CONSENT AND AGREEMENT OF GUARANTOR Sample Clauses

CONSENT AND AGREEMENT OF GUARANTOR. As a condition precedent to the obligations of Lender hereunder and the effectiveness hereof, Borrower agrees to provide to Lender concurrently with the execution and delivery of this Modification, a fully executed Consent and Agreement of Guarantor in form and substance acceptable to Lender in its sole and absolute discretion.
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CONSENT AND AGREEMENT OF GUARANTOR. This Consent And Agreement of Guarantor is executed by the undersigned Xxxxxx Xxxxx Xxxxxxxx (the “Guarantor”) with respect to the foregoing Forbearance Agreement No. 2 dated as of July 15, 2005 (the “7/15/05 Agreement”). Except as expressly stated otherwise herein, terms defined in the 7/15/05 Agreement will have the same meanings when used in this Consent And Agreement Of Guarantor. Guarantor has executed and delivered a secured unconditional guaranty of payment and performance for the benefit of GECC dated November 6, 2003, with respect to the Borrower (the “Guaranty”). Guarantor acknowledges (i) receiving and reading the 7/15/05 Agreement, (ii) the accuracy of the Recitals in the 7/15/05 Agreement, and (iii) the effectiveness, validity and enforceability of (A) the Guaranty, (B) Guarantor’s grant of a security interest and lien to GECC in all of the property described in the Guaranty and in the Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated November 6, 2003, and (C) any other agreements, documents, or instruments securing or otherwise relating to the Guaranty previously executed and delivered by Guarantor (including, without limitation, any arbitration provision and any environmental certification and indemnity agreement). The Guaranty and all such agreements, documents, and instruments executed and delivered in connection therewith are referred to individually and collectively as the “Guaranty Documents”. Guarantor consents to the agreement among Borrower, Parent, and GECC and all other matters stated in the 7/15/05 Agreement. Guarantor fully, finally, and forever releases and discharges GECC and its predecessors, successors, assigns, directors, officers, employees, attorneys, agents, representatives, and affiliates, from any and all actions, causes of action, claims, debts, demands, liabilities, obligations, and suits of whatever kind or nature, in law or equity, that Guarantor has or in the future may have, whether known or unknown (i) regarding the Loan, the GECC Documents, the 7/15/05 Agreement, the Guaranty Documents, or the actions or omissions of GECC relating to the Loan, the GECC Documents, the 7/15/05 Agreement, or the Guaranty Documents, and (ii) arising from events occurring prior to the date hereof. Guarantor agrees that all references in the Guaranty Documents, if any, to the Loan Agreement and any and all documents executed and/or delivered in relation to the Loan Agreement will be deemed to refer...
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CONSENT AND AGREEMENT OF GUARANTOR. As a condition precedent to the obligations of Lender hereunder and the effectiveness hereof, Borrower agrees to provide to Lender concurrently with the execution and delivery of this Modification, (i) a Consent and Agreement of Guarantor and Joinder executed by Guarantor, (ii) a Guaranty Agreement executed by Additional Guarantor and (iii) a certified resolution of the board of directors of Additional Guarantor authorizing Additional Guarantor's unconditional guarantee of the obligations of Borrower under the Loan and the Loan Documents and designating the person or persons authorized to sign documents on behalf of Additional Guarantor to effectuate the foregoing, each in form and substance acceptable to Lender in its sole and absolute discretion.
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CONSENT AND AGREEMENT OF GUARANTOR. With respect to the SECOND LOAN MODIFICATION AGREEMENT dated as of March 13, 2024 (the “Agreement”) between REDWOOD MORTGAGE INVESTORS IX, LLC, a Delaware limited liability company (“Borrower”), WESTERN ALLIANCE BANK, an Arizona corporation (“Lender”), the undersigned (“Guarantor”) agrees for the benefit of Xxxxxx as follows:
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CONSENT AND AGREEMENT OF GUARANTOR. This Consent and Agreement of Guarantor is executed by the undersigned Xxxxxx Xxxxx Xxxxxxxx (the “Guarantor”) with respect to the foregoing Amendment No. 1 To Restructuring Agreement dated April 29, 2005 (the “4/29/05 Amendment”). Except as expressly stated otherwise herein, terms defined in the 4/29/05 Amendment will have the same meanings when used in this Consent and Agreement of Guarantor.
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CONSENT AND AGREEMENT OF GUARANTOR. This Consent and Agreement of Guarantor is executed by the undersigned Xxxxxx Xxxxx Xxxxxxxx (the “Guarantor”) with respect to the foregoing Tri-Party Agreement. Guarantor acknowledges receiving and reading the foregoing Tri-Party Agreement. Guarantor hereby consents to the Tri-Party Agreement and to Borrower’s entering into and performing under the foregoing Tri-Party Agreement. Guarantor further acknowledges and agrees that the Tri-Party Agreement has no affect upon the Guaranty Documents which documents shall continue in full force and effect.
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CONSENT AND AGREEMENT OF GUARANTOR. This Consent And Agreement of Guarantor is executed by the undersigned Xxxxxx Xxxxx Xxxxxxxx (“Guarantor”) with respect to the foregoing Restructuring Agreement. Guarantor acknowledges receiving and reading the foregoing Restructuring Agreement, the form of the Consolidation Note attached as Exhibit A to the Restructuring Agreement, and Schedule 1 attached to the Restructuring Agreement. Guarantor hereby consents to the Restructuring Agreement, the Consolidation Note, and Schedule 1, and to Borrower’s entering into and performing under the foregoing Restructuring Agreement. Guarantor reaffirms and confirms his prior grant to GECC of a continuing first priority lien on the real property set forth in Number 44 on Schedule 1, attached to the Restructuring Agreement, and acknowledges and agrees that the Consolidation Note is secured by such property. Guarantor further acknowledges and agrees that the Restructuring Agreement has no effect upon the Guaranty Documents which documents shall continue in full force and effect until such time as all of the CF Obligations and the EF Obligations have been paid in full.
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Related to CONSENT AND AGREEMENT OF GUARANTOR

