ACKNOWLEDGMENT AND AGREEMENT OF GUARANTORS. By its signature below, each Guarantor (i) consents to the terms and execution of this Amendment; (ii) acknowledges that (x) all indebtedness arising under the Senior Credit Agreement, as amended hereby, constitutes indebtedness guarantied under each Guaranty (as defined in the Senior Credit Agreement) and secured by the Security Agreement (as defined in the Senior Credit Agreement), and (y) all indebtedness arising under the Subordinated Credit Agreement, as amended hereby, constitutes indebtedness guarantied under each Guaranty (as defined in the Subordinated Credit Agreement) and secured by the Security Agreement (as defined in the Subordinated Credit Agreement); (iii) reaffirms (x) all of its obligations to the Senior Lender pursuant to the terms of its Guaranty (as defined in the Senior Credit Agreement), the Security Agreement (as defined in the Senior Credit Agreement) and the other Loan Documents (as defined in the Senior Credit Agreement) to which it is a party, and (y) all of its obligations to the Subordinated Lender pursuant to the terms of its Guaranty (as defined in the Subordinated Credit Agreement), the Security Agreement (as defined in the Subordinated Credit Agreement) and the other Loan Documents (as defined in the Subordinated Credit Agreement) to which it is a party; and (iv) acknowledges that (x) the Senior Lender may amend, restate, extend, renew or otherwise modify the Senior Credit Agreement and any indebtedness or agreement of the Borrowers thereunder, or enter into any agreement or extend additional or other credit accommodations in connection therewith, without notifying or obtaining the consent of such Guarantor and without impairing the liability of such Guarantor under any Guaranty (as defined in the Senior Credit Agreement), the Security Agreement (as defined in the Senior Credit Agreement) or any other Loan Document (as defined in the Senior Credit Agreement) to which it is a party, and (y) the Subordinated Lender may amend, restate, extend, renew or otherwise modify the Subordinated Credit Agreement and any indebtedness or agreement of the Borrowers thereunder, or enter into any agreement or extend additional or other credit accommodations in connection therewith, without notifying or obtaining the consent of such Guarantor and without impairing the liability of such Guarantor under any Guaranty (as defined in the Subordinated Credit Agreement), the Security Agreement (as defined in the Subordinated Credit Agreement) or an...
ACKNOWLEDGMENT AND AGREEMENT OF GUARANTORS. The undersigned, a guarantor of the indebtedness of the Borrower, as defined above (the “Borrower”) to Wxxxx Fargo Business Credit, Inc. (the “Lender”) pursuant to a Guaranty dated as of February 6, 2004 (the “Guaranty”), hereby (i) acknowledges receipt of the foregoing Amendment; (ii) consents to the terms (including without limitation the release set forth in paragraph 8 of the Amendment) and execution thereof; (iii) reaffirms his or its obligations to the Lender pursuant to the terms of his or its Guaranty; and (iv) acknowledges that the Lender may amend, restate, extend, renew or otherwise modify the Credit Agreement and any indebtedness or agreement of the Borrower, or enter into any agreement or extend additional or other credit accommodations, without notifying or obtaining the consent of the undersigned and without impairing the liability of the undersigned under the Guaranty for all of the Borrower’s present and future indebtedness to the Lender. ZILA, INC., a Delaware corporation By /s/ Axxxxx X. Xxxxxxx Its /s/ Vice President Exhibit B to Credit and Security Agreement Compliance Certificate To: Wxxxx Fargo Business Credit, Inc. Date: , 2004 Subject: ZILA NUTRACEUTICALS, INC., an Arizona corporation, ZILA BIOTECHNOLOGY, INC., an Arizona corporation, ZILA PHARMACEUTICALS, INC., a Nevada corporation, ZXXX XXXX TECHNOLOGIES, INC., an Arizona corporation, OXYCAL LABORATORIES, INCORPORATED, an Arizona corporation Financial Statements In accordance with our Credit and Security Agreement dated as of ___, 2003 (the “Credit Agreement”), attached are the financial statements of ZILA NUTRACEUTICALS, INC., an Arizona corporation, ZILA BIOTECHNOLOGY, INC., an Arizona corporation, ZILA PHARMACEUTICALS, INC., a Nevada corporation, ZXXX XXXX TECHNOLOGIES, INC., an Arizona corporation, OXYCAL LABORATORIES, INCORPORATED, an Arizona corporation (collectively, jointly and severally the “Borrower”), as of and for ___, ___(the “Reporting Date”) and the year-to-date period then ended (the “Current Financials”). All terms used in this certificate have the meanings given in the Credit Agreement. I certify (as an officer of the Borrower, but not in my personal capacity) that the Current Financials have been prepared in accordance with GAAP, subject to year-end audit adjustments, and fairly present the Borrower’s financial condition and the results of its operations as of the date thereof.
