Acknowledgments by Borrower. The Borrower acknowledges, confirms and agrees that:
Acknowledgments by Borrower. Borrower, by its execution hereof, acknowledges and agrees that notwithstanding any term to the contrary in the PPA, PacifiCorp may perform as set forth herein and that neither the execution of this Consent, the performance by PacifiCorp of any of the obligations of PacifiCorp hereunder, the exercise of any of the rights of PacifiCorp hereunder, or the acceptance by PacifiCorp of performance of the PPA by any party other than Borrower shall (1) release Borrower from any obligation of Borrower under the PPA, (2) constitute a consent by PacifiCorp to, or impute knowledge to PacifiCorp of, any specific terms or conditions of the Financing Agreement, the Security Agreement or any of the other Financing Documents, or (3) constitute a waiver by PacifiCorp of any of its rights under the PPA. Borrower and Administrative Agent acknowledge hereby for the benefit of PacifiCorp that none of the Financing Agreement, the Security Agreement, the Financing Documents or any other documents executed in connection therewith alter, amend, modify or impair (or purport to alter, amend, modify or impair) any provisions of the PPA. Borrower shall have no rights against PacifiCorp on account of this Consent.
Acknowledgments by Borrower. As of the date hereof and as of the Effective Date, the Borrower acknowledges, confirms, represents and warrants and agrees that:
Acknowledgments by Borrower. Borrower, by its execution hereof, acknowledges and agrees that neither the execution of this Consent, the performance by the City of any of the obligations of the City hereunder, the exercise of any of the rights of the City hereunder, or the acceptance by the City of performance of the Power Purchase Agreement by any party other than Borrower shall (1) release Borrower from any obligation of Borrower under the Power Purchase Agreement or Interconnection Agreement, (2) constitute a consent by the City to, or impute knowledge to the City of, any specific terms or conditions of the Financing Agreement, the Security Agreement or any of the other Financing Documents, or (3) except as expressly set forth in this Consent, constitute a waiver by the City of any of its rights under the Power Purchase Agreement or Interconnection Agreement. Borrower and Administrative Agent acknowledge hereby for the benefit of City that none of the Financing Agreement, the Security Agreement, the Financing Documents or any other documents executed in connection therewith alter, amend, modify or impair (or purport to alter, amend, modify or impair) any provisions of the Power Purchase Agreement. CITY OF PALO ALTO ADMINISTRATIVE AGENT APPROVED AS TO FORM BORROWER Senior Deputy City Attorney APPROVED City Manager
Acknowledgments by Borrower. (a) Borrower hereby acknowledges and agrees that (i) as of the close of business on December 22, 2004, (A) the outstanding and unpaid principal balance of the Revolving Credit Loans totaled $19,133,117.49, and (B) the Letter of Credit Obligations totaled $2,985,328.02, in each case exclusive of accrued interest, costs and attorney’s fees chargeable to Borrower under the Loan Documents; (ii) the Existing Defaults are continuing and have not been cured by Borrower or waived, released, extinguished or compromised by Agent or Lenders; and (iii) as a result of the Existing Defaults, all of the Secured Obligations, at the election of the Agent or the direction of the Required Lenders, could be declared absolutely and immediately due and owing by Borrower, and Agent, on behalf of the Lenders, would have the full legal right to exercise any and all rights and remedies under the Loan Documents or otherwise available at law or in equity with respect thereto.
Acknowledgments by Borrower. Borrower hereby acknowledges the following:
Acknowledgments by Borrower. To induce the Banks and the Agent to execute this Agreement, the Borrower, on behalf of itself and each of its Subsidiaries, pursuant to the Credit Agreement (the Subsidiaries and Borrower are collectively the "Credit Parties"), hereby respectively acknowledge, stipulate and agree as follows:
Acknowledgments by Borrower. To induce the Lenders and the Agent to execute this Agreement, the Borrower and each of the Subsidiary Guarantors (collectively, the "Credit Parties"), hereby respectively acknowledge, stipulate and agree as follows:
Acknowledgments by Borrower. To induce the Lenders and the Administrative Agent to execute this Agreement, the Borrower hereby acknowledges, stipulates and agrees as follows:
Acknowledgments by Borrower. Borrower acknowledges and agrees that, as of October 22, 2009 and thereafter: (a) the Existing Defaults constitute Events of Default under the Loan Documents; (b) timely, adequate and proper notice of such Events of Defaults were received by Borrower from the Bank; (c) all grace periods, if any, applicable to cure such Existing Defaults have expired or are hereby waived by Borrower; (d) the Bank is entitled to immediate payment of the Notes and all other sums due under the Loan Documents; (e) the Bank has not waived the Existing Defaults; (f) the Loan Documents are free from any offset, defense, recoupment, or counterclaim, in law or in equity, of any kind or nature; (g) the Indebtedness is fully secured by valid, perfected and enforceable first priority security interests in the Pledged Collateral and the Accounts (as defined in the Deposit Control Agreement); (h) the Bank has fully performed all of its respective obligations and duties under all previously existing agreements between Borrower and the Bank; (i) all actions taken by the Bank prior to the date of this Agreement have been reasonable and appropriate under the circumstances and have been within the Bank’s rights; (j) the Bank’s commitment to enter into this Agreement represents new value given by the Bank for the benefit of Borrower, the value of which is substantially greater than the value to the Bank of all agreements, covenants, representations, warranties and acknowledgements contained herein for the benefit of the Bank; and (k) it is the express intention of Borrower that the agreements, covenants, representations, warranties and acknowledgements contained in this Agreement constitute a contemporaneous exchange for new value given to Borrower by the Bank.
