Common use of Consent of Guarantors Clause in Contracts

Consent of Guarantors. By signing this Consent, each Guarantor hereby consents to the foregoing Agreement (including without limitation the amendments to the Credit Agreement contained therein), and confirms that (i) the obligations of the Borrower under the Credit Agreement as modified by the Agreement (x) are guaranteed by the Guarantors as set forth in the Subsidiary Guaranty and (y) constitute Obligations, and (ii) notwithstanding the effectiveness of the terms of the Agreement, the Subsidiary Guaranty and each of the Loan Documents to which it is a party is, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects. Each Guarantor agrees to execute any documentation and to take such other actions as may reasonably be necessary to evidence the resignation and appointment, and the transfer of the Collateral, as described in the Agreement, in each case at the Borrower’s expense; provided that the Existing Agent shall bear no responsibility for any actions taken or omitted to be taken by the Successor Agent under this paragraph or under Section 1(a)(iv) of the Agreement. Each Guarantor hereby confirms, as of the Effective Date, that the Successor Agent becomes vested with all of the rights, powers, privileges and duties of the Administrative Agent under each Loan Document applicable to such Guarantor, and the Existing Agent is discharged from all of its duties and obligations as the Administrative Agent under each Loan Document applicable to such Guarantor. On and after the Effective Date, all possessory Collateral held by the Existing Agent for the benefit of the Lenders shall be deemed to be held by the Existing Agent as agent and bailee for the Successor Agent for the benefit of the Lenders until such time as such possessory Collateral has been delivered to the Successor Agent. Notwithstanding anything herein to the contrary or the effectiveness of the terms hereof, each Guarantor agrees that all of such Liens granted by any Guarantor, shall in all respects be continuing and in effect and are hereby ratified and reaffirmed by each Guarantor. Without limiting the generality of the foregoing, any reference to the Existing Agent on any publicly filed document, to the extent such filing relates to the Liens and security interests in the Collateral assigned pursuant to the Agreement and until such filing is modified to reflect the interests of the Successor Agent, shall, with respect to such Liens and security interests, constitute a reference to the Existing Agent as collateral representative of the Successor Agent (provided, that the parties hereto agree that the Existing Agent’s role as such collateral representative shall impose no duties, obligations, or liabilities on the Existing Agent, including, without limitation, any duty to take any type of direction regarding any action to be taken against such Collateral other than the requirements of the Existing Agent to consummate the assignments effected hereby, whether such direction comes from the Successor Agent, the Required Lenders, or otherwise and the Existing Agent shall have the full benefit of the protective provisions of Section 9 (The Agents), including, without limitation, Section 9.7 (Indemnification), while serving in such capacity). Each Guarantor hereby represents and warrants on and as of the date hereof and on and as of the Effective Date that it is legally authorized to enter into and has duly executed and delivered this Consent. Without limiting its obligations in any way under any of the Loan Documents, each Guarantor reaffirms and acknowledges its obligations to the Successor Agent to the extent provided in any Loan Document applicable to it and that the delivery of any agreements, instruments or any other document and any other actions taken or to be taken to the extent required by and in accordance with any Loan Document applicable to it shall be to the satisfaction of Successor Agent notwithstanding whether any of the foregoing was or were previously satisfactory to the Existing Agent. Each Guarantor hereby unconditionally and irrevocably waives all claims, suits, debts, liens, losses, causes of action, demands, rights, damages or costs, or expenses of any kind, character or nature whatsoever, known or unknown, fixed or contingent, which any of them may have or claim to have against Xxxxxx (whether in its capacity as an agent, lender, hedging counterparty or otherwise) or its agents, employees, officers, affiliates, directors, representatives, attorneys, successors or assigns (collectively, the “Released Parties”) to the extent arising out of or in connection with the Loan Documents, including without limitation damages resulting from any prior or future failure to fund the Commitment of Xxxxxx thereunder (collectively, the “Claims”). Each Guarantor further agrees forever to refrain from commencing, instituting or prosecuting any lawsuit, action or other proceeding against any Released Parties with respect to any and all of the foregoing described waived, released, acquitted and discharged Claims or from exercising any right of recoupment or setoff that it may have under a master netting agreement or otherwise against any Released Party with respect to Obligations under the Loan Documents. For the avoidance of doubt, it is acknowledged that the Commitment of Xxxxxx as a Lender under the Credit Agreement is not, and is not meant to be, terminated hereby. Each of the Released Parties shall be a third party beneficiary of the release herein provided. Each Guarantor hereby agrees that this Consent (i) does not impose on the Existing Agent affirmative obligations or indemnities to which it was not already subject, as of the date of its petition commencing its proceeding under chapter 11 of the Bankruptcy Code, and that could give rise to any administrative expense claims other than claims arising as a result of (x) the failure by Xxxxxx to perform any of its obligations hereunder or (y) any representation or warranty of Xxxxxx set forth herein not being true and correct on and as of the date hereof and on and as of the Effective Date and (ii) is not inconsistent with the terms of the Credit Agreement.

