Common use of Consent of Guarantors Clause in Contracts

Consent of Guarantors. Reference is hereby made to the First Amendment to Loan Documents, dated as of September 21, 2019 (the “Amendment”), by and among Xxxxxxx Risk Partners, LLC, a Delaware limited liability company (the “Borrower”), for itself and its subsidiaries, Cadence Bank, N.A., a national banking association (“Cadence”), and the other lenders from time to time party to the Amendment (together with Cadence, a “Lender” and collectively the “Lenders”), and Cadence in its capacity as administrative agent and collateral agent for the Lenders (in such capacity, the “Agent”). Capitalized terms used but not defined herein shall have the meanings assigned thereto in the applicable Loan Agreement (as modified by the Amendment). Each of the undersigned (each, a “Guarantor”) consents to the terms and provisions of the Amendment and confirms and agrees that (a) such Guarantor’s obligations under the Continuing and Unconditional Guaranty dated as of March 13, 2019 in favor of Agent (the “Guaranty Agreement”) shall be unimpaired by the Amendment and all such obligations are hereby reaffirmed, (b) such Guarantor’s obligations under the Third Amended and Restated Security Agreement dated as of March 13, 2019, as a Debtor, in favor of Agent (the “Security Agreement”) shall be unimpaired by the Amendment and all such obligations are hereby reaffirmed, (c) such Guarantor’s obligations under the Second Amended and Restated Intellectual Property Security Agreement dated as of March 13, 2019, as a Debtor, in favor of Agent (the “IP Security Agreement”) shall be unimpaired by the Amendment and all such obligations are hereby reaffirmed, (d) such Guarantor’s obligations under the Third Amended and Restated Equity Pledge Agreement dated as of March 13, 2019, as a Pledgor, in favor of Agent (the “Equity Pledge Agreement”) shall be unimpaired by the Amendment and all such obligations are hereby reaffirmed, (e) neither this Consent nor the Amendment nor any of the other documents whose execution is contemplated hereby or thereby shall constitute a novation or in any way impair the first priority of the lien and security interest of the Security Agreement, IP Security Agreement or Equity Pledge Agreement or other Security Documents, (f) that any and all sums advanced in connection with the Loan Documents (as modified by the Amendment) shall be secured by the Security Documents with the same priority as the sums originally advanced under the Original Loan Agreement (as defined in the Amendment), and all existing security interests of Agent respecting all Collateral continue in full force and effect, (g) as of the date hereof, such Guarantor has no defense, set-off, counterclaim or challenge against the Guaranty Agreement, any Security Documents or other Loan Documents or any of its obligations thereunder, (h) the terms, conditions and covenants in the Guaranty Agreement, Security Agreement, IP Security Agreement, and Equity Pledge Agreement remain unaltered and in full force and effect, (i) the Obligations guaranteed by the Guaranty Agreement, as amended by the Amendment, are hereby ratified and confirmed, and (j) all representations and warranties of such Guarantor set forth in the Guaranty Agreement and each of the Security Documents, respectively, are true and correct in all material respects as of the date hereof, as if made on the date hereof, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct as of such prior date.

Consent of Guarantors. Reference is Each of the undersigned hereby made consent to the First terms, provisions and conditions of that certain Third Amendment to Loan Documents, Credit Agreement dated as of September 21___________________, 2019 1999 (the “"Third Amendment”") made by and between The Shaw Xxxup Inc. ("Borrower"), by and among Xxxxxxx Risk Partners, LLCMERCANTILE BUSINESS CREDIT INC., a Delaware limited liability company (the “Borrower”)Missouri corporation, for itself and its subsidiariesBANK ONE LOUISIANA, Cadence Bank, N.A.N. A., a national banking association (“Cadence”successor to First National Bank of Commerce, assignee of City National Bank of Baton Rouge), UNION PLANTERS BANK N.A., a national banking association, and HIBERNIA NATIONAL BANK, a national bank (collectively, the "Banks"), and the other lenders from time to time party to the Amendment (together with CadenceMERCANTILE BUSINESS CREDIT INC., a “Lender” and collectively the “Lenders”)Missouri corporation, and Cadence in its capacity as administrative agent and collateral agent for the Lenders Banks (in such capacity, the “"Agent”"). Capitalized terms used but not defined herein shall have the meanings assigned thereto in the applicable Loan Agreement (as modified by the Amendment). Each of the undersigned (each, a “Guarantor”) consents to the terms and provisions of the Amendment and confirms and agrees which amends that (a) such Guarantor’s obligations under the Continuing and Unconditional Guaranty dated as of March 13, 2019 in favor of Agent (the “Guaranty Agreement”) shall be unimpaired by the Amendment and all such obligations are hereby reaffirmed, (b) such Guarantor’s obligations under the Third Amended and Restated Security certain Credit Agreement dated as of March 13May 15, 20191998 by and between Borrower, Banks and Agent, as a Debtor, in favor of Agent (the “Security Agreement”) shall be unimpaired amended by the that certain Amendment and all such obligations are hereby reaffirmed, (c) such Guarantor’s obligations under the Second Amended and Restated Intellectual Property Security to Credit Agreement dated as of March 13as of August 31, 2019, as a Debtor, in favor of Agent (the “IP Security Agreement”) shall be unimpaired by the 1998 and that certain Second Amendment and all such obligations are hereby reaffirmed, (d) such Guarantor’s obligations under the Third Amended and Restated Equity Pledge to Credit Agreement dated as of March 13February 1, 20191999 (as amended, as a Pledgorthe "Credit Agreement"). The undersigned jointly and severally acknowledge and agree that (i) the execution and delivery of the Third Amendment by Borrower will not adversely affect or impair any of the undersigned's obligations to Banks and Agent under that certain Continuing Guaranty dated May 15, 1998 executed by each of the undersigned in favor of Banks and Agent (the “Equity Pledge Agreement”) shall be unimpaired by the Amendment and all such obligations are hereby reaffirmed"Guaranty"), (eii) neither this Consent nor the Amendment nor any payment of the other documents whose execution is contemplated hereby or thereby shall constitute a novation or in any way impair the first priority of the lien and security interest of the Security Agreement, IP Security Agreement or Equity Pledge Agreement or other Security Documents, (f) that any and all sums advanced in connection with the Loan Documents "Borrower's Obligations" (as modified by the Amendment) shall be secured by the Security Documents with the same priority as the sums originally advanced under the Original Loan Agreement (as such term is defined in the Amendment), Credit Agreement) is guaranteed to Agent and all existing security interests Banks by each of Agent respecting all Collateral continue the undersigned pursuant to the terms of the Guaranty and (iii) the Guaranty is in full force and effect, (g) as of effect on the date hereof, such Guarantor has no defense, set-off, counterclaim or challenge against hereof and the Guaranty Agreement, any Security Documents or other Loan Documents or any of its obligations thereunder, (h) the terms, conditions and covenants in the Guaranty Agreement, Security Agreement, IP Security Agreement, and Equity Pledge Agreement remain unaltered and in full force and effect, (i) the Obligations guaranteed by the Guaranty Agreement, as amended by the Amendment, are same is hereby ratified and confirmed, and (j) all representations and warranties of such Guarantor set forth in the Guaranty Agreement and each of the Security Documents, respectively, are true and correct in all material respects as of the date hereof, as if made on the date hereof, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct as of such prior date.

