CONSENT AND REAFFIRMATION OF GUARANTORS. By their execution hereof, each Guarantor hereby (i) acknowledges receipt of this Amendment, (ii) consents to the Borrowers’ execution and delivery hereof; (iii) agrees to be bound hereby; (iv) affirms that nothing contained therein shall modify in any respect whatsoever its guaranty of the obligations of the Borrowers to Lenders pursuant to the terms of its Guaranty in favor of Administrative Agent and the Lenders and (v) reaffirms that its Guaranty is and shall continue to remain in full force and effect.
CONSENT AND REAFFIRMATION OF GUARANTORS. The undersigned, each a guarantor of Borrower’s obligations to Lender pursuant to the Guaranty executed by the undersigned in favor of Lender, hereby (i) acknowledges and consents to the execution, delivery, and performance by Borrower of the foregoing Third Amendment to Loan Agreement; (ii) warrants and covenants to Lender that, except to the extent previously disclosed to Lender in writing, all representations and warranties previously made by Guarantor to Lender are true, complete, and accurate as of the date of this Consent and Reaffirmation of Guarantors; and (iii) reaffirms and agrees that the Guaranty to which the undersigned is party and all other documents and agreements executed and delivered by either the undersigned or Borrower to Lender in connection with the indebtedness represented by the Notes (including, without limitation, the Renewal Revolving Line of Credit Note, Renewal Real Estate Installment Note and Renewal Term Note), the Loan Agreement and Loan Documents are all in full force and effect, without defense, offset, or counterclaim, or alternatively, that any such right of defense, offset or counterclaim is hereby expressly waived.
CONSENT AND REAFFIRMATION OF GUARANTORS. Each of the undersigned (i) acknowledges receipt of the foregoing First Amendment to Credit Agreement (the "First Amendment"), (ii) consents to the execution and delivery of the First Amendment by the parties thereto and (iii) reaffirms all of its obligations and covenants under (1), as to the Parent, the Amended and Restated Guaranty Agreement dated as of April 29, 1996 executed by it, and (2) as to AMGF, the Limited Guaranty Agreement dated as of August 29, 1997 executed by it, and agrees that none of such obligations and covenants shall be affected by the execution and delivery of the First Amendment. This Consent and Reaffirmation may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same instrument. AVONDALE INCORPORATED AVONDALE MILLS GRANITEVILLE FABRXXX, INC. By: By: ------------------------------- ------------------------------- Title: Title: AMENDED AND RESTATED REVOLVER LOAN NOTE Atlanta, Georgia August 30, 2001 For value received, AVONDALE MILLS, INC., an Alabama corporation (the "Borrower"), promises to pax xx the order of _________________________________________, a ____________________ (the "Bank"), for the account of its Lending Office, the principal sum of ___________________________________ and No/100 Dollars ($____________ ), or such lesser amount as shall equal the unpaid principal amount of each Revolver Loan made by the Bank to the Borrower pursuant to the Credit Agreement referred to below, on the dates and in the amounts provided in the Credit Agreement. The Borrower promises to pay interest on the unpaid principal amount of this Note on the dates and at the rate or rates provided for in the Credit Agreement. Interest on any overdue principal of and, to the extent permitted by law, overdue interest on the principal amount hereof shall bear interest at the Default Rate, as provided for in the Credit Agreement. All such payments of principal and interest shall be made in lawful money of the United States in Federal or other immediately available funds at the office of Wachovia Bank, N.A., 191 Peachtree Street, N.E., Atlanta, Georgia 30303-1757, or such othxx xxxxxxx xx xxx xx xxxxxxxxx xxxx xxxx xx xxxx xxxxxxnt to the Credit Agreement. All Loans made by the Bank, the respective maturities thereof, the interest rates from time to...
CONSENT AND REAFFIRMATION OF GUARANTORS. The undersigned Guarantors hereby consent to the foregoing amendments and acknowledge and agree that nothing herein shall in any way limit or diminish any of the obligations of the undersigned under their respective Guaranty, each such Guaranty being hereby ratified and affirmed.
