CONSENT AND AGREEMENT OF GUARANTORS. Each of Amcraft Building ----------------------------------- Products Co., Inc. and Mule-Hide Products Co., Inc. shall have executed the Consent and Agreement of Guarantors which is attached to and made a part of this Consent Agreement, in form and substance satisfactory to the Agent.
CONSENT AND AGREEMENT OF GUARANTORS. Each of the undersigned Guarantors executed a Continuing Guaranty (each, a "Guaranty") as described in the Credit Agreement dated as of October 26, 2004 (as amended from time to time, the "Credit Agreement") between WXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, and UNIVERSAL TECHNICAL INSTITUTE, INC., a Delaware corporation, dba UNIVERSAL TECHNICAL INSTITUTE OF DELAWARE Each of the undersigned Guarantors hereby consents and agrees to the modifications and all other matters contained in the foregoing Modification Agreement of even date herewith. UTI HOLDINGS, INC., an Arizona corporation By /s/ Jxxxxxxx X. Xxxxxx Name Jxxxxxxx X. Xxxxxx Its CFO UNIVERSAL TECHNICAL INSTITUTE OF ARIZONA, INC., a Delaware corporation By /s/ Jxxxxxxx X. Xxxxxx Name Jxxxxxxx X. Xxxxxx Its CFO U.T.I. OF ILLINOIS, INC., an Illinois corporation By /s/ Jxxxxxxx X. Xxxxxx Name Jxxxxxxx X. Xxxxxx Its CFO UNIVERSAL TECHNICAL INSTITUTE OF CALIFORNIA, INC., a California corporation By /s/ Jxxxxxxx X. Xxxxxx Name Jxxxxxxx X. Xxxxxx Its CFO UNIVERSAL TECHNICAL INSTITUTE OF NORTH CAROLINA, INC., a Delaware corporation By /s/ Jxxxxxxx X. Xxxxxx Name Jxxxxxxx X. Xxxxxx Its CFO UNIVERSAL TECHNICAL INSTITUTE OF TEXAS, INC., a Texas corporation By /s/ Jxxxxxxx X. Xxxxxx Name Jxxxxxxx X. Xxxxxx Its CFO UNIVERSAL TECHNICAL INSTITUTE OF PENNSYLVANIA, INC., a Delaware corporation By /s/ Jxxxxxxx X. Xxxxxx Name Jxxxxxxx X. Xxxxxx Its CFO UNIVERSAL TECHNICAL INSTITUTE OF MASSACHUSETTS, INC., a Delaware corporation By /s/ Jxxxxxxx X. Xxxxxx Name Jxxxxxxx X. Xxxxxx Its CFO CLINTON EDUCATION GROUP, INC., a Delaware corporation By /s/ Jxxxxxxx X. Xxxxxx Name Jxxxxxxx X. Xxxxxx Its CFO CUSTOM TRAINING GROUP, INC., a California corporation By /s/ Jxxxxxxx X. Xxxxxx Name Jxxxxxxx X. Xxxxxx Its CFO UNIVERSAL TECHNICAL INSTITUTE OF NORTHERN CALIFORNIA, INC., a California corporation By /s/ Jxxxxxxx X. Xxxxxx Name Jxxxxxxx X. Xxxxxx Its CFO UNIVERSAL TECHNICAL INSTITUTE OF PHOENIX, INC., a Delaware corporation By /s/ Jxxxxxxx X. Xxxxxx Name Jxxxxxxx X. Xxxxxx Its CFO GUARANTOR Dated as of October 26, 2007 EXHIBIT "D" COMPLIANCE CERTIFICATE FOR PERIOD ENDING _____________, 20___ ("Reporting Period") Wxxxx Fargo Bank, National Association MAC S4101-251 100 Xxxx Xxxxxxxxxx Xxxxxxx, Xxxxxxx 00000 Date: 1 Dear Ladies and Gentlemen: This Compliance Certificate refers to the Credit Agreement dated as of October 26, 2004 (as it may hereafter be amended, modified, extended or restated from time...
CONSENT AND AGREEMENT OF GUARANTORS. Each of Amcraft Building Products Co., Inc., Mule-Hide Manufacturing Co., Inc., Mule-Hide Products Co., Inc., Seven KH Aviation, LLC, Vande Hey Roof Tile Installation, Inc., and Vande Hey Raleigh Roof Tile Manufacturing, Inc. shall have executed the Consent and Agreement of Guarantors which is attached to and made a part of this Amendment.
