Borrower Acknowledgments Clause Samples

Borrower Acknowledgments. The Borrower hereby acknowledges that (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents, (b) neither the Agent nor any Bank has any fiduciary relationship to the Borrower, the relationship being solely that of debtor and creditor, (c) no joint venture exists between the Borrower and the Agent or any Bank, and (d) neither the Agent nor any Bank undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the business or operations of the Borrower and the Borrower shall rely entirely upon its own judgment with respect to its business, and any review, inspection or supervision of, or information supplied to, the Borrower by the Agent or any Bank is for the protection of the Banks and neither the Borrower nor any third party is entitled to rely thereon.

Borrower Acknowledgments. Borrower hereby acknowledges and agrees that:

Borrower Acknowledgments. Borrower hereby represents and warrants that the obligations evidenced by the Debenture, including, without limitation, all obligations for the Assigned Debt, are valid and enforceable obligations of the Borrower subject to no defenses, setoffs, counterclaims, cross-actions or equities in favor of the Borrower, and to the extent the Borrower has any defenses, setoffs, counterclaims, cross-actions or equities against Assignor and/or against the enforceability of any such obligations, the Borrower acknowledges and agrees that same are hereby fully and unconditionally waived by the Borrower. The Borrower further acknowledges its obligations under Section 2(c) above, and agrees to timely and promptly deliver replacement debentures to Lender as required by this Agreement. The Borrower further acknowledges that the Assigned Debt is only being assigned hereunder in Purchase Tranches as contemplated above. In that regard, the Borrower further acknowledges that the Remaining Debt is and remains valid and enforceable obligations of the Borrower. Borrower agrees and acknowledges that it is and shall remain liable to pay the Remaining Debt, as same becomes due in accordance with the terms of the Purchase Agreement and the Debenture, or any replacement debentures issued in replacement thereof as hereby contemplated, and nothing contained herein shall be deemed or construed as any waiver or to otherwise excuse performance by Borrower under their obligations to Lender.

Borrower Acknowledgments. (a) Each Borrower acknowledges that neither any insufficiency of funds in the Project Accounts (or any of them), nor any inability to apply any funds in the Project Accounts (or any of them) against any or all amounts owing under any Financing Document, shall at any time limit, reduce or otherwise affect the Borrowers’ obligations under any Financing Document. (b) Each party to this Agreement acknowledges that the Accounts Bank shall not incur any obligation or liability in circumstances where there are insufficient funds deposited in or credited to any Project Account to make a payment in full that would otherwise have been made pursuant to the terms of this Agreement, except to the extent that the loss arises directly from the Accounts Bank’s gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and Non-Appealable judgment.

Borrower Acknowledgments. 62 Section 8.31. Publicity..............................................................................63 Section 8.32. Cross Collateralization................................................................63 Section 8.33. Release................................................................................63 Section 8.34. Assignment by Lender; Participations; Securitization...................................63 Section 8.35. Not a Novation.........................................................................66 Section 8.36. Joint and Several Liability of Borrower; Assumption by New Borrower....................66 Section 8.37. Interpretation of Documents............................................................67 EXHIBIT A - PERMITTED INDEBTEDNESS EXHIBIT B - SCHEDULE OF AMORTIZATION SCHEDULE I - Original Pledge Agreements SCHEDULE II - Original Collateral Assignment SCHEDULE III - Post-Closing Covenants SCHEDULE IV - New Pledge Agreements AMENDED AND RESTATED LOAN AGREEMENT THIS AMENDED AND RESTATED LOAN AGREEMENT, made as of February 8, 2001, is by and between CAPITAL TRUST, INC., a Maryland corporation, having an address at 410 Park Avenue, New York, New York 10022, Attention: Loan Administrator, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ (▇▇▇▇▇▇▇▇ with its successors and assigns, "Lender"), LFS▇▇ ▇▇ ▇▇▇ ▇▇▇▇ CORP., a Delaware corporation with an address at c/o Lazard Freres Real Estate Investors L.L.C., 30 Rockefeller Plaza, 50th Floor, New York, NY 10020 Attention: General ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇: (▇▇▇) ▇▇▇-▇▇▇▇ ("▇▇▇▇▇▇▇▇ ▇orrower"), and SENIOR QUARTERS FUNDING CORP., a Delaware corporation having the same address as the Original Borrower ("New Borrower"; New Borrower and Original Borrower are hereinafter individually and collectively referred to as "Borrower").

