Common use of Borrowers’ Agent Clause in Contracts

Borrowers’ Agent. Each of the Borrowers and Obligors other than Tultex hereby appoints Tultex as, and Tultex shall act under this Agreement as, the agent, attorney-in-fact and legal representative of such other Borrowers and Obligors for all purposes, including requesting Borrowings and receiving account statements and other notices and communications to the Borrowers and the Obligors (or any of them) from the Agent, the Issuing Bank or any Lender. The Agent, the Issuing Bank and the Lenders may rely, and shall be fully protected in relying, on any Notice of Borrowing, Notice of Conversion or Continuation, request for a Letter of Credit, disbursement instruction, report, information or any other notice or communication made or given by Tultex, whether in its own name, on behalf of any other Borrower or Obligor or on behalf of "the Borrowers" or "the Obligors," and neither the Agent, the Issuing Bank nor any Lender shall have any obligation to make any inquiry or request any confirmation from or on behalf of any other Borrowers or Obligors as to the binding effect on it of any such Notice, request, instruction, report, information, other notice or communications, nor shall the joint and several character of the Borrowers' and other Obligors' liability for the Secured Obligations be affected, PROVIDED that the provisions of this SECTION 4.17 shall not be construed so as to preclude any Borrower from directly requesting Borrowings or taking other actions permitted to be taken by "a Borrower" hereunder. The Agent and each Lender intend to maintain a single Loan Account in the name of "Tultex Corporation" hereunder and each Borrower expressly agrees to such arrangement and confirms that such arrangement shall have no effect on the joint and several character of its liability for the Secured Obligations.

Borrowers’ Agent. O-I General is hereby appointed Borrowers’ agent and in the case of O-I NZ, as its attorney, hereunder by each Borrower (in such capacity “Borrowers’ Agent”). Each of the Borrowers Borrower hereby authorizes, directs and Obligors other than Tultex hereby appoints Tultex as, empowers O-I General to act for and Tultex shall act under this Agreement as, the agent, attorney-in-fact and legal representative of such other Borrowers and Obligors for all purposes, including requesting Borrowings and receiving account statements and other notices and communications to the Borrowers and the Obligors (or any of them) from the Agent, the Issuing Bank or any Lender. The Agent, the Issuing Bank and the Lenders may rely, and shall be fully protected in relying, on any Notice of Borrowing, Notice of Conversion or Continuation, request for a Letter of Credit, disbursement instruction, report, information or any other notice or communication made or given by Tultex, whether in its own name, on behalf of any other Borrower or Obligor or on behalf of "the Borrowers" or "the Obligors," and neither the Agent, the Issuing Bank nor any Lender shall have any obligation to make any inquiry or request any confirmation from or on behalf of any other Borrowers or Obligors as to the binding effect on it of any such Notice, request, instruction, report, information, other notice or communications, nor shall the joint and several character of the Borrowers' and other Obligors' liability for the Secured Obligations be affected, PROVIDED that the provisions of this SECTION 4.17 shall not be construed so as to preclude any Borrower from directly requesting Borrowings or taking other actions permitted to be taken by "a Borrower" hereunder. The Agent and each Lender intend to maintain a single Loan Account in the name of "Tultex Corporation" such Borrower and as its agent hereunder and under the other instruments and agreements referred to herein (including, without limitation, with respect to any service of process to be effected with respect to such Borrower). O-I General hereby accepts each such appointment. Each Borrower hereby irrevocably authorizes O-I General to take such action on such Borrower’s behalf and to exercise such powers hereunder, under the other Loan Documents, and under the other agreements and instruments referred to herein or therein as may be contemplated being taken or exercised by such Borrower by the terms hereof and thereof, together with such powers as may be incidental thereto, including, without limitation, to borrow hereunder and deliver Notices of Borrowing, Notices of Conversion or Continuation and Compliance Certificates hereunder, to convert, continue, repay or prepay Loans made hereunder, to reduce the Commitments, to pay interest, fees, costs and expenses incurred in connection with the Loans, this Agreement, the other Loan Documents, and the other agreements and instruments referred to herein or therein, to receive from or deliver to any Agent any notices, statements, reports, certificates or other documents or instruments contemplated herein, in the other Loan Documents or in any other agreement or instrument referred to herein and to receive from or transmit to any Agent any Loan proceeds or payments and to enter into any amendments or waivers of this Agreement (except to the extent that the execution of any such amendment or waiver by any Borrower is reasonably requested by Administrative Agent, acting on the advice of local counsel, where applicable). Each Agent, each Lender and each Issuing Lender shall be entitled to rely on the appointment and authorization of O-I General with respect to all matters related to this Agreement, the other Loan Documents and any other agreements or instruments referred to herein or therein whether or not any particular provision hereof or thereof specifies that such matters may or shall be undertaken by Borrowers’ Agent. In reliance hereon, each Agent, each Lender and each Issuing Lender may deal with O-I General alone with the same effect as if such Agent, such Lender or such Issuing Lender had dealt with each Borrower expressly agrees to such arrangement separately and confirms that such arrangement shall have no effect on the joint and several character of its liability for the Secured Obligationsindividually.

