(a) Borrower shall have delivered to Collateral Agent this Consent, duly executed by an authorized officer of Borrower;
(b) all representations and warranties of Borrower contained herein shall be true and correct in all material respects (without duplication of any materiality qualifier in the text of such representation or warranty) as of the date hereof except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct in all material respects as of such earlier date (and such parties delivery of their respective signatures hereto shall be deemed to be its certification thereof);
(c) prior to and after giving effect to the agreements set forth herein, no Default or Event of Default shall exist under any of the Loan Documents or shall exist after giving effect to the transactions contemplated by the Asset Purchase Agreement;
(d) Collateral Agent shall have received copies of the fully executed and delivered Asset Purchase Agreement in form and substance reasonably satisfactory to Collateral Agent;
(e) Collateral Agent shall have received a duly executed Subordination Agreement from each holder of Subordinated Debt, including with respect to the Sellers under (and as defined in) the Asset Purchase Agreement;
(f) Collateral Agent shall have received all Lender Expenses incurred to date, which may be debited from any of Borrowers accounts; and
(g) Borrower shall have delivered such other documents, information, certificates, records, permits, and filings as Collateral Agent may reasonably request.
6. No Waiver or Novation. The execution, delivery and effectiveness of this Consent shall not, except as expressly provided in this Consent, operate as a waiver of any right, power or remedy of Collateral Agent, nor constitute a waiver of any provision of the Loan Agreement, the Loan Documents or any other documents, instruments and agreements executed or delivered in connection with any of the foregoing. Nothing herein is intended or shall be construed as a waiver of any existing Defaults or Events of Default under the Loan Agreement or other Loan Documents or any of Collateral Agents rights and remedies in respect of such Defaults or Events of Default. This Consent (together with any other document executed in connection herewith) is not intended to be, nor shall it be construed as, a novation of the Loan Agreement.
7. Affirmation. Borrower hereby acknowledges and agrees that the Loan Agreement and all other Loan Documents (and all covenants, terms, conditions and agreements therein) shall remain in full force and effect, and are hereby ratified and confirmed in all respects by Borrower. Borrower covenants and agrees to comply with all of the terms, covenants and conditions of the Loan Agreement and the Loan Documents, notwithstanding any prior course of conduct, waivers, releases or other actions or inactions on Agents or any Lenders part which might otherwise constitute or be construed as a waiver of or amendment to such terms, covenants and conditions.
(a) Reference to the Effect on the Loan Agreement. Upon the effectiveness of this Consent, each reference in the Loan Agreement to this Agreement, hereunder, hereof, herein, or words of similar import shall mean and be a reference to the Loan Agreement, as modified by this Consent. Except as specifically set forth above, the Loan Agreement, and all other Loan Documents (and all covenants, terms, conditions and agreements therein), shall remain in full force and effect, and are hereby ratified and confirmed in all respects by Borrower.
(b) THIS CONSENT AND THE RIGHTS, REMEDIES AND OBLIGATIONS OF THE PARTIES HERETO AND HERETO, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS CONSENT, THE RELATIONSHIP OF THE PARTIES,