Borrower Acknowledgments. Borrower hereby represents and warrants that the obligations evidenced by the Replacement Debentures, including, without limitation, all obligations for the Assigned Debt and the Remaining Debt, are valid and enforceable obligations of the Borrower subject to no defenses, setoffs, counterclaims, cross-actions or equities in favor of the Borrower, and to the extent the Borrower has any defenses, setoffs, counterclaims, cross-actions or equities against Assignor and/or against the enforceability of any such obligations, the Borrower acknowledges and agrees that same are hereby fully and unconditionally waived by the Borrower. The Borrower further acknowledges its obligations under Section 2(c) above, and agrees to timely and promptly deliver replacement debentures to Lender as required by this Agreement. The Borrower further acknowledges that the Assigned Debt may only represent a portion of the obligations due or owing under the Replacement Debentures, and that the Assigned Debt is only being assigned hereunder in Purchase Tranches as contemplated above. In that regard, the Borrower further acknowledges that the Remaining Debt, and any portion of the Assigned Debt for which the Applicable Purchase Price therefor has not been received by Lender, are and remain valid and enforceable obligations of the Borrower. Borrower agrees and acknowledges that it is and shall remain liable to pay the Remaining Debt, and any portion of the Assigned Debt for which the Applicable Purchase Price therefor has not been received by Lender, as same becomes due in accordance with the terms of the Purchase Agreement and the Replacement Debentures, or any replacement debentures issued in replacement thereof as hereby contemplated, and nothing contained herein shall be deemed or construed any waiver or to otherwise excuse performance by Borrower under its obligations to Lender. In addition, Borrower acknowledges that the First Amendment contemplates the sale of the “Outstanding Claims” (as defined in the First Amendment) to Assignee; provided, however, Borrower agrees and understands that Lender may, from time to time, elect to sell such Outstanding Claims, or portions thereof, to Assignee, or any other Person from time to time as Lender shall elect, and such Assignee or other Person shall be deemed a “Purchaser” under the First Amendment and the “Exchange Agreements” (as defined in the First Amendment), shall mean such agreements related to the sale of Outstanding Claims to Assigne...

Borrower Acknowledgments. The Company and the Guarantors acknowledge and agree that:

Borrower Acknowledgments. (a) Each Borrower acknowledges that neither any insufficiency of funds in the Project Accounts (or any of them), nor any inability to apply any funds in the Project Accounts (or any of them) against any or all amounts owing under any Financing Document, shall at any time limit, reduce or otherwise affect the Borrowers' obligations under any Financing Document. (b) Each party to this Agreement acknowledges that the Accounts Bank and the Collateral Agent shall not incur any obligation or liability in circumstances where there are insufficient funds deposited in or credited to any Project Account to make a payment in full that would otherwise have been made pursuant to the terms of this Agreement, except (i) in the case of the Accounts Bank to the extent that the loss arises directly from the Accounts Bank's gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and Non-Appealable judgment, and (ii) in the case of the Collateral Agent, to the extent that the loss arises directly from the Collateral Agent's gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and Non-Appealable judgment.

Borrower Acknowledgments. Lender, Borrower and Manager hereby acknowledge and agree that (i) the scope of Lender's, Borrower's and Manager's respective business is wide and includes, but is not limited to, financing, real estate financing, investment in real estate and other real estate transactions which may be viewed as adverse to or competitive with the respective business of Lender, Borrower, Manager or their Affiliates and (ii) Lender, Borrower and Manager have been represented by competent legal counsel and has consulted with such counsel prior to executing this Loan Agreement and any of the other Loan Documents.