and respective heirs, personal representatives and successors and assigns) harmless from and against all claims, costs, expenses, actions, suits, proceedings, losses, damages and liabilities of any kind whatsoever (except those arising from the gross negligence or willful misconduct of Bank), including but not limited to attorneys' fees and expenses (including any allocated costs of Bank's in-house counsel), arising out of any matter relating, directly or indirectly, to the Loan, whether resulting from internal disputes of Borrower, or whether involving other third persons, or out of any other matter whatsoever related to this Agreement, the Loan Documents, or any property encumbered as security for the Loan. This indemnity provision will continue in full force and effect and will survive the repayment of the Loan and the performance of all of BorrowerXxxxxxxx's other obligations with respect to the Loan. 4.7 Borrower fully, finally, and absolutely and forever releases and discharges Bank and its present and former directors, shareholders, officers, employees, agents, representatives, successors and assigns, and their separate and respective heirs, personal representatives, successors and assigns, from any and all actions, causes of action, claims, debts, damages, demands, liabilities, obligations, and suits, of whatever kind or nature, in law or equity of Borrower, whether now known or unknown to Borrower, and whether contingent or matured, in respect of the Loan, the Loan Documents, or the actions or omissions of Bank in respect of the Loan, the Loan Documents that arise from events occurring prior to the date of this Agreement, including, without limitation, the negotiation of this Agreement or any documents called for herein or related hereto.

RATIFICATION OF DOCUMENTS; CERTAIN COVENANTS. 4.1 Borrower agrees that: (a) the Loan Documents, as modified by this Agreement, are the legal, valid, and binding obligations of Borrower and are in full force and effect, (b) the Loan Documents are unchanged, except as specifically modified by this Agreement, and (c) any and all property or rights to or interests in property granted as security in any of the Loan Documents shall remain as security for the Loan and the obligations of Borrower under the Loan Documents, as modified hereby. 4.2 Borrower hereby restates, as of the date of its execution hereof, each and every representation and warranty of Borrower in the Loan Documents, as fully as if set forth at length herein. 4.3 Borrower agrees that the occurrence of a default or event of default under any document evidencing or securing any credit accommodation heretofore, herewith or hereafter established by Bank in favor of Borrower will constitute a default under the Loan Documents, as amended hereby. 4.4 Borrower agrees to execute, deliver, and provide to Bank such additional agreements, documents, and instruments as reasonably required by Bank to effectuate the intent of this Agreement. 4.5 In consideration of Bank's agreement to modify the Loan Documents as described herein, Borrower hereby agrees to pay, in addition to other amounts called for herein, the following amounts related to the transaction described herein (the "Transaction Costs"): all costs and expenses arising from the preparation prepara-tion of this Agreement and the documents called for herein, the monitoring and administration of the Loan, including, but not limited to, Bank's reasonable attorneys' fees and all other charges that may be imposed on, or incurred by Bank as a result of the transaction described herein. 4.6 Borrower agrees to indemnify and hold Bank (and Bank's present and former directors, shareholders, officers, employees, agents, representatives, successors and assigns, and their separate and respective heirs, personal representatives and successors and assigns) harmless from and against all claims, costs, expenses, actions, suits, proceedings, losses, damages and liabilities of any kind whatsoever (except those arising from the gross negligence or willful misconduct of Bank), including but not limited to attorneys' fees and expenses (including any allocated costs of Bank's in-house counsel), arising out of any matter relating, directly or indirectly, to the Loan, whether resulting from internal disputes of Borrower, or whether involving other third persons, or out of any other matter whatsoever related to this Agreement, the Loan Documents, or any property encumbered as security for the Loan. This indemnity provision will continue in full force and effect and will survive the repayment of the Loan and the performance of all of Borrower's other obligations with respect to the Loan. 4.7 Borrower fully, finally, and absolutely and forever releases and discharges Bank and its present and former directors, shareholders, officers, employees, agents, representatives, successors and assigns, and their separate and respective heirs, personal representatives, successors and assigns, from any and all actions, causes of action, claims, debts, damages, demands, liabilities, obligations, and suits, of whatever kind or nature, in law or equity of Borrower, whether now known or unknown to Borrower, and whether contingent or matured, in respect of the Loan, the Loan Documents, or the actions or omissions of Bank in respect of the Loan, the Loan Documents that arise from events occurring prior to the date of this Agreement, including, without limitation, the negotiation of this Agreement or any documents called for herein or related hereto.