GUARANTOR'S ACKNOWLEDGEMENT. The Guarantor warrants, acknowledges and confirms to the Beneficiary that it has not entered into this Deed of Guarantee in reliance upon, nor has it been induced to enter into this Deed of Guarantee by any representation, warranty or undertaking made by or on behalf of the Beneficiary (whether express or implied and whether pursuant to statute or otherwise) which is not set out in this Deed of Guarantee.
GUARANTOR'S ACKNOWLEDGEMENT. The Guarantor warrants, acknowledges and confirms to the Buyer that it has not entered into this Deed of Guarantee in reliance upon the Buyer nor been induced to enter into this Deed of Guarantee by any representation, warranty or undertaking made by, or on behalf of the Buyer, (whether express or implied and whether following statute or otherwise) which is not in this Deed of Guarantee ASSIGNMENT The Buyer will be entitled to assign or transfer the benefit of this Deed of Guarantee at any time to any person without the consent of the Guarantor being required and any such assignment or transfer will not release the Guarantor from its liability under this Guarantee. The Guarantor may not assign or transfer any of its rights or obligations under this Deed of Guarantee.
GUARANTOR'S ACKNOWLEDGEMENT. The undersigned, each a guarantor of the “Obligations” of UNIFI, INC., a New York corporation (“Parent”), UNIFI MANUFACTURING, INC., a North Carolina corporation (“Unifi Manufacturing”; Unifi Manufacturing and Parent are herein collectively called the “Borrowers” and each individually a “Borrower”), under and as defined in that certain Credit Agreement dated as of May 24, 2012 (as amended or modified from time to time, collectively, the “Credit Agreement”) among Borrowers, the lenders party thereto (the “Lenders”), and XXXXX FARGO BANK, N.A., as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Agent”), sole bookrunner and lead arranger, hereby (a) acknowledges receipt of the foregoing First Amendment to Credit Agreement dated as of December 27, 2012 among Borrowers, the Lenders party thereto and Agent (the “Amendment”); (b) consents to the terms and execution thereof; (c) reaffirms its obligations pursuant to the terms of that certain Guaranty and Security Agreement dated as of May 24, 2012 executed by the undersigned in favor of Agent (the “Guaranty”); and (d) acknowledges that Agent and the Lenders may amend, restate, extend, renew or otherwise modify the Credit Agreement and any indebtedness or agreement of Borrowers, or enter into any agreement or extend additional or other credit accommodations to Borrowers, without notifying or obtaining the consent of the undersigned and without impairing the liability of the undersigned under the Guaranty for Borrowers’ present and future Obligations. SPANCO INTERNATIONAL, INC., a North Carolina corporation By: /s/ XXXXXXX X. XXXXX Name: Xxxxxxx X. XxXxx Title: Vice President and Secretary UNIFI SALES & DISTRIBUTION, INC., a North Carolina corporation By: /s/ XXXXXXX X. XXXXX Name: Xxxxxxx X. XxXxx Title: Vice President and Secretary UNIFI EQUIPMENT LEASING, LLC, a North Carolina limited liability company By: /s/ XXXXXXX X. XXXXX Name: Xxxxxxx X. XxXxx Title: Vice President and Secretary
GUARANTOR'S ACKNOWLEDGEMENT. Each of the undersigned Guarantors hereby (a) acknowledges and consents to the foregoing Amendment and the Company's execution thereof; (b) joins the foregoing Amendment; (c) ratifies and confirms all of their respective obligations and liabilities under the Financing Agreements to which any of them is a party and ratifies and confirms that such obligations and liabilities extend to and continue in effect with respect to, and continue to guarantee and secure, as applicable, the Obligations under the Securities Purchase Agreement and other Financing Agreements; (d) acknowledges and confirms that the liens and security interests granted pursuant to the Security Documents are and continue to be valid and perfected first priority liens and security interests that secure all of the Obligations on and after the date hereof; and (e) acknowledges, affirms and agrees that, as of the date hereof, such Guarantor does not have any defense, claim, cause of action, counterclaim, offset or right of recoupment of any kind or nature against any of their respective obligations, indebtedness or liabilities to the Collateral Agent or any Holder. DB1/63714055.2 ABR ADVISORS, INC. XXXX X. XXXXXX & ASSOCIATES, INC. ALASKA PENSION SERVICES, LTD. ASSET PRESERVATION CORP. BENEFIT DYNAMICS, INC. BENEFIT MANAGEMENT INC. BPI/PPA, INC. CALIFORNIA INVESTMENT ANNUITY SALES, INC. CIRCLE PENSION, INC. COMPLETE INVESTMENT MANAGEMENT, INC. OF PHILADELPHIA HADDON STRATEGIC ALLIANCES, INC. LAMORIELLO & CO., INC. NATIONAL ACTUARIAL PENSION SERVICES, INC. NATIONAL ASSOCIATES, INC., N.W. PENSION ADMINISTRATION SERVICES, INC. PENSION TECHNICAL SERVICES, INC. (d/b/a REPTECH CORP.) PENTEC, INC. PENTEC CAPITAL MANAGEMENT, INC. SOUTHEASTERN PENSION SERVICES, INC. XXXXXXX X. XXXXX & ASSOCIATES, INC. THE PENSION ALLIANCE, INC. THE PENSION GROUP, INC. VEBA ADMINISTRATORS, INC. VALLEY FORGE ENTERPRISES, LTD. V.F. ASSOCIATES, INC. VF INVESTMENT SERVICES CORP. VALLEY FORGE CONSULTING CORPORATION By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: CEO DB1/63714055.2
GUARANTOR'S ACKNOWLEDGEMENT. Borrower, on behalf of each Guarantor, hereby acknowledges and consents to the supplement of the Guaranty and the Security Agreement by this Agreement, and confirms the Obligations of each Guarantor under the Guaranty, as so supplemented, remain in full force and effect.