Borrowers’ Agent. O-I General is hereby appointed Borrowers’ agent hereunder by each Borrower (in such capacity “Borrowers’ Agent”). Each Borrower hereby authorizes, directs and empowers O-I General to act for and in the name of such Borrower and as its agent hereunder and under the Borrowers other instruments and Obligors agreements referred to herein (including, without limitation, with respect to any service of process to be effected with respect to such Borrower). O-I General hereby accepts each such appointment. Each Borrower hereby irrevocably authorizes O-I General to take such action on such Borrower’s behalf and to exercise such powers hereunder, under the other than Tultex hereby appoints Tultex asLoan Documents, and Tultex shall act under this Agreement asthe other agreements and instruments referred to herein or therein as may be contemplated being taken or exercised by such Borrower by the terms hereof and thereof, the agenttogether with such powers as may be incidental thereto, attorney-in-fact including, without limitation, to borrow hereunder and legal representative of such other Borrowers and Obligors for all purposes, including requesting Borrowings and receiving account statements and other notices and communications to the Borrowers and the Obligors (or any of them) from the Agent, the Issuing Bank or any Lender. The Agent, the Issuing Bank and the Lenders may rely, and shall be fully protected in relying, on any Notice deliver Notices of Borrowing, Notice Notices of Conversion or ContinuationContinuation and Compliance Certificates hereunder, request for a Letter of Creditto convert, disbursement instructioncontinue, reportrepay or prepay Loans made hereunder, information to reduce the Commitments, to pay interest, fees, costs and expenses incurred in connection with the Loans, this Agreement, the other Loan Documents, and the other agreements and instruments referred to herein or therein, to receive from or deliver to any Agent any notices, statements, reports, certificates or other documents or instruments contemplated herein, in the other Loan Documents or in any other notice agreement or communication made or given by Tultex, whether in its own name, on behalf of any other Borrower or Obligor or on behalf of "the Borrowers" or "the Obligors," instrument referred to herein and neither the Agent, the Issuing Bank nor any Lender shall have any obligation to make any inquiry or request any confirmation receive from or on behalf of transmit to any other Borrowers Agent any Loan proceeds or Obligors as to the binding effect on it of any such Notice, request, instruction, report, information, other notice or communications, nor shall the joint and several character of the Borrowers' and other Obligors' liability for the Secured Obligations be affected, PROVIDED that the provisions of this SECTION 4.17 shall not be construed so as to preclude any Borrower from directly requesting Borrowings or taking other actions permitted to be taken by "a Borrower" hereunderpayments. The Each Agent and each Lender intend shall be entitled to maintain a single rely on the appointment and authorization of O-I General with respect to all matters related to this Agreement, the other Loan Account in the name of "Tultex Corporation" hereunder Documents and any other agreements or instruments referred to herein or therein whether or not any particular provision hereof or thereof specifies that such matters may or shall be undertaken by Borrowers’ Agent. In reliance hereon, each Agent and each Lender may deal with O-I General alone with the same effect as if such Agent or such Lender had dealt with each Borrower expressly agrees to such arrangement separately and confirms that such arrangement shall have no effect on the joint and several character of its liability for the Secured Obligationsindividually.