CONSENT AND REAFFIRMATION OF GUARANTORS. Each of the undersigned, as a guarantor of the Borrower’s obligations to the Bank under the Agreement, hereby (i) acknowledges and consents to the foregoing Amendment, (ii) reaffirms its obligations under its respective guaranty in favor of the Bank and under any agreement under which it has granted to the Bank a lien or security interest in any of its real or personal property, and (iii) confirms that such guaranty and other agreements, including but not limited to the Dispute Resolution Provision, remain in full force and effect, without defense, offset, or counterclaim. (Capitalized terms used herein shall have the meanings specified in the foregoing Amendment.) Although each of the undersigned has been informed of the terms of the Amendment, each understands and agrees that the Bank has no duty to so notify it or any other guarantor or to seek this or any future acknowledgment, consent or reaffirmation, and nothing contained herein shall create or imply any such duty as to any transactions, past or future. Dated as of July 31, 2015. GUARANTOR(S): Wayfair Inc. By: /s/ XXXXXXXX XXXXXX (Seal) Xxxxxxxx X. Xxxxxx, Chief Administrative Officer and Treasurer
CONSENT AND REAFFIRMATION OF GUARANTORS. Each Guarantor, by its signature below, hereby (a) acknowledges and agrees to the terms and conditions set forth in this Amendment, (b) agrees that nothing in this Amendment in any way impairs or lessens its liabilities under the Loan Documents to which it is a party or by which it is bound, and (c) reaffirms all of its obligations and liabilities under all such Loan Documents.
CONSENT AND REAFFIRMATION OF GUARANTORS. Each of the undersigned (i) acknowledges receipt of the foregoing Consent and Second Amendment, (ii) consents to the execution and delivery of the Consent and Second Amendment by the parties thereto add (iii) reaffirms all of its obligations and covenants under the Guaranty dated as of October 9,2003 executed by it, and agrees that none of such obIigations and cavenants shall be affected by the execution and delivery of the Consent and Second Amendment. This Consent and Reaffirmation may be executed in any number of counterparts and by different parties hereto in separate counterparts and transmitted by facsimile to the other parties, each of which when so executed and delivered by facsimile shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same instrument. BELDEN HOLDINGS, INC. By: /s/ RICHARD K. REECE ---------------------------- Title: Vice President BELDEN INTERNATIONAL, INC. By: /s/ RICHARD K. REECE ---------------------------- Title: Vice President [AGREEMENT AND PLAN OF MERGER TO BE ATTACHED] [ASSET PURCHASE AGREEMENT TO BE ATTACHED] APPENDIX 3 THIRD AMENDMENT TERMS AND CONDITIONS
CONSENT AND REAFFIRMATION OF GUARANTORS. The undersigned, being a Subsidiary Guarantor, as defined in the Loan and Security Agreement being amended pursuant to the within and foregoing First Amendment to Loan and Security Agreement, does hereby acknowledge receipt of said amendment, consents thereto, agrees to be bound thereby and further agrees in connection therewith that its, his or her Guaranty, as defined in such Loan and Security Agreement, shall continue in full force and effect notwithstanding the execution and delivery thereof and the performance of the parties thereunder. ENGLOBAL INTERNATIONAL, INC. By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Treasurer and Chief Financial Officer ENGLOBAL EMERGING MARKETS, INC. By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Treasurer and Chief Financial Officer
