CONSENT AND REAFFIRMATION OF GUARANTORS Sample Clauses

CONSENT AND REAFFIRMATION OF GUARANTORS. By their execution hereof, each Guarantor hereby (i) acknowledges receipt of this Amendment, (ii) consents to the Borrowers’ execution and delivery hereof; (iii) agrees to be bound hereby; (iv) affirms that nothing contained therein shall modify in any respect whatsoever its guaranty of the obligations of the Borrowers to Lenders pursuant to the terms of its Guaranty in favor of Administrative Agent and the Lenders and (v) reaffirms that its Guaranty is and shall continue to remain in full force and effect.

CONSENT AND REAFFIRMATION OF GUARANTORS. The undersigned, each a guarantor of Borrower’s obligations to Lender pursuant to the Guaranty executed by the undersigned in favor of Lender, hereby (i) acknowledges and consents to the execution, delivery, and performance by Borrower of the foregoing Second Amendment to Loan Agreement; (ii) warrants and covenants to Lender that, except to the extent previously disclosed to Lender in writing, all representations and warranties previously made by Guarantor to Lender are true, complete, and accurate as of the date of this Consent and Reaffirmation of Guarantors; and (iii) reaffirms and agrees that the Guaranty to which the undersigned is party and all other documents and agreements executed and delivered by either the undersigned or Borrower to Lender in connection with the indebtedness represented by the Notes (including, without limitation, the Amended and Restated Revolving Line of Credit Note), the Loan Agreement and Loan Documents are all in full force and effect, without defense, offset, or counterclaim, or alternatively, that any such right of defense, offset or counterclaim is hereby expressly waived.

CONSENT AND REAFFIRMATION OF GUARANTORS. Each Guarantor, by its signature below, hereby (a) acknowledges and agrees to the terms and conditions set forth in this Amendment, (b) agrees that nothing in this Amendment in any way impairs or lessens its liabilities under the Loan Documents to which it is a party or by which it is bound, and (c) reaffirms all of its obligations and liabilities under all such Loan Documents.

CONSENT AND REAFFIRMATION OF GUARANTORS. The undersigned Guarantors hereby consent to the foregoing amendments and acknowledge and agree that nothing herein shall in any way limit or diminish any of the obligations of the undersigned under their respective Guaranty, each such Guaranty being hereby ratified and affirmed.

CONSENT AND REAFFIRMATION OF GUARANTORS. Each of the undersigned, as a guarantor of the Borrower’s obligations to the Bank under the Agreement, hereby (i) acknowledges and consents to the foregoing Amendment, (ii) reaffirms its obligations under its respective guaranty in favor of the Bank and under any agreement under which it has granted to the Bank a lien or security interest in any of its real or personal property, and (iii) confirms that such guaranty and other agreements, including but not limited to the Dispute Resolution Provision, remain in full force and effect, without defense, offset, or counterclaim. (Capitalized terms used herein shall have the meanings specified in the foregoing Amendment.)