Consent of Guarantors. By signing this ConsentThe undersigned, each Guarantor being guarantors of Borrower’s indebtedness to Lender pursuant to their respective guaranty agreements with Lender, hereby consents consent and agree to be bound by the terms, conditions and execution of the above Amendment and hereby further agree that their respective obligations shall be as provided in the guaranty agreement that the undersigned execute on or around even date hereof. Great Lakes Capital Investments, Inc. By: /s/ Xxxxxx Xxxxxxxx, XX Name: Xxxxxx Xxxxxxxx, XX Its: President /s/ Xxxxxx Xxxxxxxx, XX Xxxxxx Xxxxxxxx, XX, personally EXHIBIT A Promissory Note REVOLVING NOTE $12,000,000 Columbus, Ohio September 30, 2003 FOR VALUE RECEIVED, the undersigned promises to pay to the foregoing Agreement order of TEXTRON FINANCIAL CORPORATION (including without limitation hereinafter called the amendments to the Credit Agreement contained therein“Lender,” which term shall include any holder hereof), and confirms that at such place as the Lender may designate or, in the absence of such designation, at the Lender’s office located at 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxx, Xxxx 00000, the sum of Twelve Million Dollars (i) the obligations of the Borrower under the Credit Agreement $12,000,000), or so much thereof as modified shall have been advanced by the Agreement Lender at any time and not thereafter repaid (x) are guaranteed by the Guarantors hereinafter referred to as “Principal Sum”), together with interest as set forth in the Subsidiary Guaranty Loan Agreement (as defined below) and (y) constitute Obligations, payable at the time and (ii) notwithstanding in the effectiveness manner set forth in the Loan Agreement. The proceeds of the terms loan evidenced hereby may be advanced, repaid and readvanced in partial amounts during the term of this revolving note (this “Note”) and prior to maturity. Each such advance shall be made to the undersigned upon receipt by the Lender of the Agreementapplication by the undersigned therefor and disbursement instructions, which shall be in such form as the Subsidiary Guaranty and each Lender shall from time to time prescribe. The Lender shall be entitled to rely on any oral or telephonic communication requesting an advance or providing disbursement instructions hereunder, which shall be received by it in good faith from anyone reasonably believed by the Lender to be the undersigned, or the authorized agent of the undersigned. The undersigned agrees that all advances made by the Lender will be evidenced by entries made by the Lender into its electronic data processing system and/or internal memoranda maintained by the Lender. The undersigned further agrees that the sum or sums shown on the most recent printout from the Lender’s electronic data processing system and/or on such memoranda shall be rebuttably presumptive evidence of the amount of the Principal Sum and of the amount of any accrued interest. This Note is executed and the advances contemplated hereunder are to be made pursuant to a Loan Documents to which it is a party isand Security Agreement by and between the undersigned, and shall continue to beGreat Lakes Funding I, in full force and effect and are hereby ratified and confirmed in all respects. Each Guarantor agrees to execute any documentation and to take such other actions as may reasonably be necessary to evidence the resignation and appointmentLLC, and the transfer Lender dated December 11, 2002, and all amendments, modifications, and supplements thereto from time to time (hereinafter called the “Loan Agreement”), and all the covenants, representations, agreements, terms, and conditions contained therein, including but not limited to additional conditions of the Collateraldefault, are incorporated herein as described if fully rewritten. Terms defined in the Agreement, in each case at Loan Agreement and not otherwise defined herein are used herein with the Borrower’s expense; provided that the Existing Agent shall bear no responsibility for any actions taken or omitted to be taken by the Successor Agent under this paragraph or under Section 1(a)(iv) of the Agreement. Each Guarantor hereby confirms, as of the Effective Date, that the Successor Agent becomes vested with all of the rights, powers, privileges and duties of the Administrative Agent under each Loan Document applicable meanings ascribed to such Guarantor, and the Existing Agent is discharged from all of its duties and obligations as the Administrative Agent under each Loan Document applicable to such Guarantor. On and after the Effective Date, all possessory Collateral held by the Existing Agent for the benefit of the Lenders shall be deemed to be held by the Existing Agent as agent and bailee for the Successor Agent for the benefit of the Lenders until such time as such possessory Collateral has been delivered to the Successor Agent. Notwithstanding anything herein to the contrary or the effectiveness of the terms hereof, each Guarantor agrees that all of such Liens granted by any Guarantor, shall in all respects be continuing and in effect and are hereby ratified and reaffirmed by each Guarantor. Without limiting the generality of the foregoing, any reference to the Existing Agent on any publicly filed document, to the extent such filing relates to the Liens and security interests in the Collateral assigned pursuant to the Agreement and until such filing is modified to reflect the interests of the Successor Agent, shall, with respect to such Liens and security interests, constitute a reference to the Existing Agent as collateral representative of the Successor Agent (provided, that the parties hereto agree that the Existing Agent’s role as such collateral representative shall impose no duties, obligations, or liabilities on the Existing Agent, including, without limitation, any duty to take any type of direction regarding any action to be taken against such Collateral other than the requirements of the Existing Agent to consummate the assignments effected hereby, whether such direction comes from the Successor Agent, the Required Lenders, or otherwise and the Existing Agent shall have the full benefit of the protective provisions of Section 9 (The Agents), including, without limitation, Section 9.7 (Indemnification), while serving in such capacity). Each Guarantor hereby represents and warrants on and as of the date hereof and on and as of the Effective Date that it is legally authorized to enter into and has duly executed and delivered this Consent. Without limiting its obligations in any way under any of the Loan Documents, each Guarantor reaffirms and acknowledges its obligations to the Successor Agent to the extent provided in any Loan Document applicable to it and that the delivery of any agreements, instruments or any other document and any other actions taken or to be taken to the extent required by and in accordance with any Loan Document applicable to it shall be to the satisfaction of Successor Agent notwithstanding whether any of the foregoing was or were previously satisfactory to the Existing Agent. Each Guarantor hereby unconditionally and irrevocably waives all claims, suits, debts, liens, losses, causes of action, demands, rights, damages or costs, or expenses of any kind, character or nature whatsoever, known or unknown, fixed or contingent, which any of them may have or claim to have against Xxxxxx (whether in its capacity as an agent, lender, hedging counterparty or otherwise) or its agents, employees, officers, affiliates, directors, representatives, attorneys, successors or assigns (collectively, the “Released Parties”) to the extent arising out of or in connection with the Loan Documents, including without limitation damages resulting from any prior or future failure to fund the Commitment of Xxxxxx thereunder (collectively, the “Claims”). Each Guarantor further agrees forever to refrain from commencing, instituting or prosecuting any lawsuit, action or other proceeding against any Released Parties with respect to any and all of the foregoing described waived, released, acquitted and discharged Claims or from exercising any right of recoupment or setoff that it may have under a master netting agreement or otherwise against any Released Party with respect to Obligations under the Loan Documents. For the avoidance of doubt, it is acknowledged that the Commitment of Xxxxxx as a Lender under the Credit Agreement is not, and is not meant to be, terminated hereby. Each of the Released Parties shall be a third party beneficiary of the release herein provided. Each Guarantor hereby agrees that this Consent (i) does not impose on the Existing Agent affirmative obligations or indemnities to which it was not already subject, as of the date of its petition commencing its proceeding under chapter 11 of the Bankruptcy Code, and that could give rise to any administrative expense claims other than claims arising as a result of (x) the failure by Xxxxxx to perform any of its obligations hereunder or (y) any representation or warranty of Xxxxxx set forth herein not being true and correct on and as of the date hereof and on and as of the Effective Date and (ii) is not inconsistent with the terms of the Credit Agreement.