Consent of Guarantors. Reference is hereby made Each of the undersigned, as a guarantor of the obligations of CERTIFIED GROCERS OF CALIFORNIA, LTD., a California corporation ("Certified"), GROCERS GENERAL MERCHANDISE COMPANY, a California corporation ("GGMC"), and GROCERS SPECIALTY COMPANY, a California corporation ("GSC") (Certified, GGMC and GSC are collectively referred to the First Amendment to herein as "Borrower"), arising out of that certain Amended and Restated Loan Documentsand Security Agreement, dated as of September 21March 17, 2019 1994, as amended by that certain Amendment Number One to Amended and Restated Loan and Security Agreement, dated as of November 1, 1994, as further amended by that certain Amendment Number Two to Amended and Restated Loan and Security Agreement, dated as of December 3, 1994, as further amended by that certain Amendment Number Three to Amended and Restated Loan and Security Agreement, dated as of May __, 1996, and as further amended by that certain Amendment Number Four to Amended and Restated Loan and Security Agreement, dated as of June 27, 1996 (collectively, the “Amendment”"Agreement"), by and among Xxxxxxx Risk Partners, LLCBT Commercial Corporation, a Delaware limited liability company (the “Borrower”)corporation, for itself and its subsidiaries, Cadence BankUnion Bank of California, N.A., a national banking association, The First National Bank of Boston, a national banking association (“Cadence”collectively, "Agents"), and the other lenders from time to time party to the Amendment thereto (together with Cadencecollectively, a “Lender” and collectively the “"Lenders”"), on the one hand, and Cadence in its capacity Borrower, on the other hand, hereby acknowledges receipt of a copy of that certain Amendment Number Five to Amended and Restated Loan and Security Agreement, dated as administrative agent of September 30, 1996, among Agents, Lenders and collateral agent for the Lenders (in such capacityBorrower, the “Agent”). Capitalized terms used but not defined herein shall have the meanings assigned thereto in the applicable Loan Agreement (as modified by the Amendment). Each of the undersigned (each, a “Guarantor”) consents to the terms and provisions of the Amendment and confirms contained therein, and agrees that (a) such Guarantor’s obligations under the Continuing and Unconditional Guaranty dated as of March 13, 2019 in favor of Agent (the “Guaranty Agreement”) shall be unimpaired executed by the Amendment and all such obligations are hereby reaffirmed, (b) such Guarantor’s obligations under the Third Amended and Restated Security Agreement dated as of March 13, 2019, as a Debtor, in favor of Agent (the “Security Agreement”) shall be unimpaired by the Amendment and all such obligations are hereby reaffirmed, (c) such Guarantor’s obligations under the Second Amended and Restated Intellectual Property Security Agreement dated as of March 13, 2019, as a Debtor, in favor of Agent (the “IP Security Agreement”) shall be unimpaired by the Amendment and all such obligations are hereby reaffirmed, (d) such Guarantor’s obligations under the Third Amended and Restated Equity Pledge Agreement dated as of March 13, 2019, as a Pledgor, in favor of Agent (the “Equity Pledge Agreement”) shall be unimpaired by the Amendment and all such obligations are hereby reaffirmed, (e) neither this Consent nor the Amendment nor any each of the other documents whose execution is contemplated hereby or thereby undersigned shall constitute a novation or in any way impair the first priority of the lien and security interest of the Security Agreement, IP Security Agreement or Equity Pledge Agreement or other Security Documents, (f) that any and all sums advanced in connection with the Loan Documents (as modified by the Amendment) shall be secured by the Security Documents with the same priority as the sums originally advanced under the Original Loan Agreement (as defined in the Amendment), and all existing security interests of Agent respecting all Collateral continue remain in full force and effect, (g) effect as a continuing guaranty of the date hereofobligations of Borrower owing to Agents and Lenders under the Agreement. Although Agents have informed us of the matters set forth above, such Guarantor has and we have acknowledged same, we understand and agree that Agents have no defense, set-off, counterclaim or challenge against duty under the Guaranty Agreement, any Security Documents or other Loan Documents the Guaranties or any of its obligations thereunder, (h) the terms, conditions and covenants in the Guaranty Agreement, Security Agreement, IP Security Agreementother agreement between us to so notify us or to seek an acknowledgment, and Equity Pledge Agreement remain unaltered and in full force and effect, (i) the Obligations guaranteed by the Guaranty Agreement, nothing contained herein is intended to or shall create such a duty as amended by the Amendment, are hereby ratified and confirmed, and (j) all representations and warranties of such Guarantor set forth in the Guaranty Agreement and each of the Security Documents, respectively, are true and correct in all material respects as of the date hereof, as if made on the date hereof, except in the case of to any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct as of such prior dateadvances or transactions hereafter.

Consent of Guarantors. Reference This Consent of Guarantors (this “Consent”) is hereby made delivered to Bison Capital Equity Partners II-A, L.P., a Delaware limited partnership and Bison Capital Equity Partners II-B, L.P., a Delaware limited partnership (collectively, “Purchaser”) with reference to that certain Securities Purchase Agreement dated as of March 31, 2008 by and between Purchaser and the Company, as amended by the First Amendment to Loan Documents, Securities Purchase Agreement dated as of April 16, 2009, the Second Amendment to Securities Purchase Agreement dated February 12, 2010, the Third Amendment to Securities Purchase Agreement dated May 24, 2010, the Fourth Amendment to Securities Purchase Agreement dated September 2117, 2019 2010 and the Fifth Amendment to Securities Purchase Agreement dated as of even date herewith (as otherwise amended, the “Securities Purchase Agreement”) among Subordinated Lender and The Center for Wound Healing, Inc., a Nevada corporation (the “Amendment”), by and among Xxxxxxx Risk Partners, LLC, a Delaware limited liability company (the “Borrower”), for itself and its subsidiaries, Cadence Bank, N.A., a national banking association (“Cadence”), and the other lenders from time to time party to the Amendment (together with Cadence, a “Lender” and collectively the “Lenders”), and Cadence in its capacity as administrative agent and collateral agent for the Lenders (in such capacity, the “AgentCompany”). Capitalized terms used but in this Consent, and not defined herein shall have otherwise defined, are used with the meanings assigned thereto set forth for those terms in the applicable Loan Agreement (as modified by the Amendment)Securities Purchase Agreement. Each of the undersigned hereby (eacha) ratifies and reaffirms all of its obligations to Purchaser under the Transaction Documents to which it is a party, a “Guarantor”(b) consents to the terms execution and provisions delivery by the Company of the Second Amendment To Waiver and confirms and agrees that (a) such Guarantor’s obligations under the Continuing and Unconditional Guaranty dated as of March 13, 2019 in favor of Agent (the “Guaranty Agreement”) shall be unimpaired by the Amendment and all such obligations are hereby reaffirmed, (b) such Guarantor’s obligations under the Third Amended and Restated Security Forbearance Agreement dated as of March October 13, 2019, as a Debtor, in favor of Agent 2010 (the “Security Agreement”) shall be unimpaired by ), between Purchaser and the Amendment Company, and all such obligations are hereby reaffirmed, (c) such Guarantor’s obligations under the Second Amended and Restated Intellectual Property Security Agreement dated as of March 13, 2019, as a Debtor, in favor of Agent (the “IP Security Agreement”) shall be unimpaired by the Amendment and all such obligations are hereby reaffirmed, (d) such Guarantor’s obligations under the Third Amended and Restated Equity Pledge Agreement dated as of March 13, 2019, as a Pledgor, in favor of Agent (the “Equity Pledge Agreement”) shall be unimpaired by the Amendment and all such obligations are hereby reaffirmed, (e) neither this Consent nor the Amendment nor any confirms that each of the other documents whose execution Transaction Documents to which it is contemplated hereby or thereby shall constitute a novation or in any way impair the first priority of the lien and security interest of the Security Agreement, IP Security Agreement or Equity Pledge Agreement or other Security Documents, (f) that any and all sums advanced in connection with the Loan Documents (as modified by the Amendment) shall be secured by the Security Documents with the same priority as the sums originally advanced under the Original Loan Agreement (as defined in the Amendment), and all existing security interests of Agent respecting all Collateral continue party remains in full force and effect, (g) as . Each of the date hereof, such Guarantor has no defense, set-off, counterclaim or challenge against undersigned agrees that the Guaranty Agreement, any Security Documents or other Loan Documents or any execution of its obligations thereunder, (h) this Consent is not necessary for the terms, conditions continued validity and covenants in the Guaranty Agreement, Security Agreement, IP Security Agreement, and Equity Pledge Agreement remain unaltered and in full force and effect, (i) the Obligations guaranteed by the Guaranty Agreement, as amended by the Amendment, are hereby ratified and confirmed, and (j) all representations and warranties of such Guarantor set forth in the Guaranty Agreement and each enforceability of the Security Transaction Documents, respectively, are true and correct but is executed in all material respects as of order to induce Purchaser to enter into the date hereof, as if made on the date hereof, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct as of such prior dateAgreement.