Borrowers’ Agent. Each of the Borrowers and Obligors other than Tultex Borrower hereby irrevocably appoints Tultex asWPS, and Tultex shall WPS agrees to act under this Agreement asAgreement, as the agent, attorney-in-fact agent and legal representative of such itself and each other Borrowers and Obligors Borrower for all purposespurposes under this Agreement (in such capacity, "Borrowers' Agent"), including requesting Borrowings Revolving Loans and receiving account statements and other notices and communications to the Borrowers and the Obligors (or any of them) from the Agent, Administrative Agent and the Issuing Bank or any LenderLenders. The Agent, the Issuing Bank Administrative Agent and the Lenders may rely, and shall be fully protected in relying, on upon any Notice of Borrowing, Notice of Conversion or Continuationdisbursement instructions, request for a Letter of Creditreports, disbursement instructioninformation, report, information Borrowing Base Certificates or any other notice or communication made or given by TultexBorrowers' Agent, whether in its own name, on behalf of any other Borrower or Obligor or on behalf of "the Borrowers" or "the Obligors," and neither the Agent, Administrative Agent and the Issuing Bank nor any Lender Lenders shall have any no obligation to make any inquiry or to request any confirmation from or on behalf of any other Borrowers or Obligors Borrower as to the binding effect on it such Borrower of any such Notice, requestNotice of Borrowing, instruction, report, information, Borrowing Base Certificate or other notice or communicationscommunication, nor shall the joint and several character of the Borrowers' and other Obligors' liability for the Secured Obligations be affected, PROVIDED provided that the provisions of this SECTION 4.17 Section 1.2(l) shall not be construed so as to preclude any Borrower from directly requesting Borrowings Revolving Loans or taking other actions permitted to be taken by "a Borrower" hereunder. The Administrative Agent and each Lender intend to the Lenders may maintain a single Loan Account in the name of "Tultex CorporationWPS" hereunder hereunder, and each Borrower expressly agrees to such arrangement and confirms that such arrangement shall have no effect on upon the joint and several character of its such Borrower's liability for the Secured Obligations.

Borrowers’ Agent. Each of Simply, Inc. and Simply Mac, Inc. agree that the Borrowers term “Borrower” as used in this Agreement means each of them, both individually and Obligors other than Tultex collectively, as appropriate in the context in which such term is used. Accordingly, as appropriate, the term “Borrower” as it appears in the Loan Documents shall also be read as the term “Borrowers.” Simply, Inc. and Simply Mac, Inc. hereby appoints Tultex asappoint Simply, Inc. as the administrative borrower (the “Administrative Borrower”) and Tultex Administrative Borrower shall act under this Agreement and the other Loan Documents as, the agent, attorney-in-fact and legal representative of such other all Borrowers and Obligors for all purposes, including requesting Borrowings Loans and receiving account statements and other notices and communications to the Borrowers and the Obligors (or any of them) from the Agent, the Issuing Bank or any Lender. The Agent, the Issuing Bank and the Lenders Lender may rely, and shall be fully protected in relying, on any Notice of Borrowing, Notice of Conversion or Continuation, request for a Letter of CreditLoan, disbursement instruction, report, information or any other notice or communication made or given by TultexAdministrative Borrower, whether in its own name, on behalf of any other Borrower or Obligor as Borrowers’ agent, or on behalf of "the one or more Borrowers" or "the Obligors," , and neither the Agent, the Issuing Bank nor any Lender shall not have any obligation to make any inquiry or request any confirmation from or on behalf of any other Borrowers or Obligors Borrower as to the binding effect on it of any such Notice, request, instruction, report, information, other notice or communicationscommunication, nor shall the joint and several character of Borrowers’ obligations under the Borrowers' Loan Agreement and the other Obligors' liability for the Secured Obligations Loan Documents be affected, PROVIDED provided, that the provisions provision of this SECTION 4.17 section shall not be construed so as to preclude any Borrower from directly requesting Borrowings or taking other actions permitted to be taken by "a “Borrower" hereunder. The Agent and each Lender intend to maintain a single ” under the Loan Account in the name of "Tultex Corporation" hereunder and each Borrower expressly agrees to such arrangement and confirms that such arrangement shall have no effect on the joint and several character of its liability for the Secured ObligationsAgreement or any other Loan Document.

Borrowers’ Agent. Each of the Borrowers and Obligors other than Tultex Safety Components hereby appoints Tultex Safety Components as, and Tultex Safety Components shall act under this Agreement as, the agent, attorney-in-fact and legal representative of such other Borrowers and Obligors for all purposes, including requesting Borrowings and receiving account statements and other notices and communications to the Borrowers and the Obligors (or any of them) from the Agent, the Issuing Bank or any Lender. The Agent, the Issuing Bank and the Lenders may rely, and shall be fully protected in relying, on any Notice of Borrowing, Notice of Conversion or Continuation, request for a Letter of Credit, disbursement instruction, report, information or any other notice or communication made or given by TultexSafety Components, whether in its own name, on behalf of any other Borrower or Obligor or on behalf of "the Borrowers" or "the Obligors," and neither the Agent, the Issuing Bank nor any Lender shall have any obligation to make any inquiry or request any confirmation from or on behalf of any other Borrowers or Obligors as to the binding effect on it of any such Notice, request, instruction, report, information, other notice or communications, nor shall the joint and several character of the Borrowers' and other Obligors' liability for the Secured Obligations be affected, PROVIDED provided that the provisions of this SECTION Section 4.17 shall not be construed so as to preclude any Borrower from directly requesting Borrowings or taking other actions permitted to be taken by "a Borrower" hereunder. The Agent and each Lender intend to maintain a single Loan Account in the name of "Tultex CorporationSafety Components International, Inc." hereunder and each Borrower expressly agrees to such arrangement and confirms that such arrangement shall have no effect on the joint and several character of its liability for the Secured Obligations.