Consent of Guarantors. By signing this Consent, each Guarantor hereby consents Reference is made to the foregoing Agreement Guaranty dated as of May 31, 2002, in favor of the Administrative Agent, on behalf of the Banks, the Swingline Lender and the Issuing Bank, to which the undersigned (including without limitation the amendments each a “Guarantor”) are parties, either as an original signatory thereto or pursuant to the Credit Agreement contained therein)any subsequent assumption, joinder or other agreements, and confirms that (i) any other guaranty executed by any Guarantor in favor of the obligations Administrative Agent or any other Bank Party relating to any indebtedness of the Borrower under any of the Credit Documents (collectively, with respect to each Guarantor, such Guarantor’s “Guaranty”). Capitalized terms used and not defined in this Consent of Guarantors have the meanings given to them in the Credit Agreement as modified by the Agreement (x) are guaranteed by the Guarantors as set forth referred to in the Subsidiary Guaranty above Amendment. To induce the Bank Parties to enter into the above Amendment, each Guarantor: (a) consents to the Borrower and the Bank Parties entering into the above Amendment; (yb) constitute Obligationsagrees that the execution, delivery and (ii) notwithstanding the effectiveness performance of the terms above Amendment and any documents or transactions contemplated thereby shall not discharge, limit or otherwise impair the obligations of the Agreement, the Subsidiary such Guarantor under such Guarantor’s Guaranty; (c) agrees that such Guarantor’s Guaranty is and each of the Loan Documents to which it is a party is, and shall continue to be, remains in full force and effect and are hereby ratified and confirmed is enforceable against such Guarantor in all respects. Each accordance with its terms; (d) waives any defense, claim or right of setoff such Guarantor agrees to execute may have in respect of such Guarantor’s Guaranty, the Credit Agreement, the other Credit Documents or the actions or inactions of any documentation and to take such other actions as may reasonably be necessary to evidence the resignation and appointment, and the transfer of the Collateral, as Bank Parties; and (e) agrees that none of the Bank Parties has any duty to give such Guarantor notice of or obtain such Guarantor’s consent to the transactions described in the Agreementabove Amendment, in each case at the Borrower’s expense; provided and that the Existing Agent Bank Parties’ giving of notice to such Guarantor and obtainment of such Guarantor’s consent in this instance shall bear no responsibility for not impose any actions taken similar or omitted to be taken by the Successor Agent under this paragraph or under Section 1(a)(iv) other duty upon any of the AgreementBank Parties in any future matter or transaction. Each Guarantor hereby confirms, as This Consent of the Effective Date, that the Successor Agent becomes vested with all of the rights, powers, privileges and duties of the Administrative Agent under each Loan Document applicable to such Guarantor, and the Existing Agent is discharged from all of its duties and obligations as the Administrative Agent under each Loan Document applicable to such Guarantor. On and after the Effective Date, all possessory Collateral held by the Existing Agent for the benefit of the Lenders shall Guarantors may be deemed to be held by the Existing Agent as agent and bailee for the Successor Agent for the benefit of the Lenders until such time as such possessory Collateral has been delivered to the Successor Agent. Notwithstanding anything herein to the contrary or the effectiveness of the terms hereof, each Guarantor agrees that all of such Liens granted by any Guarantor, shall in all respects be continuing and in effect and are hereby ratified and reaffirmed by each Guarantor. Without limiting the generality of the foregoing, any reference to the Existing Agent on any publicly filed document, to the extent such filing relates to the Liens and security interests in the Collateral assigned pursuant to the Agreement and until such filing is modified to reflect the interests of the Successor Agent, shall, with respect to such Liens and security interests, constitute a reference to the Existing Agent as collateral representative of the Successor Agent (provided, that the parties hereto agree that the Existing Agent’s role as such collateral representative shall impose no duties, obligations, or liabilities on the Existing Agent, including, without limitation, any duty to take any type of direction regarding any action to be taken against such Collateral other than the requirements of the Existing Agent to consummate the assignments effected hereby, whether such direction comes from the Successor Agent, the Required Lenders, or otherwise and the Existing Agent shall have the full benefit of the protective provisions of Section 9 (The Agents), including, without limitation, Section 9.7 (Indemnification), while serving in such capacity). Each Guarantor hereby represents and warrants on and as of the date hereof and on and as of the Effective Date that it is legally authorized to enter into and has duly validly executed and delivered this Consent. Without limiting its obligations in any way under any of the Loan Documents, each Guarantor reaffirms and acknowledges its obligations to the Successor Agent to the extent provided in any Loan Document applicable to it and that the delivery of any agreements, instruments by fax or any other document and any other actions taken or to be taken to the extent required by electronic transmission and in accordance with any Loan Document applicable to it shall be to the satisfaction of Successor Agent notwithstanding whether any of the foregoing was or were previously satisfactory to the Existing Agentmultiple counterparts and by different parties thereto. Each Guarantor hereby unconditionally CERNER PROPERTIES, INC., a Delaware corporation CERNER INTERNATIONAL, INC., a Delaware corporation By: /s/ By: /s/ Name: Mxxx X. Xxxxxxxx Name: Mxxx X. Xxxxxxxx Title: Vice President and irrevocably waives all claimsTreasurer Title: Treasurer CERNER MULTUM, suitsINC., debtsa Delaware corporation CERNER HEALTH CONNECTIONS, liensINC., lossesa Delaware corporation By: /s/ By: /s/ Name: Mxxx X. Xxxxxxxx Name: Mxxx X. Xxxxxxxx Title: Vice President and Treasurer Title: Vice President and Assistant Treasurer CERNER PHYSICIAN PRACTICE, causes of actionINC., demandsa Delaware corporation f/k/a Cerner Health Facts, rightsInc. CERNER CITATION, damages or costsINC., or expenses of any kinda Delaware corporation By: /s/ By: /s/ Name: Mxxx X. Xxxxxxxx Name: Mxxx X. Xxxxxxxx Title: Vice President and Treasurer Title: Vice President and Treasurer CERNER INVESTMENT CORP., character or nature whatsoevera Nevada corporation CERNER DHT, known or unknownINC., fixed or contingenta Delaware corporation By: /s/ By: /s/ Name: Mxxx X. Xxxxxxxx Name: Mxxx X. Xxxxxxxx Title: Vice President and Treasurer Title: Vice President and Treasurer CERNER CAMPUS REDEVELOPMENT, which any of them may have or claim to have against Xxxxxx (whether in its capacity as an agentCORPORATION, lendera Missouri corporation CERNER INNOVATION, hedging counterparty or otherwise) or its agentsINC., employeesa Delaware corporation By: /s/ By: /s/ Name: Mxxx X. Xxxxxxxx Name: Mxxx X. Xxxxxxxx Title: Vice President and Treasurer Title: Vice President and Treasurer CERNER BEYONDNOW, officersINC., affiliatesa Kansas corporation CERNER PROJECT IMPACT, directorsINC., representativesa Delaware corporation By: /s/ By: /s/ Name: Mxxx X. Xxxxxxxx Name: Mxxx X. Xxxxxxxx Title: Vice President and Treasurer Title: Vice President and Treasurer THE HEALTH EXCHANGE, attorneysINC., successors or assigns (collectively, the “Released Parties”) to the extent arising out of or in connection with the Loan Documents, including without limitation damages resulting from any prior or future failure to fund the Commitment of Xxxxxx thereunder (collectively, the “Claims”). Each Guarantor further agrees forever to refrain from commencing, instituting or prosecuting any lawsuit, action or other proceeding against any Released Parties with respect to any a Missouri corporation By: /s/ Name: Mxxx X. Xxxxxxxx Title: Vice President and all of the foregoing described waived, released, acquitted and discharged Claims or from exercising any right of recoupment or setoff that it may have under a master netting agreement or otherwise against any Released Party with respect to Obligations under the Loan Documents. For the avoidance of doubt, it is acknowledged that the Commitment of Xxxxxx as a Lender under the Credit Agreement is not, and is not meant to be, terminated hereby. Each of the Released Parties shall be a third party beneficiary of the release herein provided. Each Guarantor hereby agrees that this Consent (i) does not impose on the Existing Agent affirmative obligations or indemnities to which it was not already subject, as of the date of its petition commencing its proceeding under chapter 11 of the Bankruptcy Code, and that could give rise to any administrative expense claims other than claims arising as a result of (x) the failure by Xxxxxx to perform any of its obligations hereunder or (y) any representation or warranty of Xxxxxx set forth herein not being true and correct on and as of the date hereof and on and as of the Effective Date and (ii) is not inconsistent with the terms of the Credit Agreement.Assistant Treasurer

