Common use of ACKNOWLEDGMENT AND CONSENT BY GUARANTORS Clause in Contracts

ACKNOWLEDGMENT AND CONSENT BY GUARANTORS. Each of the undersigned hereby (i) acknowledges the accuracy of the Recitals in the foregoing Amendment, (ii) consents to the modification of the Credit Agreement and the other Loan Documents and to all other matters in the foregoing Amendment, (iii) reaffirms the respective Guaranty Agreement executed by the undersigned and any other agreements, documents and instruments securing or otherwise related thereto (collectively, the “Guarantor Documents”), (iv) acknowledges that the Guarantor Documents continue in full force and effect, remain unchanged, are valid, binding and enforceable in accordance with their respective terms and guaranty or secure, as the case may be, the Obligations under the Credit Agreement, (v) agrees that all references, if any, in the Guarantor Documents to the Credit Agreement and the other Loan Documents are modified to refer to those documents as modified by the Amendment, and (vi) agrees to be bound by the release of the Agents and the Lenders as set forth in the Amendment. Without limiting the foregoing, each US Facility Guarantor acknowledges and agrees that all Collateral pledged by it pursuant to any Collateral Document secures the Obligations. The undersigned Guarantors hereby certify to the Lenders that, as of the date of the Amendment and as of the Effective Date (after giving effect to the Amendment), all of the Guarantors’ representations and warranties contained in each of the Loan Documents are true, accurate and complete, and no “Default” or “Event of Default” exists under (and as defined in) the Credit Agreement or any of the Loan Documents. Without limiting the generality of the foregoing, each Guarantor represents and warrants that (i) the execution and delivery of this Acknowledgement and Consent by Guarantors has been authorized by all necessary action on the part of such Guarantor, (ii) the person executing this Acknowledgement and Consent by Guarantors on behalf of such Guarantor is duly authorized to do so, and (iii) this Acknowledgement and Consent by Guarantors constitutes the legal, valid, binding and enforceable obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. All capitalized terms above not otherwise defined have the meanings given them in the foregoing Amendment. ALLIED MOTION CONTROL CORPORATION By: Name: Xxxxx X. Xxxxxxxxxx Title: Secretary COMPUTER OPTICAL PRODUCTS, INC. By: Name: Xxxxx X. Xxxxxxxxxx Title: Secretary [Sixth Amendment to Credit Agreement (Acknowledgment and Consent by Guarantors)] EMOTEQ CORPORATION By: Name: Xxxxx X. Xxxxxxxxxx Title: Secretary MOTOR PRODUCTS CORPORATION By: Name: Xxxxx X. Xxxxxxxxxx Title: Secretary AMOT I, INC. By: Name: Xxxxx X. Xxxxxxxxxx Title: Secretary AMOT II, INC. By: Name: Xxxxx X. Xxxxxxxxxx Title: Secretary AMOT III, INC. By: Name: Xxxxx X. Xxxxxxxxxx Title: Secretary STATURE ELECTRIC, INC. By: Name: Xxxxx X. Xxxxxxxxxx Title: Secretary [Sixth Amendment to Credit Agreement (Acknowledgment and Consent by Guarantors)] PRECISION MOTOR TECHNOLOGY B.V. By: Name: Xxxxxxx X. Xxxxx Title: Director ÖSTERGRENS ELMOTOR AB By: Name: Xxxxx X. Xxxxxxxxxx Title: Authorized Representative [Sixth Amendment to Credit Agreement (Acknowledgment and Consent by Guarantors)]

ACKNOWLEDGMENT AND CONSENT BY GUARANTORS. Each of the undersigned hereby (i) acknowledges the accuracy of the Recitals in the foregoing Amendment, (ii) consents to the modification of the Credit Agreement and the other Loan Documents and to all other matters in the foregoing Amendment, (iii) reaffirms the respective Guaranty Agreement executed by the undersigned and any other agreements, documents and instruments securing or otherwise related thereto (collectively, the “Guarantor Documents”), (iv) acknowledges that the Guarantor Documents continue in full force and effect, remain unchangedunchanged (except as specifically modified by the Amendment), are valid, binding and enforceable in accordance with their respective terms and guaranty or secure, as the case may be, the Obligations under the Credit AgreementAgreement as increased or otherwise changed pursuant to the Amendment , (v) agrees that all references, if any, in the Guarantor Documents to the Credit Agreement and the other Loan Documents are modified to refer to those documents as modified by the Amendment, and (vi) agrees to be bound by the release of the Agents and the Lenders as set forth in the Amendment. Without limiting the