Borrowers’ Agent. Each of the Borrowers and Obligors other than Tultex Borrower hereby irrevocably appoints Tultex Technologies as, and Tultex Technologies shall act under this Agreement as, the agent, attorney-in-fact agent and legal representative of such itself and each other Borrowers and Obligors Borrower for all purposespurposes under this Agreement, including requesting Borrowings Borrowings, selecting whether any Revolver Loan or portion thereof is to bear interest as a Base Rate Loan or a LIBOR Loan, and receiving account statements and other notices and communications to the Borrowers and the Obligors (or any of them) from the Agent, the Issuing Bank or any Lender. The Agent, the Issuing Bank and the Lenders Lender may rely, and shall be fully protected in relying, on any Notice of Borrowing, Notice of Conversion or Conversion/Continuation, request for a Letter of Creditdisbursement instructions, disbursement instruction, reportreports, information or any other notice or communication made or given by TultexTechnologies, whether in its own name, on behalf of any other Borrower or Obligor or on behalf of "“the Borrowers" or "the Obligors," ” and neither the Agent, the Issuing Bank nor any Lender shall have any no obligation to make any inquiry or request any confirmation from or on behalf of any other Borrowers or Obligors Borrower as to the binding effect on it such Borrower of any such Notice, request, instruction, report, information, other notice or communicationscommunication, nor shall the joint and several character of the Borrowers' and other Obligors' ’ liability for the Secured Obligations be affected, PROVIDED provided that the provisions of this SECTION 4.17 Section 3.3 shall not be construed so as to preclude any Borrower from directly requesting Borrowings or taking other actions permitted to be taken by "“a Borrower" ” hereunder. The Agent and each Lender intend to may maintain a single Loan Account in the name of "Tultex Corporation" hereunder “Artesyn Technologies, Inc.” hereunder, and each Borrower expressly agrees to such arrangement and confirms that such arrangement shall have no effect on the joint and several character of its such Borrower’s liability for the Secured Obligations.

Borrowers’ Agent. Each of the Borrowers and Obligors other than Tultex Borrower hereby irrevocably appoints Tultex asCone Mills, and Tultex shall Cone Mills agrees to act under this Agreement asAgreement, the agent, attorney-in-fact as xxxnt and legal representative reprexxxxxtive of such itself and each other Borrowers and Obligors Borrower for all purposespurposes under this Agreement (in such capacity, "Borrowers' Agent"), including requesting Borrowings Revolving Loans and receiving account statements and other notices and communications to the Borrowers and the Obligors (or any of them) from Administrative Agent and the Agent, the Issuing Bank or any LenderLenders. The Agent, the Issuing Bank Administrative Agent and the Lenders may rely, and shall be fully protected in relying, on upon any Notice of Borrowing, Notice of Conversion or Continuationdisbursement instructions, request for a Letter of Creditreports, disbursement instructioninformation, report, information Borrowing Base Certificates or any other notice or communication made or given by Tultexthe Borrowers' Agent, whether in its own name, on behalf of any other Borrower or Obligor or on behalf of "the Borrowers" or "the Obligors," and neither Administrative Agent and the Agent, the Issuing Bank nor any Lender Lenders shall have any no obligation to make any inquiry or to request any confirmation from or on behalf of any other Borrowers or Obligors Borrower as to the binding effect on it such Borrower of any such Notice, requestNotice of Borrowing, instruction, report, information, Borrowing Base Certificate or other notice or communicationscommunication, nor shall the joint and several character of the Borrowers' and other Obligors' liability for the Secured Obligations be affected, PROVIDED provided that the provisions of this SECTION 4.17 Section 1.2(k) shall not be construed so as to preclude any Borrower from directly requesting Borrowings Revolving Loans or taking other actions permitted to be taken by "a Borrower" hereunder. The Administrative Agent and each Lender intend to the Lenders may maintain a single Loan Account in the name of "Tultex CorporationCone Mills" hereunder hereunder, and each Borrower expressly agrees to such arrangement arxxxxxment and confirms that such arrangement shall have no effect on upon the joint and several character of its such Borrower's liability for the Secured Obligations.

