Reaffirmation of Existing Debt. The Credit Parties acknowledge and confirm: (a) that the Agent, on behalf of the Lenders, has a valid and enforceable first priority perfected security interest in the Collateral subject only to certain Permitted Liens, (b) that the Borrower's obligation to repay the outstanding principal amount of the Loans and reimburse the Issuing Lender for any drawing on a Letter of Credit is unconditional and not subject to any offsets, defenses or counterclaims, (c) that the Agent and the Lenders have performed fully all of their respective obligations under the Credit Agreement, the Forbearance Agreement and the other Credit Documents, and (d) by entering into this Amendment, the Lenders do not waive or release any term or condition of the Credit Agreement, the Forbearance Agreement or any of the other Credit Documents or any of their rights or remedies under such Credit Documents or applicable law or any of the obligations of any Credit Party thereunder.
Reaffirmation of Existing Debt. The Credit Parties acknowledge and confirm that (a) the Borrower's obligation to repay the outstanding principal amount of the Loans and reimburse the Issuing Lender for any drawing on a Letter of Credit is unconditional and not subject to any offsets, defenses or counterclaims, (b) the Administrative Agent, on behalf of the Lenders, has a valid and enforceable first priority perfected security interest in the Collateral, (c) the Administrative Agent and the Lenders have performed fully all of their respective obligations under the Credit Agreement and the other Credit Documents, and (d) by entering into this Agreement, the Administrative Agent and the Lenders do not waive or release any term or condition of the Credit Agreement or any of the other Credit Documents or any of their rights or remedies under such Credit Documents or applicable law or any of the obligations of any Credit Party thereunder.
Reaffirmation of Existing Debt. The Credit Parties acknowledge and confirm that (a) the Borrower's obligations to repay the outstanding principal amount of the Loans is unconditional and not subject to any offsets, defenses or counterclaims, (b) the Collateral Agent, on behalf of the Banks, has a valid and enforceable first priority perfected security interest in the Collateral, (c) the Administrative Agent, the Collateral Agent and the Banks have performed fully all of their respective obligations under the Amended Credit Agreement and the other Credit Documents, (d) by entering into this Amendment, the Administrative Agent, the Collateral Agent and the Banks do now waive or release any term or condition of the Amended Credit Agreement or any of the other Credit Documents or any of their rights or remedies under such Credit Documents or applicable law or any of the obligations of any Credit Party thereunder and (e) that no Credit Party has any claims, counterclaims, offsets, or defenses to the Credit Documents and the performance of its obligations thereunder or if any Credit Party has any such claims, counterclaims, offsets or defenses to the Credit Documents or any transaction related to the Credit Documents, the same are hereby waived, relinquished and released in consideration of the Banks' execution and delivery of this amendment.
Reaffirmation of Existing Debt. The Borrower acknowledges and confirms as of the date hereof (a) that the Borrower’s obligation to repay the outstanding principal amount of the Loans and reimburse the L/C Issuer for any drawing on a Letter of Credit is unconditional and not subject to any offsets, defenses or counterclaims, (b) that the Administrative Agent and the Lenders have performed fully all of their respective obligations under the Credit Agreement and the other Loan Documents, and (c) by entering into this Agreement, the Lenders do not waive or release (except as specifically provided in this Agreement) any term or condition of the Credit Agreement or any of the other Loan Documents or any of their rights or remedies under such Loan Documents or applicable law or any of the obligations of the Borrower thereunder.
Reaffirmation of Existing Debt. The Borrower acknowledges and confirms as of the date hereof (a) that the Borrower’s obligation to repay the outstanding principal amount of the Loans is unconditional and not subject to any offsets, defenses or counterclaims, (b) that the Lender has performed fully all of its respective obligations under the Promissory Note and the other Loan Documents, and (c) by entering into this Amendment, the Lender does not waive or release any term or condition of the Promissory Note or any of the other Loan Documents or any of their rights or remedies under such Loan Documents or applicable law or any of the obligations of the Borrower thereunder.