ACKNOWLEDGMENT AND AGREEMENT OF GUARANTORS. Each of the undersigned, a guarantor of the indebtedness of Borrower to Lender pursuant to a separate Guaranty (each, a “Guaranty”), hereby (i) acknowledges receipt of the foregoing Agreement; (ii) consents to the terms (including without limitation the release set forth in Section 7 of the Agreement) and execution thereof; (iii) reaffirms its obligations to the Lender pursuant to the terms of its Guaranty; and (iv) acknowledges that the Lender may amend, restate, extend, renew or otherwise modify the Credit Agreement and any indebtedness or agreement of the Borrower, or enter into any agreement or extend additional or other credit accommodations, without notifying or obtaining the consent of any of the undersigned and without impairing its liability under its Guaranty for all of the Borrower’s present and future indebtedness to the Lender. 19TH AVENUE/XXXXXXXX LIMITED PARTNERSHIP By: Name: Xxxxx X. Xxxxxx Title: General Partner Exhibit B to Credit and Security Agreement COMPLIANCE CERTIFICATE To: Xxxxx Fargo Credit, Inc. Date: , 2013 Subject: Financial Statements In accordance with our Second Amended and Restated Credit and Security Agreement dated August 14, 2013, as amended from time to time (the “Credit Agreement”), attached are the financial statements of Xxxxxx International, Inc. and its Subsidiaries as of and for , 20 (the “Reporting Date”) and the year-to-date period then ended (the “Current Financials”). All terms used in this certificate have the meanings given in the Credit Agreement. I certify that the Current Financials have been prepared in accordance with GAAP, subject to year-end audit adjustments, and fairly present the Borrower’s financial condition as of the date thereof.
ACKNOWLEDGMENT AND AGREEMENT OF GUARANTORS. Each of the undersigned hereby (i) acknowledges receipt of the foregoing Forbearance Agreement and acknowledges and agrees that this Acknowledgement is executed by the undersigned in order to induce AgStar to enter into the Debt Settlement Agreement; (ii) consents and agrees to the terms of the Forbearance Agreement and the execution thereof; (iii) reaffirms the undersigned’s obligations to AgStar pursuant to the terms of the Guarantees (as defined in the Forbearance Agreement), (iv) acknowledges that AgStar may amend, restate, extend, renew or otherwise modify the Loan Documents (as defined in the Forbearance Agreement) and any indebtedness or agreement of HLBE, or enter into any agreement or extend additional or other credit accommodations, without notifying or obtaining the consent of the undersigned and without impairing the liability of the undersigned under the Guarantees for all of HLBE’s present and future indebtedness to AgStar; and (v) acknowledges to and agrees with AgStar that no events, conditions or circumstances have arisen or exist as of the date hereof which would give the undersigned the right to assert a defense, counterclaim and/or setoff to any claim by AgStar for the payment and performance of the obligations of each of such parties under the Guarantees, or to the extent that any such defense, counterclaim and/or setoff exist as of the date hereof, the same are hereby absolutely and forever waived and released. GUARANTORS: Dated: January 22, 2013 LAKEFIELD FARMERS ELEVATOR, LLC, a Minnesota limited liability company By: /s/ XXXXXX X. XXXXXXXX Its: President and Chief Manager Dated: January 22, 2013 HLBE PIPELINE COMPANY, LLC, a Minnesota limited liability company By: /s/ XXXXXX X. XXXXXXXX Its: President and Chief Manager