Borrowers’ Agent. Each of the Borrowers and Obligors other than Tultex Borrower hereby irrevocably appoints Tultex asCMI, and Tultex shall CMI agrees to act under this Agreement asAgreement, as the agent, attorney-in-fact agent and legal representative of such itself and the other Borrowers and Obligors Borrower for all purposespurposes under this Agreement (in such capacity, "Borrowers' Agent"), including requesting Borrowings Revolver Loans and receiving account statements and other notices and communications to the Borrowers and the Obligors (or any of them) from the Agent, the Issuing Bank or any Lender. The Agent, the Issuing Bank and the Lenders Lender may rely, and shall be fully protected in relying, on upon any Notice of Borrowing, Notice of Conversion or Continuationdisbursement instructions, request for a Letter of Creditreports, disbursement instructioninformation, report, information Borrowing Base Certificates or any other notice or communication made or given by TultexBorrowers' Agent, whether in its own name, on behalf of any other either Borrower or Obligor or on behalf of "the Borrowers" or "the Obligors," and neither the Agent, the Issuing Bank nor any Lender shall have any no obligation to make any inquiry or to request any confirmation from or on behalf of any other Borrowers or Obligors Borrower as to the binding effect on it such Borrower of any such Notice, requestNotice of Borrowing, instruction, report, information, Borrowing Base Certificate or other notice or communicationscommunication, nor shall the joint and several character of the Borrowers' and other Obligors' liability for the Secured Obligations be affected, PROVIDED provided that the provisions of this SECTION 4.17 3.3 shall not be construed so as to preclude any either Borrower from directly requesting Borrowings Revolver Loans or taking other actions permitted to be taken by "a Borrower" hereunder. The Agent and each Lender intend to may maintain a single Loan Account in the name of "Tultex CorporationCMI Industries" hereunder hereunder, and each Borrower expressly agrees to such arrangement and confirms that such arrangement shall have no effect on upon the joint and several character of its such Borrower's liability for the Secured Obligations.

Borrowers’ Agent. O-I General is hereby appointed Borrowers’ agent and in the case of ACI NZ, as its attorney, hereunder by each Borrower (in such capacity “Borrowers’ Agent”). Each of the Borrowers Borrower hereby authorizes, directs and Obligors other than Tultex hereby appoints Tultex as, empowers O-I General to act for and Tultex shall act under this Agreement as, the agent, attorney-in-fact and legal representative of such other Borrowers and Obligors for all purposes, including requesting Borrowings and receiving account statements and other notices and communications to the Borrowers and the Obligors (or any of them) from the Agent, the Issuing Bank or any Lender. The Agent, the Issuing Bank and the Lenders may rely, and shall be fully protected in relying, on any Notice of Borrowing, Notice of Conversion or Continuation, request for a Letter of Credit, disbursement instruction, report, information or any other notice or communication made or given by Tultex, whether in its own name, on behalf of any other Borrower or Obligor or on behalf of "the Borrowers" or "the Obligors," and neither the Agent, the Issuing Bank nor any Lender shall have any obligation to make any inquiry or request any confirmation from or on behalf of any other Borrowers or Obligors as to the binding effect on it of any such Notice, request, instruction, report, information, other notice or communications, nor shall the joint and several character of the Borrowers' and other Obligors' liability for the Secured Obligations be affected, PROVIDED that the provisions of this SECTION 4.17 shall not be construed so as to preclude any Borrower from directly requesting Borrowings or taking other actions permitted to be taken by "a Borrower" hereunder. The Agent and each Lender intend to maintain a single Loan Account in the name of "Tultex Corporation" such Borrower and as its agent hereunder and under the other instruments and agreements referred to herein (including, without limitation, with respect to any service of process to be effected with respect to such Borrower). O-I General hereby accepts each such appointment. Each Borrower hereby irrevocably authorizes O-I General to take such action on such Borrower’s behalf and to exercise such powers hereunder, under the other Loan Documents, and under the other agreements and instruments referred to herein or therein as may be contemplated being taken or exercised by such Borrower by the terms hereof and thereof, together with such powers as may be incidental thereto, including, without limitation, to borrow hereunder and deliver Notices of Borrowing, Notices of Conversion or Continuation and Compliance Certificates hereunder, to convert, continue, repay or prepay Loans made hereunder, to reduce the Commitments, to pay interest, fees, costs and expenses incurred in connection with the Loans, this Agreement, the other Loan Documents, and the other agreements and instruments referred to herein or therein, to receive from or deliver to any Agent any notices, statements, reports, certificates or other documents or instruments contemplated herein, in the other Loan Documents or in any other agreement or instrument referred to herein and to receive from or transmit to any Agent any Loan proceeds or payments and to enter into any amendments or waivers of this Agreement (except to the extent that the execution of any such amendment or waiver by any Borrower is reasonably requested by Administrative Agent, acting on the advice of local counsel, where applicable). Each Agent, each Lender and each Issuing Lender shall be entitled to rely on the appointment and authorization of O-I General with respect to all matters related to this Agreement, the other Loan Documents and any other agreements or instruments referred to herein or therein whether or not any particular provision hereof or thereof specifies that such matters may or shall be undertaken by Borrowers’ Agent. In reliance hereon, each Agent, each Lender and each Issuing Lender may deal with O-I General alone with the same effect as if such Agent, such Lender or such Issuing Lender had dealt with each Borrower expressly agrees to such arrangement separately and confirms that such arrangement shall have no effect on the joint and several character of its liability for the Secured Obligationsindividually.