Reaffirmation of Existing Debt. The Loan Parties acknowledge and confirm as of the date hereof (a) that the Borrower's obligation to repay the outstanding principal amount of the Loans and reimburse the L/C Issuer for any drawing on a Letter of Credit is unconditional and not subject to any offsets, defenses or counterclaims, (b) that the Administrative Agent and the Lenders have performed fully all of their respective obligations under the Credit Agreement and the other Loan Documents, and (c) by entering into this Agreement, the Lenders do not waive or release (except as specifically provided in this Agreement) any term or condition of the Credit Agreement or any of the other Loan Documents or any of their rights or remedies under such Loan Documents or applicable law or any of the obligations of any Loan Party thereunder.
Reaffirmation of Existing Debt. The Credit Parties acknowledge and confirm that (a) the Borrowers' obligations to repay the outstanding principal amount of the Loans is unconditional and not subject to any offsets, defenses or counterclaims, (b) the Administrative Agent, on behalf of the Lenders, has a valid and enforceable first priority perfected security interest in the Collateral, (c) the Administrative Agent and the Lenders have performed fully all of their respective obligations under the Credit Agreement and the other Credit Documents, and (d) by entering into this Agreement, the Administrative Agent and the Lenders do not waive or release (except for the Suspension (as defined below) and the Waiver (as defined below) contained herein) any term or condition of the Credit Agreement or any of the other Credit Documents or any of their rights or remedies under such Credit Documents or applicable law or any of the obligations of any Credit Party thereunder.
Reaffirmation of Existing Debt. The Credit Parties acknowledge and confirm that (a) the Borrower's obligation to repay the outstanding principal amount of the Loans and to reimburse the Issuing Lender for any drawing on a Letter of Credit is unconditional and not subject to any offsets, defenses or counterclaims, (b) the Administrative Agent and the Lenders have performed fully all of their respective obligations under the Credit Agreement and the other Credit Documents, and (c) by entering into this Amendment, the Lenders do not waive or release (except as specifically provided herein) any term or condition of 2 the Credit Agreement or any of the other Credit Documents or any of their rights or remedies under such Credit Documents or applicable law or any of the obligations of any Credit Party thereunder.
Reaffirmation of Existing Debt. The Borrower acknowledges and confirms (a) that, without giving effect to the pay down on the Loans required by Part IV hereof or the conversion of Revolving Loans to Term Loans pursuant to the terms of this Amendment, the outstanding unpaid principal balance of the Loans and LOC Obligations as of August 12, 2002 is $26,300,000, (b) that the Agent has a valid and enforceable first priority perfected security interest in the Collateral for the benefit of the Lenders, subject only to Permitted Liens, (c) that the Borrower's obligation to repay the outstanding principal amount of the Credit Party Obligations is unconditional and not subject to any offsets, defenses or counterclaims and (d) that the Lenders and the Agent have performed fully all of their respective obligations under the Amended Credit Agreement and the other Credit Documents as of the Fourth Amendment Effective Date.
Reaffirmation of Existing Debt. The Borrower acknowledges and confirms (a) that the outstanding unpaid principal balance of the Revolving Loans, as of the date hereof, is $10,442,000; (b) the Borrower is indebted to the Lender in respect of the LOC Obligations in the aggregate outstanding amount of $7,982,718.30, as of the date hereof; (c) the Borrower is indebted to the Lender in respect of the Term Loans in the aggregate unpaid principal balance of $1,765,462.00, as of the date hereof; (d) the Borrower's obligations arising under or in connection with the TROL Transaction Documents are valid, binding and enforceable against the Borrower; (e) that the Borrower's obligation to repay the Revolving Loan Obligations, the Term Loan Obligations, the LOC Obligations and the TROL Obligations are unconditional and not subject to any offsets, defenses or counterclaims; (f) that the Lender (in each of its varying capacities under the Existing Credit Documents) has performed fully all of its obligations under the Existing Credit Documents; and (g) by entering into this Agreement, the Lender does not waive or release any term or condition of the Existing Credit Documents, the Amended Credit Documents, or any of the other document or instrument, or any of its rights or remedies under such Existing Credit Documents, Amended Credit Documents, or applicable law or any of the Borrower's obligations thereunder.