CONSENT AND REAFFIRMATION OF GUARANTORS. Each of the undersigned (i) acknowledges receipt of the foregoing First Amendment to Credit Agreement (the "First Amendment"), (ii) consents to the execution and delivery of the First Amendment by the parties thereto and (iii) reaffirms all of its obligations and covenants under (1), as to the Parent, the Amended and Restated Guaranty Agreement dated as of April 29, 1996 executed by it, and (2) as to AMGF, the Limited Guaranty Agreement dated as of August 29, 1997 executed by it, and agrees that none of such obligations and covenants shall be affected by the execution and delivery of the First Amendment. This Consent and Reaffirmation may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same instrument. AVONDALE INCORPORATED AVONDALE MILLS GRANITEVILLE FABRXXX, INC. By: By: ------------------------------- ------------------------------- Title: Title: AMENDED AND RESTATED REVOLVER LOAN NOTE Atlanta, Georgia August 30, 2001 For value received, AVONDALE MILLS, INC., an Alabama corporation (the "Borrower"), promises to pax xx the order of _________________________________________, a ____________________ (the "Bank"), for the account of its Lending Office, the principal sum of ___________________________________ and No/100 Dollars ($____________ ), or such lesser amount as shall equal the unpaid principal amount of each Revolver Loan made by the Bank to the Borrower pursuant to the Credit Agreement referred to below, on the dates and in the amounts provided in the Credit Agreement. The Borrower promises to pay interest on the unpaid principal amount of this Note on the dates and at the rate or rates provided for in the Credit Agreement. Interest on any overdue principal of and, to the extent permitted by law, overdue interest on the principal amount hereof shall bear interest at the Default Rate, as provided for in the Credit Agreement. All such payments of principal and interest shall be made in lawful money of the United States in Federal or other immediately available funds at the office of Wachovia Bank, N.A., 191 Peachtree Street, N.E., Atlanta, Georgia 30303-1757, or such othxx xxxxxxx xx xxx xx xxxxxxxxx xxxx xxxx xx xxxx xxxxxxnt to the Credit Agreement. All Loans made by the Bank, the respective maturities thereof, the interest rates from time to...

CONSENT AND REAFFIRMATION OF GUARANTORS. The undersigned Guarantors hereby consent to the foregoing First Amendment to Master Lease and reaffirm to Lessor that their obligations under the Guaranty remains in full force and effect with respect the Lease, as amended hereby.

CONSENT AND REAFFIRMATION OF GUARANTORS. Each of the undersigned Guarantors hereby consents to the execution, delivery and performance by Borrower and the Agent of the foregoing Amendment No. 2 ("Amendment No. 2"). In connection therewith, each of the undersigned expressly and knowingly reaffirms its liability under the Guaranty to which it is a party executed and delivered by such Guarantor in favor of the Agent (on behalf of the Lenders), and expressly agrees to be and remain liable under the terms of such Guaranty for the Guarantied Obligations described therein and acknowledges that it has no defense, offset or counterclaim whatsoever against the Agent or the Lenders with respect to such Guaranty. Each of the undersigned further agrees that such Guaranty shall remain in full force and effect and is hereby ratified and confirmed.

CONSENT AND REAFFIRMATION OF GUARANTORS. The undersigned, being a Subsidiary Guarantor, as defined in the Loan and Security Agreement being amended pursuant to the within and foregoing First Amendment to Loan and Security Agreement, does hereby acknowledge receipt of said amendment, consents thereto, agrees to be bound thereby and further agrees in connection therewith that its, his or her Guaranty, as defined in such Loan and Security Agreement, shall continue in full force and effect notwithstanding the execution and delivery thereof and the performance of the parties thereunder.

CONSENT AND REAFFIRMATION OF GUARANTORS. Each of the undersigned, as a Guarantor of the Borrower’s obligations to the Lenders, the Administrative Agent and the L/C Issuers under the foregoing Agreement, hereby (i) acknowledges and consents to the foregoing amendment and restatement of the Existing Credit Agreement, (ii) reaffirms its obligations under its respective Guaranty in favor of the Bank, (iii) agrees that all references in its Guaranty to the Existing Credit Agreement shall be deemed to refer to the foregoing Agreement, and (iii) confirms that such Guaranty, including but not limited to the California Judicial Reference provision, remain in full force and effect, without defense, offset, or counterclaim. (Capitalized terms used herein shall have the meanings specified in the foregoing Amendment.) Each of the undersigned further agree that it shall be deemed to be a guarantor of all obligations arising out of any Hedge Agreements and/or Cash Management Agreements; provided, however, notwithstanding anything to the contrary herein or in its Guaranty, no Guarantor will be deemed to be a guarantor of any Excluded Swap Obligation. Each Guarantor that is a Qualified ECP Guarantor at the time the Guaranty or the grant of a Lien under the Loan Documents, in each case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under its Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Guarantor intends this paragraph to constitute, and this paragraph shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act. Although each of the undersigned ha...