Consent of Guarantors. By signing this ConsentEach of the undersigned guarantors (collectively, each Guarantor hereby the "Guarantors") consents to the provisions of the foregoing Modification Agreement and all prior amendments (including without limitation the amendments if any) to the Credit Loan Agreement contained therein), and confirms that and agrees that: (ia) such Guarantor's obligations under its respective guaranty dated April 10, 2019 (as amended, modified, supplemented, substituted, extended or renewed, from time to time, each a "Guaranty") relating to the obligations of Obligations mentioned in the Borrower under the Credit Agreement Loan Agreement, as increased and modified by the Modification Agreement (x) are guaranteed shall be unimpaired by the Guarantors as set forth in the Subsidiary Guaranty Modification Agreement; (b) such Guarantor has no defenses or setoffs, counterclaims, discounts, or charges of any kind against Lender, its officers, directors, investors, bank group members, employees, agents or attorneys with respect to its Guaranty; and (yc) constitute Obligationsall of the terms, conditions, and (ii) notwithstanding the effectiveness of the terms of the Agreement, the Subsidiary covenants in its Guaranty remain unaltered and each of the Loan Documents to which it is a party is, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects. Each Guarantor agrees and apply to execute any documentation and to take such other actions as may reasonably be necessary to evidence the resignation and appointment, and the transfer of the CollateralObligations, as described in the Agreement, in each case at the Borrower’s expense; provided that the Existing Agent shall bear no responsibility for any actions taken or omitted to be taken amended by the Successor Agent under this paragraph or under Section 1(a)(iv) of the Modification Agreement. Each Guarantor hereby confirms, certifies that all representations and warranties made in its Guaranty are true and correct on the date hereof (except as to such representations and warranties which are made as of the Effective Datea specified date, that the Successor Agent becomes vested with all in which case such representations and warranties remain true as of the rights, powers, privileges such date). Each Guarantor acknowledges and duties of the Administrative Agent under each Loan Document applicable to such Guarantor, and the Existing Agent is discharged from all of its duties and obligations as the Administrative Agent under each Loan Document applicable to such Guarantor. On and after the Effective Date, all possessory Collateral held by the Existing Agent for the benefit of the Lenders shall be deemed to be held by the Existing Agent as agent and bailee for the Successor Agent for the benefit of the Lenders until such time as such possessory Collateral has been delivered to the Successor Agent. Notwithstanding anything herein to the contrary or the effectiveness of the terms hereof, each Guarantor agrees that all of such Liens granted by any Guarantor, shall in all respects be continuing and in effect and are hereby ratified and reaffirmed by each Guarantor. Without limiting the generality of the foregoing, any reference to the Existing Agent on any publicly filed document, to the extent such filing relates to the Liens and security interests in the Collateral assigned pursuant to the Agreement and until such filing is modified to reflect the interests of the Successor Agent, shall, with respect to such Liens and security interests, constitute a reference to the Existing Agent as collateral representative of the Successor Agent (provided, that the parties hereto agree that the Existing Agent’s role as such collateral representative shall impose no duties, obligations, or liabilities on the Existing Agent, includingits obligations under its Guaranty include, without limitation, any duty to take any type of direction regarding any action to be taken against such Collateral other than the requirements its guaranty of the Existing Agent to consummate payment and performance obligations of Borrowers under the assignments effected herebyLoan Agreement, whether such direction comes from the Successor Agentas increased and modified, the Required Lenders, or otherwise and the Existing Agent shall have Notes evidencing the full benefit of the protective provisions of Section 9 (The Agents), including, without limitation, Section 9.7 (Indemnification), while serving in such capacity)same. Each Guarantor hereby represents acknowledges and warrants on confirms the cross-default and as of the date hereof and on and as of the Effective Date that it is legally authorized to enter into and has duly executed and delivered this Consent. Without limiting its obligations in any way under any cross-collateralization provisions of the Loan DocumentsAgreement, each Guarantor reaffirms and acknowledges its obligations to as modified by the Successor Agent to the extent provided in any Loan Document applicable to it and that the delivery of any agreements, instruments or any other document and any other actions taken or to be taken to the extent required by and in accordance with any Loan Document applicable to it shall be to the satisfaction of Successor Agent notwithstanding whether any of the foregoing was or were previously satisfactory to the Existing AgentModification Agreement. Each Guarantor hereby unconditionally expressly ratifies and irrevocably waives all claims, suits, debts, liens, losses, causes confirms the confession of action, demands, rights, damages or costs, or expenses judgment and waiver of any kind, character or nature whatsoever, known or unknown, fixed or contingent, which any of them may have or claim to have against Xxxxxx (whether jury trial provisions contained in its capacity as an agent, lender, hedging counterparty or otherwise) or its agents, employees, officers, affiliates, directors, representatives, attorneys, successors or assigns (collectively, the “Released Parties”) to the extent arising out of or in connection with the Loan Documents, including without limitation damages resulting from any prior or future failure to fund the Commitment of Xxxxxx thereunder (collectively, the “Claims”). Each Guarantor further agrees forever to refrain from commencing, instituting or prosecuting any lawsuit, action or other proceeding against any Released Parties with respect to any and all of the foregoing described waived, released, acquitted and discharged Claims or from exercising any right of recoupment or setoff that it may have under a master netting agreement or otherwise against any Released Party with respect to Obligations under the Loan Documents. For the avoidance of doubt, it is acknowledged that the Commitment of Xxxxxx as a Lender under the Credit Agreement is not, and is not meant to be, terminated hereby. Each of the Released Parties shall be a third party beneficiary of the release herein provided. Each Guarantor hereby agrees that this Consent (i) does not impose on the Existing Agent affirmative obligations or indemnities to which it was not already subject, as of the date of its petition commencing its proceeding under chapter 11 of the Bankruptcy Code, and that could give rise to any administrative expense claims other than claims arising as a result of (x) the failure by Xxxxxx to perform any of its obligations hereunder or (y) any representation or warranty of Xxxxxx set forth herein not being true and correct on and as of the date hereof and on and as of the Effective Date and (ii) is not inconsistent with the terms of the Credit AgreementGuaranty.