Consent of Guarantors. Reference is The undersigned hereby made consent to the First terms, provisions and conditions of that certain Second Amendment to Loan Documents, dated as of September 21, 2019 (the “Amendment”), by and among Xxxxxxx Risk Partners, LLC, a Delaware limited liability company (the “Borrower”), for itself and its subsidiaries, Cadence Bank, N.A., a national banking association (“Cadence”), and the other lenders from time to time party to the Amendment (together with Cadence, a “Lender” and collectively the “Lenders”), and Cadence in its capacity as administrative agent and collateral agent for the Lenders (in such capacity, the “Agent”). Capitalized terms used but not defined herein shall have the meanings assigned thereto in the applicable Loan Agreement (as modified by the Amendment). Each of the undersigned (each, a “Guarantor”) consents to the terms and provisions of the Amendment and confirms and agrees that (a) such Guarantor’s obligations under the Continuing and Unconditional Guaranty dated as of March 13, 2019 in favor of Agent (the “Guaranty Agreement”) shall be unimpaired by the Amendment and all such obligations are hereby reaffirmed, (b) such Guarantor’s obligations under the Third Amended and Restated Security Credit Agreement dated as of March 13May 30, 20191997 made by and between StaffMark, Inc. as Borrower, and Mercantile Bank National Association, as a Debtorsuccessor by merger to Mercantile Bank of St. Louis National Association, in favor of as Agent and the Lenders named therein (the “Security Agreement”) shall be unimpaired by the Amendment and all such obligations are hereby reaffirmed"Second Amendment"), (c) such Guarantor’s obligations under the Second Amended and Restated Intellectual Property Security which amends that certain Credit Agreement dated as of March 13October 4, 20191996 made by and between Borrower, Agent and Lenders, as a Debtorpreviously amended and assigned. The undersigned hereby acknowledge and agree that said amendments by Borrower, in favor of Agent (the “IP Security Agreement”) shall be unimpaired by the Amendment and all such obligations are hereby reaffirmed, (d) such Guarantor’s obligations under the Third Amended and Restated Equity Pledge Agreement dated as of March 13, 2019, as a Pledgor, in favor of Agent (the “Equity Pledge Agreement”) shall be unimpaired by the Amendment and all such obligations are hereby reaffirmed, (e) neither this Consent nor the Amendment nor Lenders will not affect or impair any of the other documents whose execution is contemplated hereby or thereby shall constitute a novation or in any way impair undersigneds' obligations to Agent and the first priority of the lien and security interest of the Security Agreement, IP Security Agreement or Equity Pledge Agreement or other Security Documents, (f) that any and all sums advanced in connection with the Loan Documents (as modified by the Amendment) shall be secured by the Security Documents with the same priority as the sums originally advanced under the Original Loan Agreement Lenders (as defined in the Second Amendment)) under: (i) those certain Unlimited Continuing Guaranties and those certain Security Agreements, each dated October 4, 1996 and all existing security interests one of each executed respectively by Brewxx Xxxsonnel Services, Inc., Prostaff Personnel, Inc., Maxwxxx Xxxffing, Inc., HRA, Inc., First Choice Staffing, Inc., Bletxxx Xxxporaries, Inc., Professional Resources, Inc., Excel Temporary Staffing, Inc., DP Pros of Burlington, Inc., Personnel Placement, Inc., Jaegxx Xxxsonnel Services, Ltd, Dixox Xxxerprises of Burlington, Inc., Trasec Corp., Maxwxxx/Xxxlthcare, Inc., Square One Rehab, Inc., Maxwxxx Xxxffing of Brisxxx, Xxc. and Technical Staffing, Inc. in favor of Agent respecting and Lenders, guarantying all Collateral continue in full force and effect, (g) as of the date hereof, obligations of Borrower to Agent and Lenders and securing such Guarantor has no defense, set-off, counterclaim or challenge against the Guaranty Agreement, any Security Documents or other Loan Documents or any of its obligations thereunder, (h) the terms, conditions and covenants guaranties with a first perfected security interest in the Guaranty Agreement, assets of such undersigned subsidiary as specified in each such Security Agreement, IP which guaranty obligations and collateral obligations are hereby ratified and confirmed, (ii) those certain Unlimited Continuing Guaranties and those certain Security Agreements, each dated as of January 31, 1997 and one of each executed respectively by The Technology Source Acquisition Corporation, APS-Advanced Personnel Service Acquisition Corporation, Tom Xxxx Xxxsonnel, Inc., StaffMark Acquisition Corporation Two, StaffMark Acquisition Corporation Three, StaffMark Acquisition Corporation Four, StaffMark Acquisition Corporation Five and StaffMark Acquisition Corporation Six in favor of Agent and Lenders, guarantying all of the obligations of Borrower to Agent and Lenders and securing such guaranties with a first perfected security interest in the assets of such undersigned subsidiary as specified in each such Security Agreement, which guaranty obligations and Equity Pledge Agreement remain unaltered and in full force and effect, (i) the Obligations guaranteed by the Guaranty Agreement, as amended by the Amendment, collateral obligations are hereby ratified and confirmed, and (jiii) that certain Unlimited Continuing Guaranty and that certain Security Agreement, each dated as of May ___, 1997 and executed by MRIC Medical Recruiters International Ltd. in favor of Agent and Lenders, guarantying all representations of the obligations of Borrower to Agent and warranties of Lenders and securing such Guarantor set forth guaranties with a first perfected security interest in the Guaranty Agreement assets of MRIC Medical Recruiters International Ltd. as specified in such Security Agreement, which guaranty obligations and each collateral obligations are hereby ratified and confirmed. Executed this 30th day of the Security DocumentsMay, respectively1997. BREWXX XXXSONNEL SERVICES, are true and correct in all material respects as of the date hereofINC. HRA, as if made on the date hereofINC. By: /s/ CLETX X. XXXXXX By: /s/ CLETX X. XXXXXX -------------------------- -------------------------- Title: Vice President Title: Vice President --------------------------- -------------------------- PROSTAFF PERSONNEL, except in the case of any such representation and warranty that expressly relates to a prior dateINC. FIRST CHOICE STAFFING, in which case such representation and warranty shall be true and correct as of such prior date.INC. By: /s/ CLETX X. XXXXXX By: /s/ CLETX X. XXXXXX -------------------------- -------------------------- Title: Vice President Title: Vice President --------------------------- -------------------------- MAXWXXX XXXFFING, INC. BLETXXX XXXPORARIES, INC. By: /s/ CLETX X. XXXXXX By: /s/ CLETX X. XXXXXX -------------------------- -------------------------- Title: Vice President Title: Vice President --------------------------- --------------------------

Consent of Guarantors. Reference is hereby made to the First Second Amendment to Loan Documents, Credit Agreement (“Amendment”) dated as of September 21June 1, 2019 2007 entered into with reference to the Credit Agreement dated as of October 2, 2006 (the “AmendmentCredit Agreement”)) among Wireless Facilities, by and among Xxxxxxx Risk Partners, LLCInc., a Delaware limited liability company corporation (the “Borrower”), for itself and its subsidiaries, Cadence Bank, N.A., a national banking association (“Cadence”)the Lenders party thereto, and the other lenders from time to time party to the Amendment (together with CadenceKeyBank National Association, a “Lender” and collectively the “Lenders”), and Cadence in its capacity as administrative agent and collateral agent for the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used but not defined herein shall in this Consent of Guarantors have the meanings assigned thereto given to them in the applicable Loan Agreement (Amendment. Reference is also made to the Multi-Party Guaranty dated as modified of October 2, 2006, and executed by the AmendmentGuarantors party thereto (the “Guaranty”). Each of the undersigned (each, a “Guarantor”) consents to the terms and provisions of changes to the Amendment and confirms and agrees that (a) such Guarantor’s obligations under the Continuing and Unconditional Guaranty dated as of March 13, 2019 in favor of Agent (the “Guaranty Agreement”) shall be unimpaired by the Amendment and all such obligations are hereby reaffirmed, (b) such Guarantor’s obligations under the Third Amended and Restated Security Credit Agreement dated as of March 13, 2019, as a Debtor, in favor of Agent (the “Security Agreement”) shall be unimpaired by the Amendment and all such obligations are hereby reaffirmed, (c) such Guarantor’s obligations under the Second Amended and Restated Intellectual Property Security Agreement dated as of March 13, 2019, as a Debtor, in favor of Agent (the “IP Security Agreement”) shall be unimpaired by the Amendment and all such obligations are hereby reaffirmed, (d) such Guarantor’s obligations under the Third Amended and Restated Equity Pledge Agreement dated as of March 13, 2019, as a Pledgor, in favor of Agent (the “Equity Pledge Agreement”) shall be unimpaired by the Amendment and all such obligations are hereby reaffirmed, (e) neither this Consent nor the Amendment nor any of the other documents whose execution is contemplated hereby or thereby shall constitute a novation or in any way impair the first priority of the lien and security interest of the Security Agreement, IP Security Agreement or Equity Pledge Agreement or other Security Documents, (f) that any and all sums advanced in connection with the Loan Documents (as modified by the Amendment) shall be secured by . Each of the Security Documents with undersigned agrees that the same priority as execution of this Consent of Guarantors is not necessary for the sums originally advanced under continued validity and enforceability of the Original Loan Agreement (as defined in Guaranty, but is executed to induce the Administrative Agent and the Lenders to agree to the Amendment), . Each of the undersigned represents and all existing security interests of warrants to the Administrative Agent respecting all Collateral continue and the Lenders that the Guaranty remains in full force and effect, (g) effect in accordance with its terms. This Consent of Guarantors is dated as of the date hereof, such Guarantor has no defense, set-off, counterclaim or challenge against the Guaranty Agreement, any Security Documents or other Loan Documents or any of its obligations thereunder, (h) the terms, conditions and covenants in the Guaranty Agreement, Security Agreement, IP Security Agreement, and Equity Pledge Agreement remain unaltered and in full force and effect, (i) the Obligations guaranteed by the Guaranty Agreement, as amended by the Amendment. MADISON RESEARCH CORPORATION, are hereby ratified and confirmedan Alabama corporation By: Name: Title: SECUREPLANET, and (j) all representations and warranties of such Guarantor set forth in the Guaranty Agreement and each of the Security DocumentsINC., respectivelya Delaware corporation By: Name: Title: WFI NMC CORP., are true and correct in all material respects as of the date hereofa Delaware corporation By: Name: Title: XXX XXXXX, as if made on the date hereofINC., except in the case of any such representation and warranty that expressly relates to a prior dateTexas corporation By: Name: Title: WFI GEORGIA INC., in which case such representation and warranty shall be true and correct as of such prior datea Georgia corporation By: Name: Title: WFI DELAWARE INC., a Delaware corporation By: Name: Title: WFI GOVERNMENT SERVICES, INC., a Delaware corporation By: Name: Title: DEFENSE SYSTEMS, INCORPORATED, a Virginia corporation By: Name: Title: JMA ASSOCIATES, INC., a Delaware corporation By: Name: Title: WFI SOUTHWEST L.P., a Texas limited partnership By: WFI Texas, Inc., a Texas corporation, its General Partner: By: Name: Title:

