Incorporation of Preliminary Statements. The Recitals set forth above by this reference hereto are hereby incorporated into this Agreement.
Incorporation of Preliminary Statements. The Preliminary Statements to this Agreement are herein incorporated into this section of the Agreement. The terms of this Agreement shall remain in full force and effect regardless of whether the Executive’s position, title, role or responsibilities identified in the Preliminary Statements changes by reason of promotion, reassignment, demotion, or otherwise.
Incorporation of Preliminary Statements. The preliminary statements set forth above are hereby incorporated into this Agreement as accurate and complete statements of fact. Without limiting the foregoing, each Borrower hereby acknowledges and agrees that (a) the Existing Events of Default have occurred and are continuing under the terms of the Credit Agreement, and none of the Borrowers has any disputes, defenses or counterclaims of any kind with respect thereto; (b) the Senior Secured Parties are under no obligation to make Loans or other financial accommodations to the Borrowers under the Credit Agreement; (c) the Agent, on behalf of the Senior Secured Parties has, and shall continue to have, valid, enforceable and perfected security interests in and liens upon the Collateral heretofore granted by Borrowers to the Collateral Agent and Senior Secured Parties pursuant to the Financing Agreements or otherwise granted to or held by the Collateral Agent or the Senior Secured Parties; (d) absent the effectiveness of this Agreement, the Agent and Senior Secured Parties have the right to immediately enforce their security interest in, and liens on, the Collateral; and (e) the outstanding Loans and all other Obligations are payable pursuant to the Credit Agreement, without defense, dispute, offset, withholding, recoupment, counterclaim or deduction of any kind.
Incorporation of Preliminary Statements. The Recitals set forth above by this reference hereto are hereby incorporated into this Extension.
Incorporation of Preliminary Statements. The preliminary statements set forth above are hereby incorporated into this Agreement as accurate and complete statements of fact. Without limiting the foregoing, each PE Party hereby acknowledges and agrees that (a) the Note and Xxxxx Mechanical Note are valid, outstanding and enforceable in accordance with their terms; (b) Lender has, and shall continue to have, valid, enforceable and perfected security interests in and liens upon the property of any PE Party in which Lender has been granted a security interest under any of the Loan Documents; (c) the Guarantees are valid and enforceable in accordance with their terms; (d) absent the effectiveness of this Agreement, Lender has, upon the occurrence of any event of default under any of the Loan Documents, the right to enforce its security interest in, and liens on, the property of any PE Party in which Lender has been granted a security interest under any of the Loan Documents, enforce the obligations of PAP and PECA under the Guarantees, and enforce its other rights and pursue its other remedies under the Loan Documents; (e) absent the effectiveness of the First Forbearance Agreement and this Agreement, the Note was payable in full on the Maturity Date and the Xxxxx Mechanical Note is payable in full on the Xxxxx Mechanical Maturity Date, and all obligations under the Note, the Xxxxx Mechanical Note and the Loan Documents are payable in accordance with the terms thereof, without defense, dispute, offset, withholding, recoupment, counterclaim or deduction of any kind; and (f) after giving effect to this Agreement, the Note and the Xxxxx Mechanical Note will be payable in full on the earlier to occur of April 30, 2009 and the termination of the Forbearance Period, and all obligations under the Note, the Xxxxx Mechanical Note and any other Loan Documents shall be payable on such date without defense, dispute, offset, withholding, recoupment, counterclaim or deduction of any kind.
Incorporation of Preliminary Statements. The foregoing preliminary statements are true and correct and are hereby incorporated by reference for all purposes as if fully set forth herein. Terms not defined in this Agreement shall have the meanings ascribed to them in the Credit Agreement.
Incorporation of Preliminary Statements. The Recitals are incorporated herein by this reference, are made a part of this Agreement, and shall have the full force and effect of any other provision of this Agreement.
Incorporation of Preliminary Statements. The preliminary statements set forth above by this reference hereto are hereby incorporated into this Agreement.
Incorporation of Preliminary Statements. The recitals set forth above by this reference hereto are hereby incorporated into this Amendment.
Incorporation of Preliminary Statements. The preliminary statements set forth above are hereby incorporated into this Agreement as accurate and complete statements of fact. Without limiting the foregoing, each Borrower and Guarantor hereby acknowledges and agrees that (a) the Specific Forbearance and Loan Events of Default have occurred and are continuing under the terms of the Loan Agreement and the Original Forbearance; (b) the Specific Lease Events of Default have occurred and are continuing under the terms of the Leases; (c) each of the Borrower and the Guarantor does not have any disputes, defenses or counterclaims of any kind with respect thereto; (d) absent the effectiveness of this Forbearance Agreement, the Lender has the right to immediately enforce payment of all Obligations and, in connection therewith, to immediately enforce its security interests in, and liens on, the Collateral, (e) the Forbearance Balance correctly sets forth the amount (exclusive of expenses) owed to the Lender under the Loan Agreement and the Leases as of June 1, 2006 (including rent not yet due and payable), and (f) the Forbearance Balance and all other Obligations are payable pursuant to the Loan Agreement and the Leases, without defense, dispute, offset, withholding, recoupment, counterclaim or deduction of any kind.