CONSENT AND AGREEMENT OF GUARANTORS. Each of the undersigned, MPW Industrial Services, Ltd. and MPW Industrial, Sociedad de Responsibilidad Limitada de Capital Variable (the "Guarantors"), being a guarantor pursuant to the Subsidiary Guaranty dated as of October 20, 1999 in favor of Lenders (the "Guaranty") whereby each of Guarantors has guaranteed the payment and performance of Borrowers' obligations and indebtedness owed to Lenders, joins in the execution of this Amendment and hereby consents and agrees to the terms, conditions, execution and performance of the this Amendment. Each of Guarantors has read and understands all terms and provisions of the Guaranty, the Bank Documents and this Amendment, and agrees that all of the terms, covenants and conditions of, and the obligations of each of Guarantors under, the Guaranty shall continue in full force and effect and be binding upon Guarantors. Each of Guarantors represents and warrants that all representations and warranties contained in the Guaranty are true, correct and complete in all material respects on and as of the date hereof to the same extent as though made on and as of this date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each of Guarantors hereby reaffirms its liability to Lenders under the Guaranty and all other agreements and instruments executed by each of Guarantors for the benefit of Lenders in connection therewith. Each of Guarantors agrees that Administrative Agent, each Lender, LC Issuer and Documentation Agent have performed all of their obligations under the Bank Documents and that none of Administrative Agent, any Lender, LC Issuer or Documentation Agent is in default under any obligation any of them has or ever did have to either of Guarantors under the Guaranty or the other Bank Documents or any other agreement. Each of Guarantors acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, each of Guarantors is not required by the terms of the Guaranty or any other Bank Document to consent to the terms of this Amendment, and (ii) nothing in the Guaranty, this Amendment or any other Bank Document shall require, or be deemed to require, the consent of either of Guarantors to any future amendments to any Bank Document. GUARANTOR: GUARANTOR: MPW Industrial Services, Ltd. MPW Industrial, Sociedad de Responsibilida...
CONSENT AND AGREEMENT OF GUARANTORS. The undersigned Guarantors hereby acknowledge the terms and conditions of the foregoing Amended and Restated Credit and Security Agreement (the “Amended Credit Agreement”), consent to the Borrowers’ and Lender’s execution of the same and reaffirm the full force and effect of their Shareholder Guaranty dated March 14, 2006 as of the date stated above. Without limiting the generality of the foregoing, the undersigned Guarantors hereby absolutely, unconditionally guarantee (a) full and punctual payment of all sums owing under the Note by Borrowers, and (b) all obligations and indebtedness of the Borrowers arising under the Amended Credit Agreement. October , 2007 /s/ Xxxxxxx X. Xxxx XXXXXXX X. XXXX XXXXXXX XXXXXXX /s/ Xxxxxxx X. Xxxxxxx XXXXXXX X. XXXXXXX
CONSENT AND AGREEMENT OF GUARANTORS. Each of the undersigned, in its capacity as a Guarantor, acknowledges that its consent to the foregoing First Amendment to Credit Agreement and Waiver (the "Amendment") is not required, but each of the undersigned nevertheless does hereby consent to the foregoing Amendment and to the documents and agreements referred to therein. Nothing herein shall in any way limit any of the terms or provisions of the Guaranty of the undersigned or the Collateral Documents executed by the undersigned in the Agent's and the Lenders' favor, or any other Loan Document executed by the undersigned (as the same may be amended from time to time), all of which are hereby ratified and affirmed in all respects. GUARANTORS: EPS SOLUTIONS CORPORATION, as a Guarantor By: --------------------------------- Title: --------------------------------- By: --------------------------------- Title: --------------------------------- THE SUBSIDIARIES LISTED ON ANNEX I, as Guarantors By: --------------------------------- Title: ---------------------------------
CONSENT AND AGREEMENT OF GUARANTORS. As of the date and year first above written, each of the undersigned hereby:
CONSENT AND AGREEMENT OF GUARANTORS. The GUARANTORS hereby consent to the modifications contained in this AMENDMENT. Each GUARANTOR agrees to execute and deliver to the COLLATERAL AGENT: (a) an amendment and restatement of the GUARANTY of such GUARANTOR in the same form as the existing GUARANTY of such GUARANTOR but modified to clarify that the GUARANTOR is guarantying all of the obligations of the BORROWER under the CREDIT FACILITY as increased and modified pursuant to the terms of this AMENDMENT; and (b) an amendment and restatement of the GUARANTOR NOTE of such GUARANTOR in the same form as the existing GUARANTOR NOTE of such GUARANTOR but in the principal amount of One Hundred Twelve Million Dollars ($112,000,000.00). The BORROWER shall endorse to the order of the COLLATERAL AGENT each of the amended and restated promissory notes from the GUARANTORS.
CONSENT AND AGREEMENT OF GUARANTORS. THIS CONSENT AND AGREEMENT OF GUARANTORS (“Consent”) is executed and delivered as of August __, 2007, by the undersigned (the “Guarantors”), in favor of the “Lenders” under that certain Second Amended and Restated Credit Agreement dated October 6, 2006, among Lennar Corporation, the Lenders from time to time parties thereto and JPMorgan Chase Bank, N.A., in its capacity as Agent. Such Credit Agreement, as it has been and may be amended, modified or supplemented from time to time, is hereinafter referred to as the “Credit Agreement.” Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Credit Agreement.
CONSENT AND AGREEMENT OF GUARANTORS. Each Guarantor (a) consents to the modification of the Credit Agreement and all other matters in this Agreement; (b) reaffirms its Guarantee pursuant to the Credit Agreement and any other agreements, documents and instruments securing or otherwise relating to the Loan (as modified hereby) executed by such Guarantor, including, without limitation, any Collateral Documents executed by such Guarantor (collectively, the “Guarantor Documents”); (c) acknowledges that the Guarantor Documents continue in full force and effect, remain unchanged, except as specifically modified hereby, and are valid, binding and enforceable in accordance with their respective terms; (d) agrees that all references, if any, in the Guarantor Documents to any of the Loan Documents are modified to refer to those documents as modified hereby; and (e) agrees that it has no offset, defense or counterclaim to the enforcement against it of the provisions of the Guarantor Documents.