Consent of Guarantors. Reference This Consent of Guarantors is hereby made being delivered pursuant to the First terms of that certain Amendment No. 4 to Loan DocumentsSecond Amended and Restated Credit Agreement dated of even date herewith (the "Amendment") among Orchids Paper Products Company, a Delaware corporation ("Borrower"), the Lenders named therein and U.S. Bank National Association, as Administrative Agent (the "Administrative Agent"), LC Issuer and Swingline Lender. The Amendment amends and modifies the terms of that certain Second Amended and Restated Credit Agreement dated as of September 21June 25, 2019 2015 between Borrower and U.S. Bank National Association, as Administrative Agent, LC Issuer and Swingline Lender, as amended by that certain (the “Amendment”)a) Amendment No. 1 to Second Amended and Restated Credit Agreement dated as of November 6, by 2015, (b) Amendment No. 2 to Second Amended and among Xxxxxxx Risk PartnersRestated Credit Agreement dated as of December 29, LLC, a Delaware limited liability company (the “Borrower”), for itself and its subsidiaries, Cadence Bank, N.A., a national banking association (“Cadence”)2015, and the other lenders from time (c) Amendment No. 3 to time party to the Amendment Second Amended and Restated Credit Agreement dated as of January 19, 2017 (together with Cadence, a “Lender” and collectively the “Lenders”), and Cadence in its capacity as administrative agent and collateral agent for the Lenders (in such capacitycollectively, the “Agent”). Capitalized terms used but not defined herein shall have the meanings assigned thereto in the applicable Loan Agreement (as modified by the Amendment"Credit Agreement"). Each of the undersigned (eachindividually, a “"Guarantor”" and collectively, the "Guarantors") consents is a guarantor of, and pledgor of collateral for, the indebtedness and obligations of Borrower to the Holders of the Secured Obligations under the Credit Agreement, pursuant to the terms of certain Loan Documents, which include, without limitation, the guaranty agreements and provisions other collateral documents described on Schedule 1 attached hereto (collectively, the "Guarantor Documents"). Borrower has requested that U.S. Bank National Association, as Administrative Agent, LC Issuer and Swingline Lender and the Lenders agree to amend and modify the terms of the Credit Agreement in the manner set forth in the Amendment, and U.S. Bank National Association, as Administrative Agent, LC Issuer and Swingline Lender and the Lenders are willing to agree to the terms of the Amendment, but only if the Guarantors execute and deliver this Consent of Guarantors to the Administrative Agent for the benefit of the Lenders. To induce the Administrative Agent, LC Issuer, Swingline Lender and the Lenders to amend and modify the Credit Agreement pursuant to the terms of the Amendment and confirms and agrees that (a) such Guarantor’s obligations under the Continuing and Unconditional Guaranty dated as of March 13, 2019 in favor of Agent (the “Guaranty Agreement”) shall be unimpaired by the Amendment and all such obligations are hereby reaffirmed, (b) such Guarantor’s obligations under the Third Amended and Restated Security Agreement dated as of March 13, 2019, as a Debtor, in favor of Agent (the “Security Agreement”) shall be unimpaired by the Amendment and all such obligations are hereby reaffirmed, (c) such Guarantor’s obligations under the Second Amended and Restated Intellectual Property Security Agreement dated as of March 13, 2019, as a Debtor, in favor of Agent (the “IP Security Agreement”) shall be unimpaired by the Amendment and all such obligations are hereby reaffirmed, (d) such Guarantor’s obligations under the Third Amended and Restated Equity Pledge Agreement dated as of March 13, 2019, as a Pledgor, in favor of Agent (the “Equity Pledge Agreement”) shall be unimpaired by the Amendment and all such obligations are hereby reaffirmed, (e) neither this Consent nor the Amendment nor any of the other documents whose execution is contemplated hereby or thereby shall constitute a novation or in any way impair the first priority of the lien and security interest of the Security Agreement, IP Security Agreement or Equity Pledge Agreement or other Security Documents, (f) that any and all sums advanced in connection with the Loan Documents (as modified by the Amendment) shall be secured by the Security Documents with the same priority as the sums originally advanced under the Original Loan Agreement (as defined in the Amendment)Credit Agreement) to be executed and/or delivered to Administrative Agent in connection therewith, the undersigned Guarantors jointly and all existing security interests of Agent respecting all Collateral continue in full force and effect, (g) as of the date hereof, such Guarantor has no defense, set-off, counterclaim or challenge against the Guaranty Agreement, any Security Documents or other Loan Documents or any of its obligations thereunder, (h) the terms, conditions and covenants in the Guaranty Agreement, Security Agreement, IP Security Agreement, and Equity Pledge Agreement remain unaltered and in full force and effect, (i) the Obligations guaranteed by the Guaranty Agreement, as amended by the Amendment, are hereby ratified and confirmed, and (j) all representations and warranties of such Guarantor set forth in the Guaranty Agreement and each of the Security Documents, respectively, are true and correct in all material respects as of the date hereof, as if made on the date hereof, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct as of such prior date.severally:

Consent of Guarantors. Reference This Consent of Guarantors is hereby made being delivered pursuant to the First terms of that certain Amendment No. 5 to Loan DocumentsSecond Amended and Restated Credit Agreement dated of even date herewith (the "Amendment") among Orchids Paper Products Company, a Delaware corporation ("Borrower"), the Lenders named therein and U.S. Bank National Association, as Administrative Agent (the "Administrative Agent"), LC Issuer and Swingline Lender. The Amendment amends and modifies the terms of that certain Second Amended and Restated Credit Agreement dated as of September 21June 25, 2019 2015 between Borrower and U.S. Bank National Association, as Administrative Agent, LC Issuer and Swingline Lender, as amended by that certain (the “Amendment”)a) Amendment No. 1 to Second Amended and Restated Credit Agreement dated as of November 6, by 2015, (b) Amendment No. 2 to Second Amended and among Xxxxxxx Risk PartnersRestated Credit Agreement dated as of December 29, LLC2015, a Delaware limited liability company (the “Borrower”)c) Amendment No. 3 to Second Amended and Restated Credit Agreement dated as of January 19, for itself and its subsidiaries, Cadence Bank, N.A., a national banking association (“Cadence”)2017, and the other lenders from time (d) Amendment No. 4 to time party to the Amendment Second Amended and Restated Credit Agreement dated as of March 31, 2017 (together with Cadence, a “Lender” and collectively the “Lenders”), and Cadence in its capacity as administrative agent and collateral agent for the Lenders (in such capacitycollectively, the “Agent”). Capitalized terms used but not defined herein shall have the meanings assigned thereto in the applicable Loan Agreement (as modified by the Amendment"Credit Agreement"). Each of the undersigned (eachindividually, a “"Guarantor”" and collectively, the "Guarantors") consents is a guarantor of, and pledgor of collateral for, the indebtedness and obligations of Borrower to the Holders of the Secured Obligations under the Credit Agreement, pursuant to the terms of certain Loan Documents, which include, without limitation, the guaranty agreements and provisions other collateral documents described on Schedule 1 attached hereto (collectively, the "Guarantor Documents"). Borrower has requested that U.S. Bank National Association, as Administrative Agent, LC Issuer and Swingline Lender and the Lenders agree to amend and modify the terms of the Credit Agreement in the manner set forth in the Amendment, and U.S. Bank National Association, as Administrative Agent, LC Issuer and Swingline Lender and the Lenders are willing to agree to the terms of the Amendment, but only if the Guarantors execute and deliver this Consent of Guarantors to the Administrative Agent for the benefit of the Lenders. To induce the Administrative Agent, LC Issuer, Swingline Lender and the Lenders to amend and modify the Credit Agreement pursuant to the terms of the Amendment and confirms and agrees that (a) such Guarantor’s obligations under the Continuing and Unconditional Guaranty dated as of March 13, 2019 in favor of Agent (the “Guaranty Agreement”) shall be unimpaired by the Amendment and all such obligations are hereby reaffirmed, (b) such Guarantor’s obligations under the Third Amended and Restated Security Agreement dated as of March 13, 2019, as a Debtor, in favor of Agent (the “Security Agreement”) shall be unimpaired by the Amendment and all such obligations are hereby reaffirmed, (c) such Guarantor’s obligations under the Second Amended and Restated Intellectual Property Security Agreement dated as of March 13, 2019, as a Debtor, in favor of Agent (the “IP Security Agreement”) shall be unimpaired by the Amendment and all such obligations are hereby reaffirmed, (d) such Guarantor’s obligations under the Third Amended and Restated Equity Pledge Agreement dated as of March 13, 2019, as a Pledgor, in favor of Agent (the “Equity Pledge Agreement”) shall be unimpaired by the Amendment and all such obligations are hereby reaffirmed, (e) neither this Consent nor the Amendment nor any of the other documents whose execution is contemplated hereby or thereby shall constitute a novation or in any way impair the first priority of the lien and security interest of the Security Agreement, IP Security Agreement or Equity Pledge Agreement or other Security Documents, (f) that any and all sums advanced in connection with the Loan Documents (as modified by the Amendment) shall be secured by the Security Documents with the same priority as the sums originally advanced under the Original Loan Agreement (as defined in the Amendment)Credit Agreement) to be executed and/or delivered to Administrative Agent in connection therewith, the undersigned Guarantors jointly and all existing security interests of Agent respecting all Collateral continue in full force and effect, (g) as of the date hereof, such Guarantor has no defense, set-off, counterclaim or challenge against the Guaranty Agreement, any Security Documents or other Loan Documents or any of its obligations thereunder, (h) the terms, conditions and covenants in the Guaranty Agreement, Security Agreement, IP Security Agreement, and Equity Pledge Agreement remain unaltered and in full force and effect, (i) the Obligations guaranteed by the Guaranty Agreement, as amended by the Amendment, are hereby ratified and confirmed, and (j) all representations and warranties of such Guarantor set forth in the Guaranty Agreement and each of the Security Documents, respectively, are true and correct in all material respects as of the date hereof, as if made on the date hereof, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct as of such prior date.severally:

Consent of Guarantors. Reference is hereby made Each of the undersigned has guaranteed the Obligations under (and as defined in) the Credit Agreement referred to the First Amendment herein pursuant to Loan Documents, a Subsidiary Guarantee dated as of September 21July 20, 2019 2006 (the “AmendmentGuarantee”)) The undersigned hereby absolutely and unconditionally (i) reaffirms the Guarantee, by (ii) consents and agrees to the terms and conditions of this Amendment No. 1 to the Credit Agreement, and (iii) consents and agrees to any increase in the amount of the Total Commitment pursuant to Section 5 of this Amendment No. 1. XXXX DRESS FOR LESS, INC. By: /s/ J. Call Name: Xxxx X. Call Title: Senior Vice President, Chief Financial Officer XXXX PROCUREMENT, INC. By: /s/ J. Call Name: Xxxx X. Call Title: Senior Vice President, Chief Financial Officer Counterpart signature page to Amendment No. 1 dated as of July 28, 2006 to Amended and Restated Revolving Credit Agreement, among Xxxxxxx Risk PartnersXxxx Stores, LLCInc., Bank of America, N.A., as Administrative Agent, and certain other Lending Institutions WACHOVIA BANK, NATIONAL ASSOCIATION as a Delaware limited liability company (the “Borrower”)Bank, for itself in its capacity as Syndication Agent, and in its subsidiariescapacity as successor to Southtrust Bank By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Managing Director Counterpart signature page to Amendment No. 1 dated as of July 28, Cadence 2006 to Amended and Restated Revolving Credit Agreement, among Xxxx Stores, Inc., Bank of America, N.A., as Administrative Agent, and certain other Lending Institutions JPMorgan Chase Bank, N.A., successor by merger to Bank One, NA, as a national banking association (“Cadence”)Bank, and the other lenders from time to time party to the Amendment (together with Cadence, a “Lender” and collectively the “Lenders”), and Cadence in its capacity as administrative agent and collateral agent for the Lenders (in such capacity, the “Agent”)Co-Documentation Agent By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Vice President Counterpart signature page to Amendment No. Capitalized terms used but not defined herein shall have the meanings assigned thereto in the applicable Loan Agreement (as modified by the Amendment). Each of the undersigned (each, a “Guarantor”) consents to the terms and provisions of the Amendment and confirms and agrees that (a) such Guarantor’s obligations under the Continuing and Unconditional Guaranty 1 dated as of March 13July 28, 2019 in favor of Agent (the “Guaranty Agreement”) shall be unimpaired by the Amendment and all such obligations are hereby reaffirmed, (b) such Guarantor’s obligations under the Third 2006 to Amended and Restated Security Agreement Revolving Credit Agreement, among Xxxx Stores, Inc., Bank of America, N.A., as Administrative Agent, and certain other Lending Institutions BNP PARIBAS as a Bank, and in its capacity as Co-Documentation Agent By: /s/ Xxxxxxxxx Xxxxx Name: Xxxxxxxxx Xxxxx Title: Managing Director By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Vice President Counterpart signature page to Amendment No. 1 dated as of March 13July 28, 20192006 to Amended and Restated Revolving Credit Agreement, among Xxxx Stores, Inc., Bank of America, N.A., as Administrative Agent, and certain other Lending Institutions XXXXX FARGO BANK, as a DebtorBank, and in favor its capacity as Co-Documentation Agent By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President Counterpart signature page to Amendment No. 1 dated as of Agent (the “Security Agreement”) shall be unimpaired by the Amendment and all such obligations are hereby reaffirmedJuly 28, (c) such Guarantor’s obligations under the Second 2006 to Amended and Restated Intellectual Property Security Agreement Revolving Credit Agreement, among Xxxx Stores, Inc., Bank of America, N.A., as Administrative Agent, and certain other Lending Institutions BANC OF AMERICA SECURITIES LLC By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Principal Counterpart signature page to Amendment No. 1 dated as of March 13July 28, 2019, as a Debtor, in favor of Agent (the “IP Security Agreement”) shall be unimpaired by the Amendment and all such obligations are hereby reaffirmed, (d) such Guarantor’s obligations under the Third 2006 to Amended and Restated Equity Pledge Agreement Revolving Credit Agreement, among Xxxx Stores, Inc., Bank of America, N.A., as Administrative Agent, and certain other Lending Institutions WACHOVIA CAPITAL MARKETS, LLC By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Managing Director Counterpart signature page to Amendment No. 1 dated as of March 13July 28, 20192006 to Amended and Restated Revolving Credit Agreement, among Xxxx Stores, Inc., Bank of America, N.A., as a PledgorAdministrative Agent, in favor and certain other Lending Institutions BANK OF THE WEST By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: RM Counterpart signature page to Amendment No. 1 dated as of Agent (the “Equity Pledge Agreement”) shall be unimpaired by the Amendment July 28, 2006 to Amended and all such obligations are hereby reaffirmed, (e) neither this Consent nor the Amendment nor any of the other documents whose execution is contemplated hereby or thereby shall constitute a novation or in any way impair the first priority of the lien and security interest of the Security Restated Revolving Credit Agreement, IP Security Agreement or Equity Pledge Agreement or other Security Documentsamong Xxxx Stores, (f) that any and all sums advanced in connection with the Loan Documents (Inc., Bank of America, N.A., as modified by the Amendment) shall be secured by the Security Documents with the same priority as the sums originally advanced under the Original Loan Agreement (as defined in the Amendment)Administrative Agent, and all existing security interests of Agent respecting all Collateral continue in full force and effectcertain other Lending Institutions UNION BANK OF CALIFORNIA, (g) N.A. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President Counterpart signature page to Amendment No. 1 dated as of the date hereofJuly 28, such Guarantor has no defense, set-off, counterclaim or challenge against the Guaranty 2006 to Amended and Restated Revolving Credit Agreement, any Security Documents or among Xxxx Stores, Inc., Bank of America, N.A., as Administrative Agent, and certain other Loan Documents or any Lending Institutions U.S. BANK NATIONAL ASSOCIATION By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: SVP Counterpart signature page to Amendment No. 1 dated as of its obligations thereunderJuly 28, (h) the terms, conditions 2006 to Amended and covenants in the Guaranty Restated Revolving Credit Agreement, Security among Xxxx Stores, Inc., Bank of America, N.A., as Administrative Agent, and certain other Lending Institutions KEYBANK NATIONAL ASSOCIATION By: /s/ Xxxxxxxx X. Xxxx Name: Xxxxxxxx X. Xxxx Title: Senior Vice President Counterpart signature page to Amendment No. 1 dated as of July 28, 2006 to Amended and Restated Revolving Credit Agreement, IP Security among Xxxx Stores, Inc., Bank of America, N.A., as Administrative Agent, and certain other Lending Institutions NATIONAL CITY BANK By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President Counterpart signature page to Amendment No. 1 dated as of July 28, 2006 to Amended and Restated Revolving Credit Agreement, among Xxxx Stores, Inc., Bank of America, N.A., as Administrative Agent, and Equity Pledge Agreement remain unaltered certain other Lending Institutions SUNTRUST BANK By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Managing Director Counterpart signature page to Amendment No. 1 dated as of July 28, 2006 to Amended and in full force Restated Revolving Credit Agreement, among Xxxx Stores, Inc., Bank of America, N.A., as Administrative Agent, and effectcertain other Lending Institutions THE BANK OF NEW YORK By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Managing Director Counterpart signature page to Amendment No. 1 dated as of July 28, (i) 2006 to Amended and Restated Revolving Credit Agreement, among Xxxx Stores, Inc., Bank of America, N.A., as Administrative Agent, and certain other Lending Institutions GUARANTY BANK By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Senior Vice President Counterpart signature page to Amendment No. 1 dated as of July 28, 2006 to Amended and Restated Revolving Credit Agreement, among Xxxx Stores, Inc., Bank of America, N.A., as Administrative Agent, and certain other Lending Institutions ISRAEL DISCOUNT BANK OF NEW YORK By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Vice President By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: First Vice President By executing this Joinder, the Obligations guaranteed by undersigned hereby becomes a party to the Guaranty Credit Agreement, as amended by this Amendment No. 1, with the Amendment, are hereby ratified rights and confirmedobligations of a Bank thereunder, and (j) all representations with the Commitment Amount and warranties of such Guarantor Revolving Credit Commitment Percentage set forth in the Guaranty Agreement and each of the Security Documents, respectively, are true and correct in all material respects as of the date hereof, as if made on the date hereof, except in the case of any such representation and warranty that expressly relates Schedule 1 to a prior date, in which case such representation and warranty shall be true and correct as of such prior datethis Amendment.