Consent of Guarantors. By signing This Consent of Guarantors (this “Consent”) is delivered to Bison Capital Equity Partners II-A, L.P., a Delaware limited partnership and Bison Capital Equity Partners II-B, L.P., a Delaware limited partnership (collectively, “Purchaser”) with reference to that certain Securities Purchase Agreement dated as of March 31, 2008 as amended by the First Amendment to Securities Purchase Agreement dated as of April 16, 2009, the Second Amendment to Securities Purchase Agreement dated February 12, 2010, the Third Amendment to Securities Purchase Agreement dated May 24, 2010 and the Fourth Amendment to Securities Purchase Agreement dated of even date herewith (as otherwise amended, the “Securities Purchase Agreement”) among Subordinated Lender and The Center for Wound Healing, Inc., a Nevada corporation (the “Company”). Capitalized terms used in this Consent, each Guarantor and not otherwise defined, are used with the meanings set forth for those terms in the Securities Purchase Agreement. Each of the undersigned hereby (a) ratifies and reaffirms all of its obligations to Purchaser under the Transaction Documents to which it is a party, (b) consents to the foregoing execution and delivery by the Company of the First Amendment To Waiver and Forbearance Agreement dated as of September __, 2010 (including without limitation the amendments to the Credit Agreement contained therein“Agreement”), between Purchaser and confirms that (i) the obligations of the Borrower under the Credit Agreement as modified by the Agreement (x) are guaranteed by the Guarantors as set forth in the Subsidiary Guaranty and (y) constitute ObligationsCompany, and (iic) notwithstanding the effectiveness of the terms of the Agreement, the Subsidiary Guaranty and confirms that each of the Loan Transaction Documents to which it is a party is, and shall continue to be, remains in full force and effect and are hereby ratified and confirmed in all respects. Each Guarantor agrees to execute any documentation and to take such other actions as may reasonably be necessary to evidence the resignation and appointment, and the transfer of the Collateral, as described in the Agreement, in each case at the Borrower’s expense; provided that the Existing Agent shall bear no responsibility for any actions taken or omitted to be taken by the Successor Agent under this paragraph or under Section 1(a)(iv) of the Agreement. Each Guarantor hereby confirms, as of the Effective Date, that the Successor Agent becomes vested with all of the rights, powers, privileges and duties of the Administrative Agent under each Loan Document applicable to such Guarantor, and the Existing Agent is discharged from all of its duties and obligations as the Administrative Agent under each Loan Document applicable to such Guarantor. On and after the Effective Date, all possessory Collateral held by the Existing Agent for the benefit of the Lenders shall be deemed to be held by the Existing Agent as agent and bailee for the Successor Agent for the benefit of the Lenders until such time as such possessory Collateral has been delivered to the Successor Agent. Notwithstanding anything herein to the contrary or the effectiveness of the terms hereof, each Guarantor agrees that all of such Liens granted by any Guarantor, shall in all respects be continuing and in effect and are hereby ratified and reaffirmed by each Guarantor. Without limiting the generality of the foregoing, any reference to the Existing Agent on any publicly filed document, to the extent such filing relates to the Liens and security interests in the Collateral assigned pursuant to the Agreement and until such filing is modified to reflect the interests of the Successor Agent, shall, with respect to such Liens and security interests, constitute a reference to the Existing Agent as collateral representative of the Successor Agent (provided, that the parties hereto agree that the Existing Agent’s role as such collateral representative shall impose no duties, obligations, or liabilities on the Existing Agent, including, without limitation, any duty to take any type of direction regarding any action to be taken against such Collateral other than the requirements of the Existing Agent to consummate the assignments effected hereby, whether such direction comes from the Successor Agent, the Required Lenders, or otherwise and the Existing Agent shall have the full benefit of the protective provisions of Section 9 (The Agents), including, without limitation, Section 9.7 (Indemnification), while serving in such capacity). Each Guarantor hereby represents and warrants on and as of the date hereof and on and as of the Effective Date that it is legally authorized to enter into and has duly executed and delivered this Consent. Without limiting its obligations in any way under any of the Loan Documents, each Guarantor reaffirms and acknowledges its obligations to the Successor Agent to the extent provided in any Loan Document applicable to it and that the delivery of any agreements, instruments or any other document and any other actions taken or to be taken to the extent required by and in accordance with any Loan Document applicable to it shall be to the satisfaction of Successor Agent notwithstanding whether any of the foregoing was or were previously satisfactory to the Existing Agent. Each Guarantor hereby unconditionally and irrevocably waives all claims, suits, debts, liens, losses, causes of action, demands, rights, damages or costs, or expenses of any kind, character or nature whatsoever, known or unknown, fixed or contingent, which any of them may have or claim to have against Xxxxxx (whether in its capacity as an agent, lender, hedging counterparty or otherwise) or its agents, employees, officers, affiliates, directors, representatives, attorneys, successors or assigns (collectively, the “Released Parties”) to the extent arising out of or in connection with the Loan Documents, including without limitation damages resulting from any prior or future failure to fund the Commitment of Xxxxxx thereunder (collectively, the “Claims”). Each Guarantor further agrees forever to refrain from commencing, instituting or prosecuting any lawsuit, action or other proceeding against any Released Parties with respect to any and all of the foregoing described waived, released, acquitted and discharged Claims or from exercising any right of recoupment or setoff that it may have under a master netting agreement or otherwise against any Released Party with respect to Obligations under the Loan Documents. For the avoidance of doubt, it is acknowledged that the Commitment of Xxxxxx as a Lender under the Credit Agreement is not, and is not meant to be, terminated herebyeffect. Each of the Released Parties shall be a third party beneficiary undersigned agrees that the execution of this Consent is not necessary for the continued validity and enforceability of the release herein provided. Each Guarantor hereby agrees that this Consent (i) does not impose on Transaction Documents, but is executed in order to induce Purchaser to enter into the Existing Agent affirmative obligations or indemnities to which it was not already subject, as of the date of its petition commencing its proceeding under chapter 11 of the Bankruptcy Code, and that could give rise to any administrative expense claims other than claims arising as a result of (x) the failure by Xxxxxx to perform any of its obligations hereunder or (y) any representation or warranty of Xxxxxx set forth herein not being true and correct on and as of the date hereof and on and as of the Effective Date and (ii) is not inconsistent with the terms of the Credit Agreement.