ACKNOWLEDGMENT AND AGREEMENT OF GUARANTORS. Each of the undersigned is a guarantor of the indebtedness of GameTech International, Inc., a Delaware corporation (the “Borrower”), in favor of U.S. Bank National Association, in its capacity as Agent (as defined in that certain Amended and Restated Loan Agreement dated as of June 15, 2011, among the Borrower, the several banks and other financial institutions from time to time party thereto as lenders, and the Agent, as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings given them in the Loan Agreement. Each of the undersigned hereby (a) acknowledges receipt of the foregoing Forbearance Agreement and Second Amendment to Amended and Restated Loan Agreement (the “Agreement”); (b) consents to the terms and execution thereof; (c) reaffirms all obligations to the Agent and the Lenders pursuant to the terms of the Guaranty and each other Loan Document to which it is a party; (d) acknowledges that the Loan Documents may be amended, restated, supplemented or otherwise modified from time to time without notifying or obtaining the consent of the undersigned and without impairing the liability of the undersigned under the Guaranty or any of the other Loan Documents to which it is a party; and (e) absolutely and unconditionally releases and forever discharges each Indemnified Party from any and all losses, claims, damages, penalties, judgments, liabilities, expenses, and demands or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise, which the undersigned has or claims to have, or may at any time have or claim to have against any such Person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of the Agreement, whether such claims, demands and causes of action are matured or unmatured, known or unknown, liquidated, fixed or contingent, or direct or indirect. GAMETECH ARIZONA CORPORATION By: _________________________________ Name: ____________________________ Title: ____________________________ GAMETECH CANADA CORPORATION By: _________________________________ Name: ____________________________ Title: ____________________________ GAMETECH MEXICO S. DE X.X. DE C.V. By: _________________________________ Name: ____________________________ Title: ___________________...
ACKNOWLEDGMENT AND AGREEMENT OF GUARANTORS. Each Guarantor acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that the Guaranty Agreement and the Collateral Documents to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, to the fullest extent possible the payment and performance of all Obligations, Guarantied Obligations (as defined in the applicable Guaranty Agreements) and Secured Obligations (as defined in the Collateral Documents), as the case may be, including, without limitation, the payment and performance of all Obligations of Borrower now or hereafter existing under or in respect of the Credit Agreement as amended by this Amendment and the Notes defined therein. Each Guarantor acknowledges and agrees that any of the Guaranty Agreements and the Collateral Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Guarantor represents and warrants that all representations and warranties contained in the Credit Agreement as amended by this Amendment and the Guaranty Agreements and the Collateral Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Eighth Amendment Effective Date to the same extent as though made on and as of that date except to the extent that such representations and warranties specifically relate to an earlier date, in which case they are true, correct and complete in all material respects as of such earlier date.
ACKNOWLEDGMENT AND AGREEMENT OF GUARANTORS. Each of the undersigned, a guarantor of the indebtedness of Capital Associates International, Inc. (the "Borrower") to the Lenders described in the foregoing Fourth Amendment (the "Lenders") pursuant to their separate Guaranties dated as of November 30, 1994 for each of the undersigned other than CAI Equipment Leasing V Corp., whose Guaranty is dated as of November 27, 1996 (each a "Guaranty"), hereby acknowledges receipt of the foregoing Fourth Amendment; (ii) consents to the terms (including without limitation the release set forth in paragraph 8 of the Fourth Amendment) and execution thereof; (iii) reaffirms its obligations to the Lenders pursuant to the terms of its Guaranty; and (iv) acknowledges that the Lenders may amend, restate, extend, renew or otherwise modify the Credit Agreement and any indebtedness or agreement of the Borrower, or enter into any agreement or extend additional or other credit accommodations, without notifying or obtaining the consent of