Borrowers’ Agent. [name of Borrower’s Agent] BANK’S AGENT: [name of Bank’s Agent] Sworn to and subscribed before me this ____ day of January, 2015, at ____________________, Georgia. Notary Public, State and County Aforesaid My Commission No.: My Commission Expires: EXHIBIT B RESERVED EXHIBIT C [FORM OF] SUBSIDIARY GUARANTEE AGREEMENT SUBSIDIARY GUARANTEE AGREEMENT dated as of January 30, 2015, among each of the Subsidiaries listed on Schedule I hereto (each such subsidiary individually, a “Guarantor” and collectively, the “Guarantors”) of PATRIOT TRANSPORTATION HOLDING, INC., a Florida corporation (the “Borrower”), and WXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association (the “Lender”). Reference is made to the 2015 Credit Agreement of even date herewith (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), between the Borrower and the Lender. Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement. The Lender has agreed to make Loans to the Borrower, pursuant to, and upon the terms and subject to the conditions specified in, the Credit Agreement. Each of the Borrowers and Obligors other than Tultex hereby appoints Tultex asGuarantors is a direct or indirect wholly-owned Subsidiary of the Borrower, and Tultex shall act under this Agreement aspart of a common economic enterprise, and acknowledges that it will derive substantial benefit from the making of the Loans by the Lenders because advances thereunder will be used for working capital, capital expenditure and other general corporate purposes of the Guarantors and will benefit the consolidated group. The obligation of the Lender to make Loans is conditioned on, among other things, the agent, attorney-in-fact execution and legal representative delivery by the Guarantors of such other Borrowers a Subsidiary Guarantee Agreement in the form hereof. As consideration therefor and Obligors for all purposes, including requesting Borrowings and receiving account statements and other notices and communications in order to induce the Borrowers and the Obligors (or any of them) from the AgentLender to make Loans, the Issuing Bank or any LenderGuarantors are willing to execute this Subsidiary Guarantee Agreement. The AgentAccordingly, the Issuing Bank and the Lenders may rely, and shall be fully protected in relying, on any Notice of Borrowing, Notice of Conversion or Continuation, request for a Letter of Credit, disbursement instruction, report, information or any other notice or communication made or given by Tultex, whether in its own name, on behalf of any other Borrower or Obligor or on behalf of "the Borrowers" or "the Obligors," and neither the Agent, the Issuing Bank nor any Lender shall have any obligation to make any inquiry or request any confirmation from or on behalf of any other Borrowers or Obligors parties hereto agree as to the binding effect on it of any such Notice, request, instruction, report, information, other notice or communications, nor shall the joint and several character of the Borrowers' and other Obligors' liability for the Secured Obligations be affected, PROVIDED that the provisions of this SECTION 4.17 shall not be construed so as to preclude any Borrower from directly requesting Borrowings or taking other actions permitted to be taken by "a Borrower" hereunder. The Agent and each Lender intend to maintain a single Loan Account in the name of "Tultex Corporation" hereunder and each Borrower expressly agrees to such arrangement and confirms that such arrangement shall have no effect on the joint and several character of its liability for the Secured Obligations.follows:

Borrowers’ Agent. Each of Borrower hereby irrevocably appoints the Borrowers Company as the borrowing agent and Obligors other than Tultex hereby appoints Tultex as, and Tultex shall act under this Agreement as, the agent, attorney-in-fact for such Borrower (the “Administrative Borrower”) which appointment shall remain in full force and legal representative effect unless and until the Agent shall have received prior written notice signed by each Borrower that such appointment has been revoked and that another Borrower has been appointed Administrative Borrower. Each Borrower hereby irrevocably appoints and authorizes the Administrative Borrower (i) to provide the Agent and the Banks with notices with respect to Advances and Letters of Credit obtained for the benefit of any Borrower and all other notices, certificates (including Borrowing Base Certificates and Compliance Certificates) and instructions under this Agreement, (ii) to accept on behalf of all Borrowers any and all notices delivered by the Agent or the Banks hereunder, and (iii) to take such action as the Administrative Borrower deems appropriate on its behalf to obtain Advances and Letters of Credit and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement. It is understood that the handling of the Borrowers’ loan account and Collateral of the Borrowers and Obligors for all purposesin a combined fashion, including requesting Borrowings and receiving account statements and other notices and