Lender's Acknowledgment. Each Lender other than JPMorgan hereby acknowledges that JPMorgan has made no representations or warranties with respect to the Loan other than as expressly set forth in this Agreement and that JPMorgan shall have no responsibility (in its capacity as a Lender, the Agent, the Custodian or in any other capacity or role) for:
Lender's Acknowledgment. Each Lender other than Chase hereby acknowledges that Chase has made no representations or warranties with respect to the Loan other than as expressly set forth in this Agreement and that Chase shall have no responsibility (in its capacity as a Lender, the Agent, the Custodian or in any other capacity or role) for:
Lender's Acknowledgment. 6.1 Lender acknowledges to Borrower that, as of the date hereof, both before and after giving effect to this Amendment, to the best of Lender's knowledge, Borrower is not in default with respect to its obligations under the Credit Agreement and the Collateral Security Instruments.
Lender's Acknowledgment. Notwithstanding anything to the contrary in this Loan Agreement, Lender acknowledges that Borrower does not satisfy the following criteria to · be a Single Purpose Entity: the delivery of Delaware single member limited liability company opinions with respect to the SPE Equity Owner. Lender reserves the right to require,. any transferee of the Property approved by Lender at its sole discretion under Section 10.2 below to comply with and satisfy all of the Single Purpose Entity criteria set forth in Article 7 hereof (and in any other provisions of this Loan Agreement).
Lender's Acknowledgment. Each Lender other than Texas Commerce hereby acknowledges that Texas Commerce has made no representations or warranties with respect to the Revolving Loans other than as expressly set forth in this Agreement and that Texas Commerce shall have no responsibility (in its capacity as a Seasoned Warehouse Lender, the Seasoned Warehouse Agent, the Custodian or in any other capacity or role) for:
Lender's Acknowledgment. Notwithstanding any language to the contrary in this Agreement or in any other Loan Document, the Administrative Agent and the Lenders signatory hereto hereby acknowledge and agree that to the extent required under applicable rule or law (a) the rights of the Administrative Agent in the pledge by Dental Service of the capital stock of Dedicated Dental and by Holdings of the capital stock of Dental Service, in each case in favor of the Administrative Agent, shall be subordinate at all times to the Regulatory Tangible Net Equity Requirement of the Xxxx-Xxxxx Act (as such terms are hereinafter defined) and to the requirements of Rule 1300.76 promulgated under the Xxxx-Xxxxx Act and (b) any transfer or assignment (whether for value or otherwise) of any ownership interest in the capital stock of 109 Dedicated Dental or Dental Service on foreclosure or otherwise will require the filing of a notice of a material modification and prior approval by the California DMO Regulator (as such term is hereinafter defined) under the Xxxx-Xxxxx Act. In addition, (i) the pledge by Dental Service of the capital stock of Dedicated Dental and by Holdings of the capital stock of Dental Service, in each case in favor of the Administrative Agent, shall not become effective until Dental Service and Dedicated Dental (as the case may be) shall have obtained all Governmental Approvals necessary or required under the California DMO Regulations in connection with the execution, delivery or performance by, or enforcement against, Dental Service of this Agreement, including, without limitation, the Governmental Approvals relating to the filing of a material modification application for the approval with the California DMO Regulator, and that all such Governmental Approvals remain in full force and effect and (ii) the pledge by Dental Service of the capital stock of Dedicated Dental and by Holdings of the capital stock of Dental Service, in each case in favor of the Administrative Agent, of the stock certificates evidencing all of the issued and outstanding capital stock of Dental Service and Dedicated Dental, respectively, pursuant to the Pledge Agreement, are subject to applicable California DMO Regulations, including, without limitation, the "Upstream Undertakings" made by Dedicated Dental to the California DMO Regulator in connection with the application for material modification under the Xxxx-Xxxxx Laws. For the purposes of this Article XIII, the following terms shall have the meaning...
Lender's Acknowledgment. Contemporaneously with the execution and delivery of this Agreement, Sellers shall deliver to Buyer a duly executed acknowledgment from the senior secured lenders to Sellers under the Credit Agreement, pursuant to which such lenders agree (i) to carve-out, for the benefit of Buyer, sufficient funds (in an amount up to the Carve-Out Amount) from the collateral that secures Sellers’ obligations to such lenders to permit Sellers to pay to Buyer the Break-Up Fee and Expense Reimbursement and consent in the context of an Alternative Transaction to the payment of the Break-Up Fee, as and when such payments are due in accordance with Section 8.3; (ii) subject to the Auction and the possibility of an Alternative Transaction, to the sale of the Acquired Assets to Buyer and its one or more designated Affiliates free and clear of any Encumbrances securing obligations to such lenders, (iii) not to raise any objection to the Sale Motion or the Sale Procedures Order, provided, in the case of this clause (iii), that the Sale Motion and the Sales Procedure Order are in the forms attached hereto as Exhibit F and Exhibit G, respectively, and (iv) to confirm their consent to allowing payment of the expense reimbursement, if any, payable under the Exclusivity and Expense Letter until the Bankruptcy Court approves and enters the Sale Procedures Order in all material respects in the form attached as Exhibit G.
Lender's Acknowledgment. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder.
Lender's Acknowledgment. (a) Each Lender, by delivering its signature page to this Agreement, Assignment and Acceptance or an Affiliate Assignment Agreement shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by any Agent, Required Lenders, Required Revolving Lenders or Lenders, as applicable on the Closing Date or as of the date of funding of such Additional Term Loans and Additional Revolving Loans.
Lender's Acknowledgment. This Modification is being entered into simultaneously with the defeasance of a portion of the Loan. Prime Retail Defeasance I, L.L.C., a Delaware limited liability company (the "Defeasance Borrower"), has assumed a Defeasance Promissory Note evidencing the partial defeasance of the Loan. The Property Owner is executing, at the request of Lender, the Maintenance Agreement and Guaranty of Non-Recourse Carve-out Matters (the "Maintenance Agreement and Guaranty") pursuant to which the Property Owner (i) agrees to cause the Defeasance Borrower to, or shall on behalf of the Defeasance Borrower, among other things, comply with certain legal formalities and maintain its existence in good standing and (ii) guarantees to the Payee performance by the Defeasance Borrower of certain liabilities and obligations of the Defeasance Borrower. Lender consents to Borrower's execution of the Maintenance Agreement and Guaranty and agrees that such execution shall not constitute a breach of the representations, warranties and covenants made by Borrower in connection with the Loan, and specifically, but not limited to, the representations, warranties and covenants set forth in Section 2.02(h) of the Mortgage.
