By Borrower Sample Clauses

By Borrower. If the Lender has become a Defaulting Lender due to a failure to fund its Loans hereunder, Borrower may at its option replace Defaulting Lender under Section 3.11(b) hereof.

By Borrower. Borrower hereby releases, waives and forever relinquishes all claims, demands, obligations, liabilities and causes of action of whatever kind or nature, whether known or unknown, which it has, may have, or might assert now or in the future against Lender and/or its participants, officers, directors, employees, agents, attorneys, accountants, consultants, successors and assigns, directly or indirectly, arising out of, based upon, or in any manner connected with (i) any transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, prior to the execution of this Agreement with respect to the Obligations, the Financing Documents and/or the administration thereof or the obligations created thereby; (ii) any discussions, commitments, negotiations, conversations or communications with respect to the refinancing, restructuring or collection of any Obligations prior to the execution of this Agreement; or (iii) any thing or matter related to any of the foregoing. The inclusion of this paragraph in this Agreement, and the execution of this Agreement by Lender, does not constitute an acknowledgment or admission by any Lender of liability for any matter, or a precedent upon which liability may be asserted.

By Borrower. The Borrower agrees and undertakes that prior to the Discharge Date, it shall not, without the prior consent in writing of the Agent and the Banks:- (1) make any loans or advances, whether directly or indirectly, to any of the Shareholders or provide any guarantee, indemnity or security for or in connection with any indebtedness or liabilities of any of the Shareholders or otherwise enter into any transactions with any of the Shareholders other than (a) any transaction on arm's length commercial terms and for valuable consideration or (b) any Excluded Transaction; (2) secure all or any part of the Subordinated Indebtedness; (3) redeem, purchase or otherwise acquire any of the Subordinated Indebtedness; (4) repay or prepay any, or pay any interest, fees or commissions (but without prejudice to accrual thereof) on, or by reference to, any of the Subordinated Indebtedness otherwise than in accordance with the terms of this Agreement; or (5) take or omit to take any action whereby the subordination of the Subordinated Indebtedness or any part thereof to the Senior Indebtedness may be terminated, impaired or adversely affected.

By Borrower s execution and delivery of this Amendment, Borrower hereby renews and remakes in favor of the Bank, as of the date hereof, all of Borrower's representations, warranties and covenants made in the Loan Documents, with the same effect as if they were made on and as of the date of this Amendment, other than any such representation or warranty which specifically relates to a specified prior date.

By Borrower. The Borrower shall pay on demand all costs and expenses (including legal expenses on a full indemnity basis) reasonably incurred by the Agent and/or any of the Banks in protecting or enforcing any rights against it under this Agreement.

By Borrower. Borrower hereby acknowledges that it is unconditionally liable to Lender for the full payment of each of the obligations set forth at Schedule A hereto and incorporated herein by reference, plus all charges that may arise under the various documents executed or delivered by Borrower evidencing or relating to such obligations including, without limitation, the Loan Agreement, as amended by the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Amendment and the Seventh Amendment (collectively, the "Financing Documents"), plus all attorneys' fees and costs of collection incurred in connection with such obligations by Lender (hereinafter all such obligations are referred to as the "Obligations"), and that, as of the date hereof, Borrower has no defenses, counterclaims or set-offs with respect to the full and immediate payment of any or all Obligations.

By Borrower. Borrower hereby represents and warrants for the benefit of Seller and Purchaser that: (a) The Loan Documents are genuine, Borrower had full authority and capacity to contract under the Loan Documents, and Borrower is currently obligated under the Loan Documents. (b) There is no contract, agreement, instrument, document or written or oral understanding which amends or modifies or rearranges any of the Loan Documents or which diminishes or impairs the obligation of Borrower or any obligor to pay the indebtedness evidenced by the Note or to perform fully the obligations of such Borrower or obligor in strict accordance with the Loan Documents, or which voids the liens created by the Mortgage, and the Assignment, or which would permit Borrower or any obligor to void or avoid its obligations in whole or in part. (c) Except as otherwise disclosed to the other parties in writing, Borrower has not received any notices of any condemnation actions, special assessments or increases in the assessed valuation of the Property for taxes or other impositions of any nature which are pending or being contemplated with respect to the Property or any portion hereof. (d) Borrower has not received any notice of any violation of any ordinance, regulation, law or statute of any governmental agency pertaining to the Property or any portion thereof. (e) To the best of Borrower's knowledge (i) all existing utilities on the Property enter the Property through adjoining public streets or private lands in accordance with valid public or private easements that will inure to the benefit of Purchaser, upon a foreclosure of the Property by Purchaser and Purchaser's successors and assigns, and (ii) all of said utilities have been fully installed and are operating, with all installation and connection charges paid in full. (f) Borrower has not received any notice that any fee or leasehold owner of the Property (the "Owner") failed to file or has improperly filed any tax return or report required to be filed by the Owner, or that the Owner has not paid all taxes, charges or assessments now owing by the Owner (except current taxes and assessments now owing by the Owner) (except current taxes and assessments not yet delinquent) which would in any way now or hereafter constitute a lien against the Property or any part thereof; and no action or proceeding is pending by a governmental agency or authority for the assessment or collection of such taxes, charges, or assessments against the Owner. (g) ...

By Borrower. The Borrower shall pay on demand all costs and expenses (including legal expenses on a full indemnity basis) reasonably incurred by the Security Trustee and/or any of the Secured Parties in protecting or enforcing any rights against it under this Agreement.

By Borrower. Borrower hereby acknowledges that it is unconditionally liable to Lender for the full payment of each of the obligations set forth at Schedule A hereto and incorporated herein by reference, plus all charges that may arise under the various documents executed or delivered by Borrower evidencing or relating to such obligations including, without limitation, the Loan Agreement, as amended by the First Amendment, the Second Amendment, and the Third Amendment (collectively, the "Financing Documents"), plus all attorneys' fees and costs of collection incurred in connection with such obligations by Lender (hereinafter all such obligations are referred to as the "Obligations"), and that, as of the date hereof, Borrower has no defenses, counterclaims or set-offs with respect to the full and immediate payment of any or all Obligations.

By Borrower. On each date on which a payment is to be made by the Borrower, it shall make that payment to the Agent in the currency specified in Clause 16.3 (Currency of Payments) in such funds and by such time on the due date as may then be generally accepted for the settlement in the Place of Payment of international payments in that currency. All such payments shall be made to such account with such bank in the Place of Payment as the Agent may specify.