GUARANTOR'S ACKNOWLEDGEMENT. The undersigned, a guarantor of the Obligations of THE XXXXX GROUP, INC., a Tennessee corporation (“Xxxxx”), CANDLEWICK YARNS, LLC, an Alabama limited liability company (“Candlewick”), FABRICA INTERNATIONAL, INC., a California corporation (“Fabrica”), TDG OPERATIONS, LLC, a Georgia limited liability company, formerly known as Masland Carpets, LLC (“TDG”; together with Xxxxx, Candlewick and Fabrica, are referred to hereinafter each individually as a “Borrower”, and collectively, the “Borrowers”), under and as defined in that certain Credit Agreement, dated as of September 13, 2011, as amended by the First Amendment to Credit Agreement, dated as of November 2, 2012, the Second Amendment to Credit Agreement, dated as of April 1, 2013, the Third Amendment to Credit Agreement, dated as of May 22, 2013, the Fourth Amendment to Credit Agreement, dated as of July 1, 2013, the Fifth Amendment to Credit Agreement, dated as of July 30, 2013, the Sixth Amendment to Credit Agreement dated as of August 30, 2013, the Seventh Amendment to Credit Agreement dated as of January 20, 2014, and the Eighth Amendment (the “Eighth Amendment”), dated as of the date hereof (as amended, restated, supplemented, or otherwise modified prior to the date hereof, the “Credit Agreement”) among the Borrowers, the lenders party thereto (the “Lenders”), XXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Agent”), hereby (a) acknowledges receipt of the foregoing Eighth Amendment; (b) consents to the terms thereof and the execution thereof by the Borrowers; (c) reaffirms its obligations pursuant to the terms of the Guaranty Agreement, dated as of September 13, 2011, by the undersigned in favor of Agent and Lenders (the “Guaranty”); and (d) acknowledges that Agent and the Lenders may amend, restate, extend, renew or otherwise modify the Credit Agreement and any indebtedness or agreement of the Borrowers, or enter into any agreement or extend additional or other credit accommodations to the Borrowers, without notifying or obtaining the consent of the undersigned and without impairing the liability of the undersigned under the Guaranty for the Borrowers’ present and future Obligations. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement. C-KNIT APPAREL, INC. By: By:/s/ Xxx X. Faulkner...
GUARANTOR'S ACKNOWLEDGEMENT. By signing below, each of the Guarantors (i) acknowledges and consents to the execution, delivery and performance by the Borrower of this First Amendment, (ii) agrees that its obligations in respect of its Guaranty Agreement are not released, modified, impaired or affected in any manner by this First Amendment or any of the provisions contemplated herein, and (iii) acknowledges that it has no claims or offsets against, or defenses or counterclaims to, its Guaranty Agreement.
GUARANTOR'S ACKNOWLEDGEMENT. By signing below, each Guarantor (i) acknowledges, consents and agrees to the execution, delivery and performance by Company of this Third Amendment, (ii) acknowledges and agrees that its obligations in respect of its Guaranty Agreement and Subordination Agreement are not released, diminished, waived, modified, impaired or affected in any manner by this Third Amendment or any of the provisions contemplated herein, (iii) ratifies and confirms its obligations under its Guaranty Agreement and Subordination Agreement, and (iv) acknowledges and agrees that it has no claim or offsets against, or defenses or counterclaims to, its Guaranty Agreement and Subordination Agreement.
GUARANTOR'S ACKNOWLEDGEMENT. Guarantors each hereby acknowledge and consent to the terms, conditions and provisions of this Amendment and to the transactions contemplated hereby. Xxxx Micro Canada hereby reaffirms its obligations under its Guarantee, dated as of May 14, 2001, and agrees that it is and shall remain responsible for the Obligations of Borrowers under the Loan Agreement as amended by this Amendment. Mexico Shareholder hereby reaffirms its obligations under its Guarantee, dated as of October 9, 2003, and agrees that it is and shall remain responsible for the Obligations of Borrowers under the Loan Agreement as amended by this Amendment.
GUARANTOR'S ACKNOWLEDGEMENT. By signing below, each Guarantor (a) consents and agrees to the execution and delivery of this Agreement, (b) ratifies and confirms its obligations under the Loan Documents to which it is a party, (c) acknowledges and agrees that its obligations under the Loan Documents to which it is a party are not released, diminished, impaired, reduced or otherwise adversely affected by this Agreement, and (d) acknowledges and agrees that it has no claims or offsets against or defenses or counterclaims to, its obligations under the Loan Documents to which it is a party.