communications as more fully set forth herein, is done solely as an accommodation to the Borrowers in order to utilize the collective borrowing powers of the Borrowers in the most efficient and economical manner and at their request, and that the Obligors (Bank Group shall not incur liability to any Borrower as a result hereof. Each Borrower expects to derive benefit, directly or any of them) indirectly, from the Agent, the Issuing Bank or any Lender. The Agent, the Issuing Bank and the Lenders may rely, and shall be fully protected in relying, on any Notice of Borrowing, Notice of Conversion or Continuation, request for a Letter of Credit, disbursement instruction, report, information or any other notice or communication made or given by Tultex, whether in its own name, on behalf of any other Borrower or Obligor or on behalf of "the Borrowers" or "the Obligors," and neither the Agent, the Issuing Bank nor any Lender shall have any obligation to make any inquiry or request any confirmation from or on behalf of any other Borrowers or Obligors as to the binding effect on it of any such Notice, request, instruction, report, information, other notice or communications, nor shall the joint and several character handling of the Borrowers' ’ loan account and other Obligors' liability for the Secured Obligations be affectedCollateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated group. To induce the Bank Group to do so, PROVIDED that and in consideration thereof, each Borrower hereby jointly and severally agrees to indemnify each member of the provisions Bank Group and hold each member of this SECTION 4.17 shall not be construed so as to preclude the Bank Group harmless against any and all liability, expense, loss or claim of damage or injury, made against the Bank Group by any Borrower or by any third party whosoever, arising from directly requesting Borrowings or taking incurred by reason of (a) the handling of the Borrowers’ loan account and Collateral of the Borrowers as herein provided, (b) the Bank Group’s relying on any instructions of the Administrative Borrower, or (c) any other actions permitted to be action taken by "a Borrower" hereunder. The Agent and each Lender intend to maintain a single the Bank Group hereunder or under the other Loan Account in the name of "Tultex Corporation" hereunder and each Borrower expressly agrees to such arrangement and confirms Documents, except that such arrangement shall Borrowers will have no effect on liability to the joint and several character relevant member of its the Bank Group under this Section 9.17 with respect to any liability for that has been finally determined by a court of competent jurisdiction to have resulted solely from the Secured Obligationsgross negligence or willful misconduct of such member of the Bank Group.

Borrowers’ Agent. [name of Borrower’s Agent] BANK’S AGENT: [name of Bank’s Agent] Sworn to and subscribed before me this ____ day of January, 2015, at _______________, Georgia. Notary Public, State and County Aforesaid My Commission No.: My Commission Expires: EXHIBIT B RESERVED. EXHIBIT C [FORM OF] SUBSIDIARY GUARANTEE AGREEMENT SUBSIDIARY GUARANTEE AGREEMENT dated as of January 30, 2015, among each of the Subsidiaries listed on Schedule I hereto (each such subsidiary individually, a “Guarantor” and collectively, the “Guarantors”) of FRP HOLDINGS, INC., a Florida corporation (the “Borrower”), and XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association (the “Lender”). Reference is made to the 2015 Credit Agreement of even date herewith (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), between the Borrower and the Lender. Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement. The Lender has agreed to make Loans to the Borrower, pursuant to, and upon the terms and subject to the conditions specified in, the Credit Agreement. Each of the Borrowers and Obligors other than Tultex hereby appoints Tultex asGuarantors is a direct or indirect wholly-owned Subsidiary of the Borrower, and Tultex shall act under this Agreement aspart of a common economic enterprise, and acknowledges that it will derive substantial benefit from the making of the Loans by the Lenders because advances thereunder will be used for working capital, capital expenditure and other general corporate purposes of the Guarantors and will benefit the consolidated group. The obligation of the Lender to make Loans is conditioned on, among other things, the agent, attorney-in-fact execution and legal representative delivery by the Guarantors of such other Borrowers a Subsidiary Guarantee Agreement in the form hereof. As consideration therefor and Obligors for all purposes, including requesting Borrowings and receiving account statements and other notices and communications in order to induce the Borrowers and the Obligors (or any of them) from the AgentLender to make Loans, the Issuing Bank or any LenderGuarantors are willing to execute this Subsidiary Guarantee Agreement. The AgentAccordingly, the Issuing Bank and the Lenders may rely, and shall be fully protected in relying, on