Consent of Guarantors. By signing this Consent, each Each of the undersigned is a Guarantor hereby consents to of the foregoing Agreement (including without limitation the amendments to the Credit Agreement contained therein), and confirms that (i) the obligations Obligations of the Borrower under the Credit Agreement as modified and hereby (a) consents to the foregoing Amendment, (b) acknowledges that (i) the Obligations have been increased by virtue of the Agreement (x) are guaranteed by the Guarantors as set forth in the Subsidiary Guaranty and (y) constitute Obligations, Additional Tranche B Term Loans and (ii) notwithstanding the effectiveness execution and delivery of the terms of the Agreementforegoing Amendment, the Subsidiary Guaranty and obligations of each of the Loan Documents undersigned Guarantors are not impaired or affected and all guaranties given to which it is a party is, the holders of Obligations and shall all Liens granted as security for the Obligations continue to be, in full force and effect effect, and are hereby ratified (c) confirms and confirmed ratifies its obligations under the Guaranty and Security Agreement and each other Loan Document executed by it. Capitalized terms used herein without definition shall have the meanings given to such terms in all respectsthe Amendment to which this Consent is attached or in the Credit Agreement referred to therein, as applicable. Each Guarantor of the undersigned hereby acknowledges and agrees to execute any documentation that the Real Property Transfers contemplated in the foregoing Amendment are being consummated at the request of the Borrower and to take such other actions as may reasonably be necessary to evidence at the resignation and appointmenttime of their formation, the Properties Group Parties, and in consenting and agreeing to the transfer of the Collateralforegoing Amendment, as described in the Agreement, in each case at the Borrower’s expense; provided that the Existing Agent shall bear no responsibility for any actions taken or omitted to be taken by the Successor Agent under this paragraph or under Section 1(a)(iv) of the Agreement. Each Guarantor hereby confirms, as of the Effective Date, that the Successor Agent becomes vested with all of the rights, powers, privileges and duties of the Administrative Agent under each Loan Document applicable to such Guarantor, and the Existing Agent is discharged from all of its duties and obligations as the Administrative Agent under each Loan Document applicable to such Guarantor. On and after the Effective Date, all possessory Collateral held by the Existing Agent for the benefit of the Lenders shall be deemed to be held by have relied upon (i) each Properties Group Party becoming a Guarantor and a Grantor under the Existing Agent as agent Guarantee and bailee for the Successor Agent for the benefit of the Lenders until such time as such possessory Collateral has been delivered to the Successor Agent. Notwithstanding anything herein to the contrary or the effectiveness of the terms hereof, each Guarantor agrees that all of such Liens granted by any Guarantor, shall in all respects be continuing and in effect and are hereby ratified and reaffirmed by each Guarantor. Without limiting the generality of the foregoing, any reference to the Existing Agent on any publicly filed document, to the extent such filing relates to the Liens and security interests in the Collateral assigned pursuant to the Security Agreement and until such filing is modified to reflect the interests of the Successor Agent, shall, with respect to such Liens and security interests, constitute a reference to the Existing Agent as collateral representative of the Successor Agent (provided, that the parties hereto agree that the Existing Agent’s role as such collateral representative shall impose no duties, obligations, Grantor or liabilities on the Existing AgentMortgagor under any other applicable Security Documents, including, without limitation, any duty to take any type of direction regarding any action to be taken against such Collateral other than the requirements Mortgages, (ii) the continuing validity, enforceability and first-priority of the Existing Agent security interest created by the existing Mortgages in the Real Estate subject thereto notwithstanding the transfer of fee ownership of any such Real Estate to consummate any Properties Group Party, (iii) the assignments effected hereby, whether such direction comes from Real Property Transfers being consummated subject to and subordinate to the Successor Agent, Mortgages and (iv) the Required Lenders, or otherwise and the Existing Agent shall have the full benefit non-release of the protective provisions Borrower from any of Section 9 (The Agents), including, without limitation, Section 9.7 (Indemnification), while serving in such capacity). Each Guarantor hereby represents and warrants on and as of the date hereof and on and as of the Effective Date that it is legally authorized to enter into and has duly executed and delivered this Consent. Without limiting its obligations in any way as Grantor or Mortgagor under any of the Loan Documents, each Guarantor reaffirms and acknowledges its obligations to the Successor Agent to the extent provided in any Loan Document applicable to it and that the delivery of any agreements, instruments or any other document and any other actions taken or to be taken to the extent required by and in accordance with any Loan Document applicable to it shall be to the satisfaction of Successor Agent notwithstanding whether any of the foregoing was or were previously satisfactory to the Existing Agent. Each Guarantor hereby unconditionally and irrevocably waives all claims, suits, debts, liens, losses, causes of action, demands, rights, damages or costs, or expenses of any kind, character or nature whatsoever, known or unknown, fixed or contingent, which any of them may have or claim to have against Xxxxxx (whether in its capacity as an agent, lender, hedging counterparty or otherwise) or its agents, employees, officers, affiliates, directors, representatives, attorneys, successors or assigns (collectively, the “Released Parties”) to the extent arising out of or in connection with the Loan Security Documents, including without limitation damages resulting from any prior or future failure to fund the Commitment of Xxxxxx thereunder (collectivelylimitation, the “Claims”). Each Guarantor further agrees forever to refrain from commencing, instituting or prosecuting any lawsuit, action or other proceeding against any Released Parties with respect to any and all of the foregoing described waived, released, acquitted and discharged Claims or from exercising any right of recoupment or setoff that it may have under a master netting agreement or otherwise against any Released Party with respect to Obligations under the Loan Documents. For the avoidance of doubt, it is acknowledged that the Commitment of Xxxxxx as a Lender under the Credit Agreement is not, and is not meant to be, terminated hereby. Each of the Released Parties shall be a third party beneficiary of the release herein provided. Each Guarantor hereby agrees that this Consent (i) does not impose on the Existing Agent affirmative obligations or indemnities to which it was not already subject, as of the date of its petition commencing its proceeding under chapter 11 of the Bankruptcy Code, and that could give rise to any administrative expense claims other than claims arising as a result of (x) the failure by Xxxxxx to perform any of its obligations hereunder or (y) any representation or warranty of Xxxxxx set forth herein not being true and correct on and as of the date hereof and on and as of the Effective Date and (ii) is not inconsistent with the terms of the Credit AgreementMortgages.

Consent of Guarantors. By signing this Consent, each Guarantor Reference is hereby consents made to the foregoing Agreement First Amendment to Loan Documents, dated as of September 21, 2019 (including without limitation the amendments to “Amendment”), by and among Xxxxxxx Risk Partners, LLC, a Delaware limited liability company (the Credit Agreement contained therein“Borrower”), for itself and its subsidiaries, Cadence Bank, N.A., a national banking association (“Cadence”), and confirms that the other lenders from time to time party to the Amendment (i) together with Cadence, a “Lender” and collectively the obligations of “Lenders”), and Cadence in its capacity as administrative agent and collateral agent for the Borrower under Lenders (in such capacity, the Credit “Agent”). Capitalized terms used but not defined herein shall have the meanings assigned thereto in the applicable Loan Agreement (as modified by the Agreement (x) are guaranteed by the Guarantors as set forth in the Subsidiary Guaranty and (y) constitute Obligations, and (ii) notwithstanding the effectiveness of the terms of the Agreement, the Subsidiary Guaranty and each of the Loan Documents to which it is a party is, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects. Each Guarantor agrees to execute any documentation and to take such other actions as may reasonably be necessary to evidence the resignation and appointment, and the transfer of the Collateral, as described in the Agreement, in each case at the Borrower’s expense; provided that the Existing Agent shall bear no responsibility for any actions taken or omitted to be taken by the Successor Agent under this paragraph or under Section 1(a)(iv) of the Agreement. Each Guarantor hereby confirms, as of the Effective Date, that the Successor Agent becomes vested with all of the rights, powers, privileges and duties of the Administrative Agent under each Loan Document applicable to such Guarantor, and the Existing Agent is discharged from all of its duties and obligations as the Administrative Agent under each Loan Document applicable to such Guarantor. On and after the Effective Date, all possessory Collateral held by the Existing Agent for the benefit of the Lenders shall be deemed to be held by the Existing Agent as agent and bailee for the Successor Agent for the benefit of the Lenders until such time as such possessory Collateral has been delivered to the Successor Agent. Notwithstanding anything herein to the contrary or the effectiveness of the terms hereof, each Guarantor agrees that all of such Liens granted by any Guarantor, shall in all respects be continuing and in effect and are hereby ratified and reaffirmed by each Guarantor. Without limiting the generality of the foregoing, any reference to the Existing Agent on any publicly filed document, to the extent such filing relates to the Liens and security interests in the Collateral assigned pursuant to the Agreement and until such filing is modified to reflect the interests of the Successor Agent, shall, with respect to such Liens and security interests, constitute a reference to the Existing Agent as collateral representative of the Successor Agent (provided, that the parties hereto agree that the Existing Agent’s role as such collateral representative shall impose no duties, obligations, or liabilities on the Existing Agent, including, without limitation, any duty to take any type of direction regarding any action to be taken against such Collateral other than the requirements of the Existing Agent to consummate the assignments effected hereby, whether such direction comes from the Successor Agent, the Required Lenders, or otherwise and the Existing Agent shall have the full benefit of the protective provisions of Section 9 (The Agents), including, without limitation, Section 9.7 (Indemnification), while serving in such capacityAmendment). Each Guarantor hereby represents of the undersigned (each, a “Guarantor”) consents to the terms and warrants on provisions of the Amendment and confirms and agrees that (a) such Guarantor’s obligations under the Continuing and Unconditional Guaranty dated as of March 13, 2019 in favor of Agent (the date hereof “Guaranty Agreement”) shall be unimpaired by the Amendment and on all such obligations are hereby reaffirmed, (b) such Guarantor’s obligations under the Third Amended and Restated Security Agreement dated as of March 13, 2019, as a Debtor, in favor of Agent (the Effective Date that it “Security Agreement”) shall be unimpaired by the Amendment and all such obligations are hereby reaffirmed, (c) such Guarantor’s obligations under the Second Amended and Restated Intellectual Property Security Agreement dated as of March 13, 2019, as a Debtor, in favor of Agent (the “IP Security Agreement”) shall be unimpaired by the Amendment and all such obligations are hereby reaffirmed, (d) such Guarantor’s obligations under the Third Amended and Restated Equity Pledge Agreement dated as of March 13, 2019, as a Pledgor, in favor of Agent (the “Equity Pledge Agreement”) shall be unimpaired by the Amendment and all such obligations are hereby reaffirmed, (e) neither this Consent nor the Amendment nor any of the other documents whose execution is legally authorized to enter into and has duly executed and delivered this Consent. Without limiting its obligations contemplated hereby or thereby shall constitute a novation or in any way under any impair the first priority of the Loan lien and security interest of the Security Agreement, IP Security Agreement or Equity Pledge Agreement or other Security Documents, each Guarantor reaffirms (f) that any and acknowledges its obligations to the Successor Agent to the extent provided in any Loan Document applicable to it and that the delivery of any agreements, instruments or any other document and any other actions taken or to be taken to the extent required by and in accordance with any Loan Document applicable to it shall be to the satisfaction of Successor Agent notwithstanding whether any of the foregoing was or were previously satisfactory to the Existing Agent. Each Guarantor hereby unconditionally and irrevocably waives all claims, suits, debts, liens, losses, causes of action, demands, rights, damages or costs, or expenses of any kind, character or nature whatsoever, known or unknown, fixed or contingent, which any of them may have or claim to have against Xxxxxx (whether in its capacity as an agent, lender, hedging counterparty or otherwise) or its agents, employees, officers, affiliates, directors, representatives, attorneys, successors or assigns (collectively, the “Released Parties”) to the extent arising out of or sums advanced in connection with the Loan DocumentsDocuments (as modified by the Amendment) shall be secured by the Security Documents with the same priority as the sums originally advanced under the Original Loan Agreement (as defined in the Amendment), including without limitation damages resulting from any prior or future failure to fund the Commitment of Xxxxxx thereunder (collectively, the “Claims”). Each Guarantor further agrees forever to refrain from commencing, instituting or prosecuting any lawsuit, action or other proceeding against any Released Parties with respect to any and all existing security interests of the foregoing described waivedAgent respecting all Collateral continue in full force and effect, released, acquitted and discharged Claims or from exercising any right of recoupment or setoff that it may have under a master netting agreement or otherwise against any Released Party with respect to Obligations under the Loan Documents. For the avoidance of doubt, it is acknowledged that the Commitment of Xxxxxx as a Lender under the Credit Agreement is not, and is not meant to be, terminated hereby. Each of the Released Parties shall be a third party beneficiary of the release herein provided. Each Guarantor hereby agrees that this Consent (ig) does not impose on the Existing Agent affirmative obligations or indemnities to which it was not already subject, as of the date of its petition commencing its proceeding under chapter 11 of hereof, such Guarantor has no defense, set-off, counterclaim or challenge against the Bankruptcy CodeGuaranty Agreement, and that could give rise to any administrative expense claims Security Documents or other than claims arising as a result of (x) the failure by Xxxxxx to perform Loan Documents or any of its obligations hereunder or thereunder, (yh) any representation or warranty the terms, conditions and covenants in the Guaranty Agreement, Security Agreement, IP Security Agreement, and Equity Pledge Agreement remain unaltered and in full force and effect, (i) the Obligations guaranteed by the Guaranty Agreement, as amended by the Amendment, are hereby ratified and confirmed, and (j) all representations and warranties of Xxxxxx such Guarantor set forth herein not being in the Guaranty Agreement and each of the Security Documents, respectively, are true and correct on and in all material respects as of the date hereof hereof, as if made on the date hereof, except in the case of any such representation and on warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct as of the Effective Date and (ii) is not inconsistent with the terms of the Credit Agreementsuch prior date.

