ACKNOWLEDGMENTS OF THE BORROWER. The Borrower hereby acknowledges and agrees as follows:
ACKNOWLEDGMENTS OF THE BORROWER. The Borrower acknowledges and agrees that (a) the Forbearance Agreement, the Loan Agreement, the Notes and the other Loan Documents are the valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, (b) the Borrower’s obligations under the Forbearance Agreement, the Loan Agreement, the Notes and the other Loan Documents, including but not limited to the Borrower’s obligation to pay and perform the Obligations, are subject to no defense, offset or counterclaim of any kind, and (c) the Specified Events of Default have occurred and continue to exist, and the Agent and the Lenders are accordingly entitled to, among other things, exercise their rights and remedies available under the Loan Documents. The Borrower acknowledges that, by entering into the Forbearance Agreement, the Agent and the Lenders have agreed to forbear from exercising certain rights and remedies on account of the Specified Events of Default, but that nothing in this Agreement shall constitute a waiver of any such Specified Event of Default (other than the Administrative Fee Specified Event of Default on the terms and conditions set forth in the Forbearance Agreement) or of any other breach, default or Event of Default.
ACKNOWLEDGMENTS OF THE BORROWER. The Borrower acknowledges and agrees that (a) the Loan Agreement, the Notes and the other Loan Documents are the valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, (b) the Borrower’s obligations under the Loan Agreements, the Notes and the other Loan Documents, including but not limited to the Borrower’s obligation to pay and perform the Obligations, are subject to no defense, offset or counterclaim of any kind, and (c) the Specified Events of Default have occurred and continue to exist, and the Agent and the Lenders are accordingly entitled to, among other things, exercise their rights and remedies available under the Loan Documents. The Borrower acknowledges that, by entering into this Agreement, the Agent and the Lenders have agreed to forbear from exercising certain rights and remedies on account of the Specified Events of Default, but that nothing in this Agreement shall constitute a waiver of any such Specified Event of Default or of any other breach, default or Event of Default.
ACKNOWLEDGMENTS OF THE BORROWER. The Borrower hereby acknowledges and agrees: (a) that the Listco Securities (including the Pledged Securities) are fungible; (b) that none of the Lender, its directors, officers, employees, agents, representatives or any other Person purporting to represent the Lender, approached the Borrower, initiated discussions with the Borrower or in any way solicited the Borrower with regard to the Loan or any of the other transactions contemplated hereby; rather, the Borrower and/or its authorized representatives, acting on its or their own accord, solicited the Lender with regard to the Loan and the other transactions contemplated hereby; (c) and consents to the collection, retention and disclosure by the Lender or its agents of Personal Information to any applicable Governmental Authority; (d) that it has been advised to consult its own legal and tax advisors with respect to the Loan and the transactions contemplated hereby. The Borrower further acknowledges and agrees that it is responsible for obtaining such independent legal and tax advice as it considers appropriate in connection with the execution, delivery and performance of this Agreement and the transactions contemplated hereby, including for the purposes of giving the representations, warranties, covenants and acknowledgments contained herein. Further, the Borrower is aware that there may be securities and tax laws applicable to the transactions contemplated hereby, it has been given the opportunity to seek advice in respect of such laws and is not relying upon any information from the Lender, its agents, or, where applicable, their respective officers, directors, employees or representatives; (e) that certain persons (collectively, the “Agents”) are acting as agents of the Borrower and the Lender, as the case may be, in connection with the Loan, but such Persons have no
ACKNOWLEDGMENTS OF THE BORROWER. The Borrower, by executing the acknowledgment and agreement below, hereby acknowledges and agrees to be bound by this Agreement and to comply with the terms thereof insofar as such terms are applicable to it. The Borrower, by executing the acknowledgment and agreement below, further agrees to notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Section 8(b) of this Agreement.
ACKNOWLEDGMENTS OF THE BORROWER. The Borrower acknowledges and agrees that (a) the Loan Agreement, the Notes and the other Loan Documents are each the valid and binding obligations of the Borrower, enforceable in accordance with their respective terms; (b) the Borrower’s obligation to repay the Liabilities is subject to no defense, offset or counterclaim of any kind; and (c) the Specified Matured Defaults have occurred and continue to exist, and the Agent and the Lenders are, accordingly, entitled to, among other things, declare the Liabilities to be due and payable and to exercise other rights and remedies available under the Loan Agreement and the other Loan Documents. The Borrower acknowledges that, by entering into this Agreement, the Agent and the Lenders have agreed to forbear from exercising certain rights and remedies on account of the Specified Matured Defaults, but that nothing in this Agreement shall constitute a waiver of any such Specified Matured Default or of any other Default or Matured Default.
ACKNOWLEDGMENTS OF THE BORROWER. The Borrower acknowledges that its officers and directors are sophisticated in financing transactions, and that its representatives fully understand, appreciate, and agree to the meaning and implication of this Agreement.
ACKNOWLEDGMENTS OF THE BORROWER. The Borrowers, jointly and severally, represent, warrant, acknowledge and agree with Secured Party that:
ACKNOWLEDGMENTS OF THE BORROWER. The Borrower hereby acknowledges that (a) each of the provisions of this Amendment has been entered into by the Borrower and the Lenders in consideration of, among other things, all of the other provisions of this Amendment, and (b) the value of such consideration to, and the timing of the receipt of such value by, the Borrower and its Subsidiaries has been and should be determined by reference to the provisions of this Amendment (and the transactions contemplated hereby) taken as a whole.
ACKNOWLEDGMENTS OF THE BORROWER. The Borrower hereby acknowledges that:
