Common use of Lender Acknowledgment Clause in Contracts

Lender Acknowledgment. Lender represents and warrants to New Partners and Existing Partners as of the date of this Agreement, that Lender has no actual direct knowledge that any of the acknowledgments, representations and warranties made by Borrower in paragraphs 7(a) and 7(b) above are not true and correct. However, Lender is not waiving and does not hereby waive any existing defaults if any in fact exist and nothing herein is intended to be nor shall it be construed to be a waiver of any existing defaults, material or immaterial, which may in fact exist. New Partners acknowledge and agree that the a breach of the acknowledgements, representations and warranties made by Borrower shall not in any way constitute a defense or give rise to any defense or right of offset, abatement, diminution or rescission as between Lender and New Partners. As used in this paragraph, “actual knowledge” means the actual state of mind of the person or persons directly responsible for the processing of the Borrower’s request for consent to the Interest Transfer and does not include any implied, constructive or imputed knowledge.