Consent of Guarantors. Reference is hereby made Each of the undersigned, as a guarantor of the obligations of CERTIFIED GROCERS OF CALIFORNIA, LTD., a California corporation ("Certified"), GROCERS GENERAL MERCHANDISE COMPANY, a California corporation ("GGMC"), and GROCERS SPECIALTY COMPANY, a California corporation ("GSC") (Certified, GGMC, and GSC are collectively referred to the First Amendment to herein as "Borrower"), arising out of that certain Amended and Restated Loan Documentsand Security Agreement, dated as of September 21March 17, 2019 1994, as amended by that certain Amendment Number One to Amended and Restated Loan and Security Agreement, dated as of November 1, 1994, and as further amended by that certain Amendment Number Two to Amended and Restated Loan and Security Agreement, dated as of December 3, 1994 (collectively, the “Amendment”"Agreement"), by and among Xxxxxxx Risk Partners, LLCBT Commercial Corporation, a Delaware limited liability company (the “Borrower”)corporation, for itself and its subsidiaries, Cadence Bank, N.A.Union Bank of California, a national California banking association corporation, First National Bank of Boston, National Association (“Cadence”collectively, "Agents"), and the other lenders from time party thereto (collectively, "Lenders"), on the one hand, and Borrower, on the other hand, hereby (a) acknowledges receipt of a copy of that certain Amendment Number Three to time party to the Amendment Amended and Restated Loan and Security Agreement (together with Cadence"Amendment"), dated as of May 28, 1996, among Agents, Lenders and Borrower, and Hawaii Grocery Stores, Limited, a “Lender” and collectively the “Lenders”Hawaii corporation ("HGS"), and Cadence in its capacity as administrative agent and collateral agent for the Lenders (in such capacity, the “Agent”). Capitalized terms used but not defined herein shall have the meanings assigned thereto in the applicable Loan Agreement (as modified by the Amendment). Each of the undersigned (each, a “Guarantor”b) consents to the terms and provisions release of the Amendment Continuing Guaranty dated March 17, 1994, given by HGS in favor of Lenders, (c) consents to the other terms contained in the Amendment, and confirms and (d) agrees that (a) such Guarantor’s obligations under the Continuing and Unconditional Guaranty executed by each of the undersigned, dated as of March 1317, 2019 in favor of Agent 1994 (collectively, the “Guaranty Agreement”) shall be unimpaired by the Amendment and all such obligations are hereby reaffirmed"Guaranties"), (b) such Guarantor’s obligations under the Third Amended and Restated Security Agreement dated as of March 13, 2019, as a Debtor, in favor of Agent (the “Security Agreement”) shall be unimpaired by the Amendment and all such obligations are hereby reaffirmed, (c) such Guarantor’s obligations under the Second Amended and Restated Intellectual Property Security Agreement dated as of March 13, 2019, as a Debtor, in favor of Agent (the “IP Security Agreement”) shall be unimpaired by the Amendment and all such obligations are hereby reaffirmed, (d) such Guarantor’s obligations under the Third Amended and Restated Equity Pledge Agreement dated as of March 13, 2019, as a Pledgor, in favor of Agent (the “Equity Pledge Agreement”) shall be unimpaired by the Amendment and all such obligations are hereby reaffirmed, (e) neither this Consent nor the Amendment nor any of the other documents whose execution is contemplated hereby or thereby shall constitute a novation or in any way impair the first priority of the lien and security interest of the Security Agreement, IP Security Agreement or Equity Pledge Agreement or other Security Documents, (f) that any and all sums advanced in connection with the Loan Documents (as modified by the Amendment) Agreement shall be secured by the Security Documents with the same priority as the sums originally advanced under the Original Loan Agreement (as defined in the Amendment), and all existing security interests of Agent respecting all Collateral continue remain in full force and effect, (g) effect as a continuing guaranty of the date hereof, such Guarantor has no defense, set-off, counterclaim or challenge against obligations of Borrower owing to Agents and Lenders under the Guaranty Agreement, any Security Documents or other Loan Documents or any of its obligations thereunder, (h) the terms, conditions and covenants in the Guaranty Agreement, Security Agreement, IP Security Agreement, and Equity Pledge Agreement remain unaltered and in full force and effect, (i) the Obligations guaranteed by the Guaranty Agreement, as amended by the Amendment, are hereby ratified and confirmed. Although Agents have informed us of the matters set forth above, and (j) all representations we have acknowledged same, we understand and warranties of agree that Agents have no duty under the Agreement, the Guaranties or any other agreement between us to so notify us or to seek an acknowledgment, and nothing contained herein is intended to or shall create such Guarantor set forth in the Guaranty Agreement and each of the Security Documents, respectively, are true and correct in all material respects a duty as of the date hereof, as if made on the date hereof, except in the case of to any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct as of such prior dateadvances or transactions hereafter.