  • Consent of Guarantors Each of the Guarantors shall have executed and delivered to the Agent the Consent.

  • Consent and Agreement An original of a Consent and Agreement duly executed by such Subsidiary, pursuant to which such Subsidiary consents and agrees to become a “Credit Party” hereunder and to be bound by the terms and conditions of this Agreement and all other Loan Documents;

  • Reaffirmation of Guaranty The Guarantors hereby ratify and affirm all of the terms, covenants, conditions and obligations of the Guaranty and acknowledge and agree that the term “Obligations” as used in the Guaranty shall apply to all of the Obligations of Seller to Buyer under the Repurchase Agreement, as amended hereby.

  • AMENDMENT OF GUARANTY No term or provision of this Guaranty shall be amended, modified, altered, waived or supplemented except in a writing signed by Guarantor and Counterparty.

  • Reaffirmation of Guaranties The Credit Parties signatory hereto hereby reaffirm their Guaranties of the Obligations, taking into account the provisions of this Amendment.

  • Acknowledgment of Guarantors The Guarantors acknowledge and consent to all of the terms and conditions of this Amendment and agree that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge the Guarantors’ obligations under the Credit Documents.

  • Release of Guarantors Notwithstanding anything in Section 9.02(b) to the contrary, any Subsidiary Guarantor shall automatically be released from its obligations hereunder (and its Loan Guaranty shall be automatically released) (a) upon the consummation of any permitted transaction or series of related transactions if as a result thereof such Subsidiary Guarantor ceases to be a Restricted Subsidiary (or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted hereunder; provided, that the release of any Subsidiary Guarantor from its obligations under the Loan Guaranty if such Subsidiary Guarantor becomes an Excluded Subsidiary of the type described in clause (a) of the definition thereof shall only be permitted if at the time such Guarantor becomes an Excluded Subsidiary of such type (i) no Event of Default exists, (ii) after giving pro forma effect to such release and the consummation of the transaction that causes such Person to be an Excluded Subsidiary of such type, the Borrower is deemed to have made a new Investment in such Person for purposes of Section 6.06 (as if such Person were then newly acquired) in an amount equal to the portion of the fair market value of the net assets of such Person attributable to the Borrower’s equity interest therein as reasonably estimated by the Borrower and such Investment is permitted pursuant to Section 6.06 (other than Section 6.06(f)) at such time and (iii) a Responsible Officer of the Borrower certifies to the Administrative Agent compliance with preceding clauses (i) and (ii)) and/or (b) upon the occurrence of the Termination Date. In connection with any such release, the Administrative Agent shall promptly execute and deliver to the relevant Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence termination or release; provided, that upon the request of the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Agreement. Any execution and delivery of documents pursuant to the preceding sentence of this Section 9.22 shall be without recourse to or warranty by the Administrative Agent (other than as to the Administrative Agent’s authority to execute and deliver such documents).

  • Consent and Reaffirmation Each Subsidiary Guarantor hereby consents to this Amendment and the transactions contemplated hereby, and each Loan Party hereby (a) agrees that, notwithstanding the effectiveness of this Amendment, the Guarantee and Collateral Agreement and each of the other Security Documents continue to be in full force and effect, (b) confirms its guarantee of the Obligations (with respect to each Subsidiary Guarantor) and its grant of a security interest in its assets as Collateral therefor, all as provided in the Loan Documents as originally executed and (c) acknowledges that such guarantee and/or grant continue in full force and effect in respect of, and to secure, the Obligations under the Credit Agreement (as amended hereby) and the other Loan Documents.

  • Release of Guarantor (a) In addition to the release provisions set forth in the Indenture, subject to Section 702(d), the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect, upon the request of the Company (without the consent of the Trustee) if, immediately after giving effect to such release and termination (and, if applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company would be in compliance with Section 504 hereof, including in the event of a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary. (b) In order to effect the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately after giving effect to such release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute any documents reasonably requested by either the Company or the Guarantor in order to evidence the release of the Guarantor from its obligations under the Guarantee under this Article Seven. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor shall not be released from its obligations under this Article Seven and the Guarantee will not be terminated if, immediately after such release and termination (and, if applicable, after giving effect to any transaction to occur concurrently therewith), the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations of the Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (ii) either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver such a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company or the Successor Guarantor, as applicable, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such transaction have been satisfied. (b) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of the Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect.

  • Joinder of Guarantors Each of the Guarantors hereby joins in this Amendment to evidence its consent hereto, and each Guarantor hereby reaffirms its obligations set forth in the Credit Agreement, as hereby amended, and in each Guaranty Agreement and each other Loan Document given by it in connection therewith.

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