CONSENT AND REAFFIRMATION OF GUARANTORS. The undersigned Guarantors hereby consent to the foregoing Second Amendment to Master Lease and reaffirm to Lessor that their obligations under the Guaranty remain in full force and effect with respect the Lease, as amended hereby. In addition, Kindred Healthcare Operating, Inc. hereby acknowledges that the Guaranty, and Guarantor’s consent and reaffirmation of that certain First Amendment to Master Lease dated as of August 1, 2001, were mistakenly executed under the name of “Kindred Operating, Inc., a Delaware corporation,” and that Kindred Healthcare Operating, Inc. is jointly and severally liable for all obligations of “Guarantors” under the Guaranty, as the same may have been amended or supplemented from time to time. KINDRED HEALTHCARE, INC., a Delaware corporation By: /s/ Xxxx Xxxxx Its: President, HSD By: /s/ Xxxxxx X. Xxxxxxxxxx Its: V.P. of Corporate Legal Affairs KINDRED HEALTHCARE OPERATING, INC., a Delaware corporation By: /s/ Xxxx Xxxxx Its: President, HSD By: /s/ Xxxxxx X. Xxxxxxxxxx Its: V.P. of Corporate Legal Affairs EXHIBIT A List of Facilities, Facility Groups and Annual and Monthly Allocated Minimum Rent for the Facilities (July 1, 2003 – July 31, 2003) Kindred Facility # City. St. Location Group Annual Allocated Minimum Rent Monthly Allocated Minimum Rent 0171 Bolivar TN 1 $ 730,988 $ 61,087.50 0000 Xxxxxx XX 1 $ 511,156 $ 45,947.92 0000 Xxxxxxxxx Xxxx XX 1 $ 1,016,500 $ 86,083.33 0000 Xxxxxx XX 1 $ 914,438 $ 77,062.50 0000 Xxxxxxx XX 1 $ 1,483,119 $ 124,710.42 0000 Xxxxxxxxxx TN 1 $ 587,938 $ 52,947.92 0000 Xxxxxx XX 1 $ 637,937 $ 56,427.08 0000 Xxxxxxxxxxx XX 1 $ 690,481 $ 57,797.92 0000 Xxxxxxxxx XX 1 $ 1,116,688 $ 93,229.17 0000 Xxxxxxxxx XX 1 $ 446,600 $ 37,216.67 Group 2 0000 Xxxxxx XX 2 $ 1,416,278 $ 118,023.19 0287 Vincennes IN 2 $ 1,116,500 $ 93,041.67 0000 Xxxxxxxx XX 2 $ 593,775 $ 49,481.25 0295 Whitehouse OH 2 $ 456,506 $ 38,042.20 0870 Marion OH 2 $ 517,540 $ 43,128.37 0861 Kansas City MO 2 $ 543,533 $ 45,294.38 0861 Kansas City MO 2 $ 319,217 $ 26,601.45 Group 3 0849 Denver CO 3 $ 1,075,900 $ 89,658.33 0000 Xxxxxxxxx XX 3 $ 383,670 $ 31,972.50 0000 Xxxx Xxxxxxx XX 3 $ 447,615 $ 37,301.25 0205 Livermore CA 3 $ 351,698 $ 29,308.13 0197 Oshkosh WI 3 $ 460,810 $ 38,400.83 0000 Xxxxxxxxxxx XX 3 $ 567,893 $ 47,324.38 $ 16,386,779 $ 1,380,088.36 EXHIBIT B List of Facilities, Facility Groups and Annual and Monthly Allocated Minimum Rent for the Facilities (August 1, 2003 – July 31, 2004) Kindred Facility # City. St. Location Grou...
CONSENT AND REAFFIRMATION OF GUARANTORS. Each of the undersigned Guarantors hereby consents to the execution, delivery and performance by Borrower and the Agent of the foregoing Amendment No. 3 ("Amendment No. 3"). In connection therewith, each of the undersigned expressly and knowingly reaffirms its liability under the Guaranty to which it is a party executed and delivered by such Guarantor in favor of the Agent (on behalf of the Lenders), and expressly agrees to be and remain liable under the terms of such Guaranty for the Guarantied Obligations described therein and acknowledges that it has no defense, offset or counterclaim whatsoever against the Agent or the Lenders with respect to such Guaranty. Each of the undersigned further agrees that such Guaranty shall remain in full force and effect and is hereby ratified and confirmed.