Consent of Guarantors. By signing This Consent of Guarantors (this “Consent”) is delivered to Bison Capital Equity Partners II-A, L.P., a Delaware limited partnership and Bison Capital Equity Partners II-B, L.P., a Delaware limited partnership (collectively, “Purchaser”) with reference to that certain Securities Purchase Agreement dated as of March 31, 2008 by and between Purchaser and the Company, as amended by the First Amendment to Securities Purchase Agreement dated as of April 16, 2009, the Second Amendment to Securities Purchase Agreement dated February 12, 2010, the Third Amendment to Securities Purchase Agreement dated May 24, 2010, the Fourth Amendment to Securities Purchase Agreement dated September 17, 2010, the Fifth Amendment to Securities Purchase Agreement dated October 13, 2010 and the Sixth Amendment to Securities Purchase Agreement dated as of even date herewith (as otherwise amended, the “Securities Purchase Agreement”) among Subordinated Lender and The Center for Wound Healing, Inc., a Nevada corporation (the “Company”). Capitalized terms used in this Consent, each Guarantor and not otherwise defined, are used with the meanings set forth for those terms in the Securities Purchase Agreement. Each of the undersigned hereby (a) ratifies and reaffirms all of its obligations to Purchaser under the Transaction Documents to which it is a party, (b) consents to the foregoing execution and delivery by the Company of the Third Amendment To Waiver and Forbearance Agreement dated as of November 12, 2010 (including without limitation the amendments to the Credit Agreement contained therein“Agreement”), between Purchaser and confirms that (i) the obligations of the Borrower under the Credit Agreement as modified by the Agreement (x) are guaranteed by the Guarantors as set forth in the Subsidiary Guaranty and (y) constitute ObligationsCompany, and (iic) notwithstanding the effectiveness of the terms of the Agreement, the Subsidiary Guaranty and confirms that each of the Loan Transaction Documents to which it is a party is, and shall continue to be, remains in full force and effect and are hereby ratified and confirmed in all respects. Each Guarantor agrees to execute any documentation and to take such other actions as may reasonably be necessary to evidence the resignation and appointment, and the transfer of the Collateral, as described in the Agreement, in each case at the Borrower’s expense; provided that the Existing Agent shall bear no responsibility for any actions taken or omitted to be taken by the Successor Agent under this paragraph or under Section 1(a)(iv) of the Agreement. Each Guarantor hereby confirms, as of the Effective Date, that the Successor Agent becomes vested with all of the rights, powers, privileges and duties of the Administrative Agent under each Loan Document applicable to such Guarantor, and the Existing Agent is discharged from all of its duties and obligations as the Administrative Agent under each Loan Document applicable to such Guarantor. On and after the Effective Date, all possessory Collateral held by the Existing Agent for the benefit of the Lenders shall be deemed to be held by the Existing Agent as agent and bailee for the Successor Agent for the benefit of the Lenders until such time as such possessory Collateral has been delivered to the Successor Agent. Notwithstanding anything herein to the contrary or the effectiveness of the terms hereof, each Guarantor agrees that all of such Liens granted by any Guarantor, shall in all respects be continuing and in effect and are hereby ratified and reaffirmed by each Guarantor. Without limiting the generality of the foregoing, any reference to the Existing Agent on any publicly filed document, to the extent such filing relates to the Liens and security interests in the Collateral assigned pursuant to the Agreement and until such filing is modified to reflect the interests of the Successor Agent, shall, with respect to such Liens and security interests, constitute a reference to the Existing Agent as collateral representative of the Successor Agent (provided, that the parties hereto agree that the Existing Agent’s role as such collateral representative shall impose no duties, obligations, or liabilities on the Existing Agent, including, without limitation, any duty to take any type of direction regarding any action to be taken against such Collateral other than the requirements of the Existing Agent to consummate the assignments effected hereby, whether such direction comes from the Successor Agent, the Required Lenders, or otherwise and the Existing Agent shall have the full benefit of the protective provisions of Section 9 (The Agents), including, without limitation, Section 9.7 (Indemnification), while serving in such capacity). Each Guarantor hereby represents and warrants on and as of the date hereof and on and as of the Effective Date that it is legally authorized to enter into and has duly executed and delivered this Consent. Without limiting its obligations in any way under any of the Loan Documents, each Guarantor reaffirms and acknowledges its obligations to the Successor Agent to the extent provided in any Loan Document applicable to it and that the delivery of any agreements, instruments or any other document and any other actions taken or to be taken to the extent required by and in accordance with any Loan Document applicable to it shall be to the satisfaction of Successor Agent notwithstanding whether any of the foregoing was or were previously satisfactory to the Existing Agent. Each Guarantor hereby unconditionally and irrevocably waives all claims, suits, debts, liens, losses, causes of action, demands, rights, damages or costs, or expenses of any kind, character or nature whatsoever, known or unknown, fixed or contingent, which any of them may have or claim to have against Xxxxxx (whether in its capacity as an agent, lender, hedging counterparty or otherwise) or its agents, employees, officers, affiliates, directors, representatives, attorneys, successors or assigns (collectively, the “Released Parties”) to the extent arising out of or in connection with the Loan Documents, including without limitation damages resulting from any prior or future failure to fund the Commitment of Xxxxxx thereunder (collectively, the “Claims”). Each Guarantor further agrees forever to refrain from commencing, instituting or prosecuting any lawsuit, action or other proceeding against any Released Parties with respect to any and all of the foregoing described waived, released, acquitted and discharged Claims or from exercising any right of recoupment or setoff that it may have under a master netting agreement or otherwise against any Released Party with respect to Obligations under the Loan Documents. For the avoidance of doubt, it is acknowledged that the Commitment of Xxxxxx as a Lender under the Credit Agreement is not, and is not meant to be, terminated herebyeffect. Each of the Released Parties shall be a third party beneficiary undersigned agrees that the execution of this Consent is not necessary for the continued validity and enforceability of the release herein provided. Each Guarantor hereby agrees that this Consent (i) does not impose on Transaction Documents, but is executed in order to induce Purchaser to enter into the Existing Agent affirmative obligations or indemnities to which it was not already subject, as of the date of its petition commencing its proceeding under chapter 11 of the Bankruptcy Code, and that could give rise to any administrative expense claims other than claims arising as a result of (x) the failure by Xxxxxx to perform any of its obligations hereunder or (y) any representation or warranty of Xxxxxx set forth herein not being true and correct on and as of the date hereof and on and as of the Effective Date and (ii) is not inconsistent with the terms of the Credit Agreement.