the undersigned and without impairing the liability of the undersigned under its Guaranty for all of the Borrower's present and future indebtedness to the Lenders. CAPITAL ASSOCIATES, INC. By /s/Xxxxxxx X. XxXxxxx --------------------------------- Xxxxxxx X. XxXxxxx Its Senior Vice President CAI EQUIPMENT LEASING I CORP. By /s/Xxxxxxx X. XxXxxxx --------------------------------- Xxxxxxx X. XxXxxxx Its Senior Vice President CAI EQUIPMENT LEASING III CORP. By /s/Xxxxxxx X. XxXxxxx --------------------------------- Xxxxxxx X. XxXxxxx Its Senior Vice President CAI EQUIPMENT LEASING IV CORP. By /s/Xxxxxxx X. XxXxxxx --------------------------------- Xxxxxxx X. XxXxxxx Its Senior Vice President CAI PARTNERS MANAGEMENT COMPANY By /s/Xxxxxxx X. XxXxxxx --------------------------------- Xxxxxxx X. XxXxxxx Its Senior Vice President CAPITAL EQUIPMENT CORPORATION By /s/Xxxxxxx X. XxXxxxx --------------------------------- Xxxxxxx X. XxXxxxx Its Senior Vice President CAI LEASE SECURITIZATION I CORP. By /s/Xxxxxxx X. XxXxxxx --------------------------------- Xxxxxxx X. XxXxxxx Its Senior Vice President CAI EQUIPMENT LEASING V CORP. By /s/Xxxxxxx X. XxXxxxx --------------------------------- Xxxxxxx X. XxXxxxx Its Senior Vice President
ACKNOWLEDGMENT AND AGREEMENT OF GUARANTORS. Each of the Guarantors hereby (a) acknowledges receipt of a copy of this Amendment and consents to, and agrees to be bound by, the terms and conditions thereof; (b) acknowledges and agrees that all obligations of the Borrower under the Loan Agreement, as amended hereby, are included in the "Guaranteed Obligations," as such term is defined in the Guaranty, and are guaranteed by the Guaranty; and (c) acknowledges and agrees that the Guaranty, and the other Loan Documents to which it is a party, and its respective obligations thereunder, remain in full force and effect, without release, diminution or impairment, notwithstanding the execution and delivery of this Amendment or of any prior amendment to the Credit Agreement or any other Loan Document.
ACKNOWLEDGMENT AND AGREEMENT OF GUARANTORS. The undersigned, a guarantor of the indebtedness of Borrower to Lender pursuant to a separate Guaranty (the “Guaranty”), hereby (i) acknowledges receipt of the foregoing Agreement; (ii) consents to the terms (including without limitation the release set forth in Section 8.16 of the Agreement) and execution thereof; (iii) reaffirms its obligations to the Lender pursuant to the terms of its Guaranty; and (iv) acknowledges that the Lender may amend, restate, extend, renew or otherwise modify the Credit Agreement and any indebtedness or agreement of the Borrower, or enter into any agreement or extend additional or other credit accommodations, without notifying or obtaining the consent of any of the undersigned and without impairing its liability under its Guaranty for all of the Borrower’s present and future indebtedness to the Lender. 19TH AVENUE/XXXXXXXX LIMITED PARTNERSHIP By: Name: Xxxxx X. Xxxxxx Title: General Partner
ACKNOWLEDGMENT AND AGREEMENT OF GUARANTORS. The undersigned, a guarantor of the indebtedness of the Borrower, as defined above (the “Borrower”) to Wxxxx Fargo Business Credit, Inc. (the “Lender”) pursuant to a Guaranty dated as of February 6, 2004 (the “Guaranty”), hereby (i) acknowledges receipt of the foregoing Amendment; (ii) consents to the terms (including without limitation the release set forth in paragraph 7 of the Amendment) and execution thereof; (iii) reaffirms his or its obligations to the Lender pursuant to the terms of his or its Guaranty; and (iv) acknowledges that the Lender may amend, restate, extend, renew or otherwise modify the Credit Agreement and any indebtedness or agreement of the Borrower, or enter into any agreement or extend additional or other credit accommodations, without notifying or obtaining the consent of the undersigned and without impairing the liability of the undersigned under the Guaranty for all of the Borrower’s present and future indebtedness to the Lender. ZILA, INC., a Delaware corporation By: /s/ Axxxxx X. Xxxxxxx Vice President