any Notice of Borrowing, Notice of Conversion or Continuation, request for a Letter of Credit, disbursement instruction, report, information or any other notice or communication made or given by Tultex, whether in its own name, on behalf of any other Borrower or Obligor or on behalf of "the Borrowers" or "the Obligors," and neither the Agent, the Issuing Bank nor any Lender shall have any obligation to make any inquiry or request any confirmation from or on behalf of any other Borrowers or Obligors parties hereto agree as to the binding effect on it of any such Notice, request, instruction, report, information, other notice or communications, nor shall the joint and several character of the Borrowers' and other Obligors' liability for the Secured Obligations be affected, PROVIDED that the provisions of this SECTION 4.17 shall not be construed so as to preclude any Borrower from directly requesting Borrowings or taking other actions permitted to be taken by "a Borrower" hereunder. The Agent and each Lender intend to maintain a single Loan Account in the name of "Tultex Corporation" hereunder and each Borrower expressly agrees to such arrangement and confirms that such arrangement shall have no effect on the joint and several character of its liability for the Secured Obligations.follows:

Borrowers’ Agent. Company is hereby appointed Borrowers’ agent hereunder by each Borrower (in such capacity “Borrowers’ Agent”). Each Borrower hereby authorizes, directs and empowers Company to act for and in the name of such Borrower and as its agent hereunder and under the Borrowers other instruments and Obligors agreements referred to herein. Company hereby accepts each such appointment. Each Borrower hereby irrevocably authorizes Company to take such action on such Borrower’s behalf and to exercise such powers hereunder, under the other than Tultex hereby appoints Tultex asLoan Documents, and Tultex shall act under this Agreement asthe other agreements and instruments referred to herein or therein as may be contemplated being taken or exercised by such Borrower by the terms hereof and thereof, the agenttogether with such powers as may be incidental thereto, attorney-in-fact including, without limitation, to borrow hereunder and legal representative of such other Borrowers and Obligors for all purposes, including requesting Borrowings and receiving account statements and other notices and communications to the Borrowers and the Obligors (or any of them) from the Agent, the Issuing Bank or any Lender. The Agent, the Issuing Bank and the Lenders may rely, and shall be fully protected in relying, on any Notice deliver Notices of Borrowing, Notice Notices of Conversion or Conversion/Continuation, request for a Notices of Issuance of Letter of CreditCredit and Compliance Certificates hereunder, disbursement instructionto convert, reportcontinue, information repay or prepay Loans made hereunder, to reduce the Commitments, to pay interest, fees, costs and expenses incurred in connection with the Loans, this Agreement, the other Loan Documents, and the other agreements and instruments referred to herein or therein, to receive from or deliver to Administrative Agent any notices, statements, reports, certificates or other documents or instruments contemplated herein, in the other Loan Documents or in any other notice agreement or communication made or given by Tultex, whether in its own name, on behalf of any other Borrower or Obligor or on behalf of "the Borrowers" or "the Obligors," instrument referred to herein and neither the Agent, the Issuing Bank nor any Lender shall have any obligation to make any inquiry or request any confirmation receive from or on behalf of transmit to Administrative Agent any other Borrowers Loan proceeds or Obligors as to the binding effect on it of any such Notice, request, instruction, report, information, other notice or communications, nor shall the joint and several character of the Borrowers' and other Obligors' liability for the Secured Obligations be affected, PROVIDED that the provisions of this SECTION 4.17 shall not be construed so as to preclude any Borrower from directly requesting Borrowings or taking other actions permitted to be taken by "a Borrower" hereunderpayments. The Each Agent and each Lender intend shall be entitled to maintain a single rely on the appointment and authorization of Company with respect to all matters related to this Agreement, the other Loan Account in the name of "Tultex Corporation" hereunder Documents and any other agreements or instruments referred to herein or therein whether or not any particular provision hereof or thereof specifies that such matters may or shall be undertaken by Borrowers’ Agent. In reliance hereon, Administrative Agent and each Lender may deal only with Company with the same effect as if Administrative Agent or such Lender had dealt with each Borrower expressly agrees to such arrangement separately and confirms that such arrangement shall have no effect on the joint and several character of its liability for the Secured Obligationsindividually.