Consent of Guarantors. Reference This Consent of Guarantors is hereby made being delivered pursuant to the First terms of that certain Amendment No. 6 to Loan DocumentsSecond Amended and Restated Credit Agreement dated of even date herewith (the "Amendment") among Orchids Paper Products Company, a Delaware corporation ("Borrower"), the Lenders named therein and U.S. Bank National Association, as Administrative Agent (the "Administrative Agent"), LC Issuer and Swingline Lender. The Amendment amends and modifies the terms of that certain Second Amended and Restated Credit Agreement dated as of September 21June 25, 2019 2015 between Borrower and U.S. Bank National Association, as Administrative Agent, LC Issuer and Swingline Lender, as amended by that certain (the “Amendment”)a) Amendment No. 1 to Second Amended and Restated Credit Agreement dated as of November 6, by 2015, (b) Amendment No. 2 to Second Amended and among Xxxxxxx Risk PartnersRestated Credit Agreement dated as of December 29, LLC2015, a Delaware limited liability company (the “Borrower”)c) Amendment No. 3 to Second Amended and Restated Credit Agreement dated as of January 19, for itself 2017, (d) Amendment No. 4 to Second Amended and its subsidiariesRestated Credit Agreement dated as of March 31, Cadence Bank2017 and (e) Amendment No. 5 to Second Amended and Restated Credit Agreement dated as of June 30, N.A., a national banking association 2017 (“Cadence”), and the other lenders from time to time party to the Amendment (together with Cadence, a “Lender” and collectively the “Lenders”), and Cadence in its capacity as administrative agent and collateral agent for the Lenders (in such capacitycollectively, the “Agent”). Capitalized terms used but not defined herein shall have the meanings assigned thereto in the applicable Loan Agreement (as modified by the Amendment"Credit Agreement"). Each of the undersigned (eachindividually, a “"Guarantor”" and collectively, the "Guarantors") consents is a guarantor of, and pledgor of collateral for, the indebtedness and obligations of Borrower to the Holders of the Secured Obligations under the Credit Agreement, pursuant to the terms of certain Loan Documents, which include, without limitation, the guaranty agreements and provisions other collateral documents described on Schedule 1 attached hereto (collectively, the "Guarantor Documents"). Borrower has requested that U.S. Bank National Association, as Administrative Agent, LC Issuer and Swingline Lender and the Lenders agree to amend and modify the terms of the Credit Agreement in the manner set forth in the Amendment, and U.S. Bank National Association, as Administrative Agent, LC Issuer and Swingline Lender and the Lenders are willing to agree to the terms of the Amendment, but only if the Guarantors execute and deliver this Consent of Guarantors to the Administrative Agent for the benefit of the Lenders. To induce the Administrative Agent, LC Issuer, Swingline Lender and the Lenders to amend and modify the Credit Agreement pursuant to the terms of the Amendment and confirms and agrees that (a) such Guarantor’s obligations under the Continuing and Unconditional Guaranty dated as of March 13, 2019 in favor of Agent (the “Guaranty Agreement”) shall be unimpaired by the Amendment and all such obligations are hereby reaffirmed, (b) such Guarantor’s obligations under the Third Amended and Restated Security Agreement dated as of March 13, 2019, as a Debtor, in favor of Agent (the “Security Agreement”) shall be unimpaired by the Amendment and all such obligations are hereby reaffirmed, (c) such Guarantor’s obligations under the Second Amended and Restated Intellectual Property Security Agreement dated as of March 13, 2019, as a Debtor, in favor of Agent (the “IP Security Agreement”) shall be unimpaired by the Amendment and all such obligations are hereby reaffirmed, (d) such Guarantor’s obligations under the Third Amended and Restated Equity Pledge Agreement dated as of March 13, 2019, as a Pledgor, in favor of Agent (the “Equity Pledge Agreement”) shall be unimpaired by the Amendment and all such obligations are hereby reaffirmed, (e) neither this Consent nor the Amendment nor any of the other documents whose execution is contemplated hereby or thereby shall constitute a novation or in any way impair the first priority of the lien and security interest of the Security Agreement, IP Security Agreement or Equity Pledge Agreement or other Security Documents, (f) that any and all sums advanced in connection with the Loan Documents (as modified by the Amendment) shall be secured by the Security Documents with the same priority as the sums originally advanced under the Original Loan Agreement (as defined in the Amendment)Credit Agreement) to be executed and/or delivered to Administrative Agent in connection therewith, the undersigned Guarantors jointly and all existing security interests of Agent respecting all Collateral continue in full force and effect, (g) as of the date hereof, such Guarantor has no defense, set-off, counterclaim or challenge against the Guaranty Agreement, any Security Documents or other Loan Documents or any of its obligations thereunder, (h) the terms, conditions and covenants in the Guaranty Agreement, Security Agreement, IP Security Agreement, and Equity Pledge Agreement remain unaltered and in full force and effect, (i) the Obligations guaranteed by the Guaranty Agreement, as amended by the Amendment, are hereby ratified and confirmed, and (j) all representations and warranties of such Guarantor set forth in the Guaranty Agreement and each of the Security Documents, respectively, are true and correct in all material respects as of the date hereof, as if made on the date hereof, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct as of such prior date.severally:

Consent of Guarantors. Reference This Consent of Guarantors is hereby made being delivered pursuant to the First terms of that certain Amendment No. 3 to Loan DocumentsSecond Amended and Restated Credit Agreement dated of even date herewith (the "Amendment") among Orchids Paper Products Company, a Delaware corporation ("Borrower"), the Lenders named therein and U.S. Bank National Association, as Administrative Agent (the "Administrative Agent"), LC Issuer and Swingline Lender. The Amendment amends and modifies the terms of that certain Second Amended and Restated Credit Agreement dated as of September 21June 25, 2019 (the “Amendment”)2015 between Borrower and U.S. Bank National Association, as Administrative Agent, LC Issuer and Swingline Lender, as amended by that certain Amendment No. 1 to Second Amended and among Xxxxxxx Risk PartnersRestated Credit Agreement dated as of November 6, LLC, a Delaware limited liability company (the “Borrower”), for itself and its subsidiaries, Cadence Bank, N.A., a national banking association (“Cadence”)2015, and the other lenders from time that certain Amendment No. 2 to time party to the Amendment Second Amended and Restated Credit Agreement dated as of December 29, 2015 (together with Cadence, a “Lender” and collectively the “Lenders”), and Cadence in its capacity as administrative agent and collateral agent for the Lenders (in such capacitycollectively, the “Agent”). Capitalized terms used but not defined herein shall have the meanings assigned thereto in the applicable Loan Agreement (as modified by the Amendment"Credit Agreement"). Each of the undersigned (eachindividually, a “"Guarantor”" and collectively, the "Guarantors") consents is a guarantor of, and pledgor of collateral for, the indebtedness and obligations of Borrower to the Holders of the Secured Obligations under the Credit Agreement, pursuant to the terms of certain Loan Documents, which include, without limitation, the guaranty agreements and provisions other collateral documents described on Schedule 1 attached hereto (collectively, the "Guarantor Documents"). Borrower has requested that U.S. Bank National Association, as Administrative Agent, LC Issuer and Swingline Lender and the Lenders agree to amend and modify the terms of the Credit Agreement in the manner set forth in the Amendment, and U.S. Bank National Association, as Administrative Agent, LC Issuer and Swingline Lender and the Lenders are willing to agree to the terms of the Amendment, but only if the Guarantors execute and deliver this Consent of Guarantors to the Administrative Agent for the benefit of the Lenders. To induce the Administrative Agent, LC Issuer, Swingline Lender and the Lenders to amend and modify the Credit Agreement pursuant to the terms of the Amendment and confirms and agrees that (a) such Guarantor’s obligations under the Continuing and Unconditional Guaranty dated as of March 13, 2019 in favor of Agent (the “Guaranty Agreement”) shall be unimpaired by the Amendment and all such obligations are hereby reaffirmed, (b) such Guarantor’s obligations under the Third Amended and Restated Security Agreement dated as of March 13, 2019, as a Debtor, in favor of Agent (the “Security Agreement”) shall be unimpaired by the Amendment and all such obligations are hereby reaffirmed, (c) such Guarantor’s obligations under the Second Amended and Restated Intellectual Property Security Agreement dated as of March 13, 2019, as a Debtor, in favor of Agent (the “IP Security Agreement”) shall be unimpaired by the Amendment and all such obligations are hereby reaffirmed, (d) such Guarantor’s obligations under the Third Amended and Restated Equity Pledge Agreement dated as of March 13, 2019, as a Pledgor, in favor of Agent (the “Equity Pledge Agreement”) shall be unimpaired by the Amendment and all such obligations are hereby reaffirmed, (e) neither this Consent nor the Amendment nor any of the other documents whose execution is contemplated hereby or thereby shall constitute a novation or in any way impair the first priority of the lien and security interest of the Security Agreement, IP Security Agreement or Equity Pledge Agreement or other Security Documents, (f) that any and all sums advanced in connection with the Loan Documents (as modified by the Amendment) shall be secured by the Security Documents with the same priority as the sums originally advanced under the Original Loan Agreement (as defined in the Amendment)Credit Agreement) to be executed and/or delivered to Administrative Agent in connection therewith, the undersigned Guarantors jointly and all existing security interests of Agent respecting all Collateral continue in full force and effect, (g) as of the date hereof, such Guarantor has no defense, set-off, counterclaim or challenge against the Guaranty Agreement, any Security Documents or other Loan Documents or any of its obligations thereunder, (h) the terms, conditions and covenants in the Guaranty Agreement, Security Agreement, IP Security Agreement, and Equity Pledge Agreement remain unaltered and in full force and effect, (i) the Obligations guaranteed by the Guaranty Agreement, as amended by the Amendment, are hereby ratified and confirmed, and (j) all representations and warranties of such Guarantor set forth in the Guaranty Agreement and each of the Security Documents, respectively, are true and correct in all material respects as of the date hereof, as if made on the date hereof, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct as of such prior date.severally:

Consent of Guarantors. Reference This Consent of Guarantors (this “Consent”) is hereby made delivered to Bison Capital Equity Partners II-A, L.P., a Delaware limited partnership and Bison Capital Equity Partners II-B, L.P., a Delaware limited partnership (collectively, “Purchaser”) with reference to that certain Securities Purchase Agreement dated as of March 31, 2008 by and between Purchaser and the Company, as amended by the First Amendment to Loan Documents, Securities Purchase Agreement dated as of April 16, 2009, the Second Amendment to Securities Purchase Agreement dated February 12, 2010, the Third Amendment to Securities Purchase Agreement dated May 24, 2010, the Fourth Amendment to Securities Purchase Agreement dated September 2117, 2019 2010, the Fifth Amendment to Securities Purchase Agreement dated October 13, 2010 and the Sixth Amendment to Securities Purchase Agreement dated as of even date herewith (as otherwise amended, the “Securities Purchase Agreement”) among Subordinated Lender and The Center for Wound Healing, Inc., a Nevada corporation (the “Amendment”), by and among Xxxxxxx Risk Partners, LLC, a Delaware limited liability company (the “Borrower”), for itself and its subsidiaries, Cadence Bank, N.A., a national banking association (“Cadence”), and the other lenders from time to time party to the Amendment (together with Cadence, a “Lender” and collectively the “Lenders”), and Cadence in its capacity as administrative agent and collateral agent for the Lenders (in such capacity, the “AgentCompany”). Capitalized terms used but in this Consent, and not defined herein shall have otherwise defined, are used with the meanings assigned thereto set forth for those terms in the applicable Loan Agreement (as modified by the Amendment)Securities Purchase Agreement. Each of the undersigned hereby (eacha) ratifies and reaffirms all of its obligations to Purchaser under the Transaction Documents to which it is a party, a “Guarantor”(b) consents to the terms execution and provisions delivery by the Company of the Third Amendment To Waiver and confirms and agrees that (a) such Guarantor’s obligations under the Continuing and Unconditional Guaranty dated as of March 13, 2019 in favor of Agent (the “Guaranty Agreement”) shall be unimpaired by the Amendment and all such obligations are hereby reaffirmed, (b) such Guarantor’s obligations under the Third Amended and Restated Security Forbearance Agreement dated as of March 13November 12, 2019, as a Debtor, in favor of Agent 2010 (the “Security Agreement”) shall be unimpaired by ), between Purchaser and the Amendment Company, and all such obligations are hereby reaffirmed, (c) such Guarantor’s obligations under the Second Amended and Restated Intellectual Property Security Agreement dated as of March 13, 2019, as a Debtor, in favor of Agent (the “IP Security Agreement”) shall be unimpaired by the Amendment and all such obligations are hereby reaffirmed, (d) such Guarantor’s obligations under the Third Amended and Restated Equity Pledge Agreement dated as of March 13, 2019, as a Pledgor, in favor of Agent (the “Equity Pledge Agreement”) shall be unimpaired by the Amendment and all such obligations are hereby reaffirmed, (e) neither this Consent nor the Amendment nor any confirms that each of the other documents whose execution Transaction Documents to which it is contemplated hereby or thereby shall constitute a novation or in any way impair the first priority of the lien and security interest of the Security Agreement, IP Security Agreement or Equity Pledge Agreement or other Security Documents, (f) that any and all sums advanced in connection with the Loan Documents (as modified by the Amendment) shall be secured by the Security Documents with the same priority as the sums originally advanced under the Original Loan Agreement (as defined in the Amendment), and all existing security interests of Agent respecting all Collateral continue party remains in full force and effect, (g) as . Each of the date hereof, such Guarantor has no defense, set-off, counterclaim or challenge against undersigned agrees that the Guaranty Agreement, any Security Documents or other Loan Documents or any execution of its obligations thereunder, (h) this Consent is not necessary for the terms, conditions continued validity and covenants in the Guaranty Agreement, Security Agreement, IP Security Agreement, and Equity Pledge Agreement remain unaltered and in full force and effect, (i) the Obligations guaranteed by the Guaranty Agreement, as amended by the Amendment, are hereby ratified and confirmed, and (j) all representations and warranties of such Guarantor set forth in the Guaranty Agreement and each enforceability of the Security Transaction Documents, respectively, are true and correct but is executed in all material respects as of order to induce Purchaser to enter into the date hereof, as if made on the date hereof, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct as of such prior dateAgreement.

Consent of Guarantors. Reference is hereby made The undersigned, having jointly, severally and unconditionally guaranteed the Obligations of Borrower to Lender under the First Amendment Loan Agreement pursuant to Loan Documentsa certain Unconditional, Unlimited Continuing Guaranty of Payment and Performance agreements, each dated as of September 21June 28, 2019 2000, and dated as of November 13, 2009 with respect to each of Energy Harvesting Company, Canadian Commercial Vehicles Corporation, Eastern Industrial Limited (the “Amendment”), by and among Xxxxxxx Risk Partners, LLC, a Delaware limited liability company (the “Borrower”), for itself and its subsidiaries, Cadence Bank, N.A., a national banking association (“Cadence”Shanghai), and Eberworld S.A. de C.V. (collectively, the other lenders from time to time party to the Amendment (together with Cadence, a “Lender” and collectively the “Lenders”"Guaranties"), and Cadence in its capacity as administrative agent and collateral agent for the Lenders (in such capacity, the “Agent”). Capitalized terms used but not defined herein shall have the meanings assigned thereto in the applicable Loan Agreement (as modified by the Amendment). Each of the undersigned (each, a “Guarantor”) consents hereby consent to the terms and provisions conditions of the this Fifth Amendment. To induce Lender to enter into this Fifth Amendment and confirms in consideration of its so doing, the undersigned hereby consent to its execution and agrees delivery by Borrower and agree that (a) such Guarantor’s obligations under the Continuing Borrower's execution and Unconditional Guaranty dated as delivery of March 13, 2019 in favor of Agent (the “Guaranty Agreement”) shall be unimpaired by the this Fifth Amendment and all such obligations are hereby reaffirmed, (b) such Guarantor’s obligations under the Third Amended and Restated Security Agreement dated as of March 13, 2019, as a Debtor, in favor of Agent (the “Security Agreement”) shall be unimpaired by the Amendment and all such obligations are hereby reaffirmed, (c) such Guarantor’s obligations under the Second Amended and Restated Intellectual Property Security Agreement dated as of March 13, 2019, as a Debtor, in favor of Agent (the “IP Security Agreement”) shall be unimpaired by the Amendment and all such obligations are hereby reaffirmed, (d) such Guarantor’s obligations under the Third Amended and Restated Equity Pledge Agreement dated as of March 13, 2019, as a Pledgor, in favor of Agent (the “Equity Pledge Agreement”) shall be unimpaired by the Amendment and all such obligations are hereby reaffirmed, (e) neither this Consent nor the Amendment nor any of the other documents whose execution is contemplated hereby or thereby shall constitute a novation or will not in any way impair Lender's rights or alter, diminish or otherwise affect the first priority of the lien undersigneds' joint, several and security interest of the Security Agreement, IP Security Agreement or Equity Pledge Agreement or other Security Documents, (f) that any and all sums advanced in connection with the Loan Documents (as modified by the Amendment) shall be secured by the Security Documents with the same priority as the sums originally advanced unconditional obligations to Lender under the Original Loan Agreement (as defined in the Amendment)Guaranties, and all existing security interests of Agent respecting all Collateral continue which shall remain in full force and effect. The undersigned specifically acknowledge and agree that all documents, (g) as of agreements and instruments executed and delivered by the date hereof, such Guarantor has no defense, set-off, counterclaim or challenge against undersigned to Lender in connection with the Guaranty Agreement, any Security Documents or other Loan Documents or any of its obligations thereunder, (h) the terms, conditions and covenants in the Guaranty Agreement, Security Agreement, IP Security Agreement, and Equity Pledge Agreement Guaranties shall remain unaltered and in full force and effecteffect without modification, (i) the Obligations guaranteed by the Guaranty Agreement, as amended by the notwithstanding this Fifth Amendment, are hereby ratified and confirmed, and (j) all representations and warranties of such Guarantor set forth in the Guaranty Agreement and each of the Security Documents, respectively, are true and correct in all material respects . Dated as of the date hereof13th day of November, as if made on the date hereof2009. ASHTABULA INDUSTRIAL HARDWARE CO. Xxxxxxx X. Xxxxxxx Its President Duly Authorized SESAMEE MEXICANA, except in the case of any such representation and warranty that expressly relates to a prior dateS.A. de C.V. Xxxxxxx X. Xxxxxxx Its Duly Authorized Agent WORLD SECURITY INDUSTRIES COMPANY LIMITED Xxxxxxx X. Xxxxxxx Its Chairman Duly Authorized WORLD LOCK CO., in which case such representation and warranty shall be true and correct as of such prior date.LTD. Xxxxxxx X. Xxxxxxx Its Chairman Duly Authorized EBERHARD HARDWARE MANUFACTURING LIMITED Xxxxxxx X. Xxxxxxx Its President Duly Authorized ENERGY HARVESTING COMPANY Xxxxxxx X. Xxxxxxx Its Chairman Duly Authorized CANADIAN COMMERCIAL VEHICLES CORPORATION Xxxxxxx X. Xxxxxxx Its President Duly Authorized EASTERN INDUSTRIAL LIMITED (SHANGHAI) Xxxx X. Xxxxxxxx Its Chairman Duly Authorized EBERWORLD S.A. de C.V. Xxxxxxx X. Xxxxxxx Its President Duly Authorized