foregoing, each US Facility Guarantor acknowledges and agrees that all Collateral pledged by it pursuant to any Collateral Document secures the ObligationsObligations as such term is amended herein. The undersigned Guarantors hereby certify to the Lenders that, as of the date of the Amendment and as of the Effective Date (after giving effect to the Amendment), all of the Guarantors’ representations and warranties contained in each of the Loan Documents are true, accurate and complete, and no “Default” or “Event of Default” exists under (and as defined in) the Credit Agreement or any of the Loan Documents. Without limiting the generality of the foregoing, each Guarantor represents and warrants that (i) the execution and delivery of this Acknowledgement and Consent by Guarantors has been authorized by all necessary action on the part of such Guarantor, (ii) the person executing this Acknowledgement and Consent by Guarantors on behalf of such Guarantor is duly authorized to do so, and (iii) this Acknowledgement and Consent by Guarantors constitutes the legal, valid, binding and enforceable obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. All capitalized terms above not otherwise defined have the meanings given them in the foregoing Amendment. ALLIED MOTION CONTROL CORPORATION By: Name: Xxxxx X. Xxxxxxxxxx Title: Secretary COMPUTER OPTICAL PRODUCTS, INC. By: Name: Xxxxx X. Xxxxxxxxxx Title: Secretary [Sixth Amendment to Credit Agreement (Acknowledgment and Consent by Guarantors)] EMOTEQ CORPORATION By: Name: Xxxxx X. Xxxxxxxxxx Title: Secretary MOTOR PRODUCTS CORPORATION By: Name: Xxxxx X. Xxxxxxxxxx Title: Secretary AMOT I, INC. By: Name: Xxxxx X. Xxxxxxxxxx Title: Secretary AMOT II, INC. By: Name: Xxxxx X. Xxxxxxxxxx Title: Secretary AMOT III, INC. By: Name: Xxxxx X. Xxxxxxxxxx Title: Secretary STATURE ELECTRIC, INC. By: Name: Xxxxx X. Xxxxxxxxxx Title: Secretary [Sixth Amendment to Credit Agreement (Acknowledgment and Consent by Guarantors)] PRECISION MOTOR TECHNOLOGY B.V. By: Name: Xxxxxxx X. Xxxxx Title: Director ÖSTERGRENS ELMOTOR AB By: Name: Xxxxx X. Xxxxxxxxxx Title: Authorized Representative EXHIBIT A CLOSING DOCUMENTS CHECKLIST [Sixth Amendment to Credit Agreement (Acknowledgment and Consent by Guarantors)See attached]

ACKNOWLEDGMENT AND CONSENT BY GUARANTORS. Each of the undersigned hereby (i) acknowledges the accuracy of the Recitals in the foregoing Amendment, (ii) consents to the modification of the Credit Agreement and the other Loan Documents and to all other matters in the foregoing Amendment, (iii) reaffirms the respective Guaranty Agreement executed by the undersigned and any other agreements, documents and instruments securing or otherwise related thereto (collectively, the “Guarantor Documents”), (iv) acknowledges that the Guarantor Documents continue in full force and effect, remain unchangedunchanged (except as specifically modified by the Amendment), are valid, binding and enforceable in accordance with their respective terms and guaranty or secure, as the case may be, the Obligations under the Credit AgreementAgreement as increased or otherwise changed pursuant to the Amendment , (v) agrees that all references, if any, in the Guarantor Documents to the Credit Agreement and the other Loan Documents are modified to refer to those documents as modified by the Amendment, and (vi) agrees to be bound by the release of the Agents and the Lenders as set forth in the Amendment. Without limiting the foregoing, each US Facility Guarantor acknowledges and agrees that all Collateral pledged by it pursuant to any Collateral Document secures the Obligations. The undersigned Guarantors hereby certify to the Lenders that, as of the date of the Amendment and as of the Effective Date (after giving effect to the Amendment), all of the Guarantors’ representations and warranties contained in each of the Loan Documents are true, accurate and complete, and no “Default” or “Event of Default” exists under (and as defined in) the Credit Agreement or any of the Loan Documents. Without limiting the generality of the foregoing, each Guarantor represents and warrants that (i) the execution and delivery of this Acknowledgement and Consent by Guarantors has been authorized by all necessary action on the part of such Guarantor, (ii) the person executing this Acknowledgement and Consent by Guarantors on behalf of such Guarantor is duly authorized to do so, and (iii) this Acknowledgement and Consent by Guarantors constitutes the legal, valid, binding and enforceable obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. All capitalized terms above not otherwise defined have the meanings given them in the foregoing Consent and Amendment. ALLIED MOTION CONTROL CORPORATION By: Name: Xxxxx X. Xxxxxxxxxx Title: Secretary COMPUTER OPTICAL PRODUCTS, INC. By: Name: Xxxxx X. Xxxxxxxxxx Title: Secretary [Sixth Amendment to Credit Agreement (Acknowledgment and Consent by Guarantors)] EMOTEQ CORPORATION By: Name: Xxxxx X. Xxxxxxxxxx Title: Secretary MOTOR PRODUCTS CORPORATION By: Name: Xxxxx X. Xxxxxxxxxx Title: Secretary AMOT I, INC. By: Name: Xxxxx X. Xxxxxxxxxx Title: Secretary AMOT II, INC. By: Name: Xxxxx X. Xxxxxxxxxx Title: Secretary AMOT III, INC. By: Name: Xxxxx X. Xxxxxxxxxx Title: Secretary STATURE ELECTRIC, INC. By: Name: Xxxxx X. Xxxxxxxxxx Title: Secretary [Sixth Amendment to Credit Agreement (Acknowledgment and Consent by Guarantors)] PRECISION MOTOR TECHNOLOGY B.V. By: Name: Xxxxxxx X. Xxxxx Title: Director ÖSTERGRENS ELMOTOR AB By: Name: Xxxxx X. Xxxxxxxxxx Title: Authorized Representative SCHEDULE 3.01 SUBSIDIARIES [Sixth Amendment to Credit Agreement (Acknowledgment and Consent by Guarantors)See attached] EXHIBIT A CLOSING DOCUMENTS CHECKLIST [See attached]

ACKNOWLEDGMENT AND CONSENT BY GUARANTORS. Each of the undersigned hereby (i) acknowledges the accuracy of the Recitals in the foregoing Amendment, (ii) consents to the modification of the Credit Agreement and the other Loan Documents and to all other matters in the foregoing Amendment, (iii) reaffirms the respective Guaranty Agreement executed by the undersigned and any other agreements, documents and instruments securing or otherwise related thereto (collectively, the “Guarantor Documents”), (iv) acknowledges that the Guarantor Documents continue in full force and effect, remain unchanged, are valid, binding and enforceable in accordance with their respective terms and guaranty or secure, as the case may be, the Obligations under the Credit Agreement, (v) agrees that all references, if any, in the Guarantor Documents to the Credit Agreement and the other Loan Documents are modified to refer to those documents as modified by the Amendment, and (vi) agrees to be bound by the release of the Agents and the Lenders as set forth in the Amendment. Without limiting the foregoing, each US Facility Guarantor acknowledges and agrees that all Collateral pledged by it pursuant to any Collateral Document secures the Obligations. The undersigned Guarantors hereby certify to the Lenders that, as of the date of the Amendment and as of the Effective Date (after giving effect to the Amendment), all of the Guarantors’ representations and warranties contained in each of the Loan Documents are true, accurate and complete, and no “Default” or “Event of Default” exists under (and as defined in) the Credit Agreement or any of the Loan Documents. Without limiting the generality of the foregoing, each Guarantor represents and warrants that (i) the execution and delivery of this Acknowledgement and Consent by Guarantors has been authorized by all necessary action on the part of such Guarantor, (ii) the person executing this Acknowledgement and Consent by Guarantors on behalf of such Guarantor is duly authorized to do so, and (iii) this Acknowledgement and Consent by Guarantors constitutes the legal, valid, binding and enforceable obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. All capitalized terms above not otherwise defined have the meanings given them in the foregoing Amendment. ALLIED MOTION CONTROL CORPORATION By: Name: Xxxxx X. Xxxxxxxxxx Title: Secretary COMPUTER OPTICAL PRODUCTS, INC. By: Name: Xxxxx X. Xxxxxxxxxx Title: Secretary [Sixth Seventh Amendment to Credit Agreement (Acknowledgment and Consent by Guarantors)] EMOTEQ CORPORATION By: Name: Xxxxx X. Xxxxxxxxxx Title: Secretary MOTOR PRODUCTS CORPORATION By: Name: Xxxxx X. Xxxxxxxxxx Title: Secretary AMOT I, INC. By: Name: Xxxxx X. Xxxxxxxxxx Title: Secretary AMOT II, INC. By: Name: Xxxxx X. Xxxxxxxxxx Title: Secretary AMOT III, INC. By: Name: Xxxxx X. Xxxxxxxxxx Title: Secretary STATURE ELECTRIC, INC. By: Name: Xxxxx X. Xxxxxxxxxx Title: Secretary [Sixth Seventh Amendment to Credit Agreement (Acknowledgment and Consent by Guarantors)] PRECISION MOTOR TECHNOLOGY B.V. By: Name: Xxxxxxx X. Xxxxx Title: Director ÖSTERGRENS ELMOTOR AB By: Name: Xxxxx X. Xxxxxxxxxx Title: Authorized Representative [Sixth Seventh Amendment to Credit Agreement (Acknowledgment and Consent by Guarantors)] SCHEDULE 3.01 SUBSIDIARIES [See attached]