Reaffirmation of Guaranty and Security. In satisfaction of the condition set forth in the Fourth Amendment to Credit Agreement between Agent, LC Issuer, the Lenders and Borrowers (the “Amendment”), the undersigned (“Guarantors”) hereby: (i) consent to the Amendment, the other Amendment Documents and to the transactions contemplated thereby, (ii) ratify and reaffirm their Guaranty dated as of July 30, 2010 (the “Guaranty”), (iii) acknowledge and agree that Guarantors are not released from their obligations under the Guaranty by reason of the Amendment, the other Amendment Documents or the transactions contemplated thereby and that the obligations of Guarantors under the Guaranty extend to the Credit Agreement and the other Loan Documents, as amended, or as amended and restated, in connection with the Amendment and the other Amendment Documents, and (iv) confirm that the Amendment and the other Amendment Documents shall not in any manner (a) constitute the refinancing, refunding, payment or extinguishment of the indebtedness evidenced by the existing Loan Documents and secured by their Security Agreement dated as of July 30, 2010 (the “Security Agreement”); (b) be deemed to evidence a novation of the outstanding balance of the indebtedness secured by the Security Agreement; or (c) affect, replace, impair, or extinguish the creation, attachment, perfection or priority of the Liens on the Loan Collateral granted pursuant to the Security Agreement or any other Security Document evidencing, governing or creating a Lien on the Loan Collateral. Guarantors further ratify and reaffirm any and all grants of Liens to Agent on the Loan Collateral to secure Guarantors' obligations owing under the Guaranty, and Guarantors acknowledge and confirm that the grants of the Liens to Agent on Guarantors' Loan Collateral: (A) represent continuing Liens on all such Loan Collateral, (B) secure all of the Guaranteed Obligations (as defined in the Guaranty), and (C) represent valid, first and best Liens on all such Loan Collateral, subject to the Permitted Liens. This Reaffirmation of Guaranty and Security shall not be construed, by implication or otherwise, as imposing any requirement that Agent notify or seek the consent of Guarantors relative to any past or future extension of credit, or modification, extension or other action with respect thereto, in order for any such extension of credit or modification, extension or other action with respect thereto to be subject to the Guaranty or the Security Agreement, it being expressly acknowledged and reaffirmed that Guarantors have under the Guaranty and the Security Agreement consented, among others things, to modifications, extensions and other actions with respect thereto without any notice thereof or further consent thereto. All references in any of the Loan Documents to the Guaranty will be deemed to be references to the Guaranty as amended by this Reaffirmation of Guaranty and Security. This Reaffirmation of Guaranty and Security may be signed by facsimile signatures or other electronic delivery of an image file reflecting the execution hereof, and if so signed, (i) may be relied on by each party and Fifth Third Bank as if this Reaffirmation of Guaranty and Security were a manually signed original and (ii) will be binding on each party for all purposes. All capitalized terms used in this Reaffirmation of Guaranty and Security and not otherwise defined herein shall have the meanings ascribed thereto in the Amendment. [Signature Page Follows]
Appears in 1 contract
Samples: Credit Agreement (Industrial Services of America Inc /Fl)
Reaffirmation of Guaranty and Security. In satisfaction of the condition set forth in the Fourth Amendment to Credit Agreement between Agent, LC Issuer, the Lenders and Borrowers (the “Amendment”), the The undersigned (“GuarantorsParent”) hereby: (i) consent consents to the execution and delivery of the foregoing Seventh Amendment to Financing Agreement (the “Seventh Amendment”) made by Environmental Quality Management, the other Amendment Documents Inc., an Ohio corporation (“EQMI”), and EQ Engineers, LLC, an Indiana limited liability company, to the transactions contemplated therebyU.S. Bank National Association, a national banking association (“Lender”); (ii) ratify ratifies and reaffirm their Guaranty dated as of July 30reaffirms the Parent Guaranty, 2010 the Parent Pledge Agreement, and the other Loan Documents to which Parent is a party (collectively, the “GuarantyParent Loan Documents”), ; and (iii) acknowledge acknowledges and agree agrees that Guarantors are Parent is not released from their its obligations under the Guaranty Parent Loan Documents by reason of the Amendment, the other Seventh Amendment Documents or the transactions contemplated thereby documents, instruments or agreements executed in connection therewith and that the obligations of Guarantors under the Guaranty extend to the Credit Agreement and the other Loan Documents, as amended, or as amended and restated, in connection with the Amendment and the other Amendment Documents, and (iv) confirm that the Amendment and the other Amendment Documents shall not in any manner (a) constitute the refinancing, refunding, payment or extinguishment of the indebtedness evidenced by the existing Loan Documents and secured by their Security Agreement dated as of July 30, 2010 (the “Security Agreement”); (b) be deemed to evidence a novation of the outstanding balance of the indebtedness secured by the Security Agreement; or (c) affect, replace, impair, or extinguish the creation, attachment, perfection or priority of the Liens on the Loan Collateral granted pursuant to the Security Agreement or any other Security Document evidencing, governing or creating a Lien on the Loan Collateral. Guarantors further ratify and reaffirm any and all grants of Liens to Agent on the Loan Collateral to secure Guarantors' obligations owing under the Guaranty, and Guarantors acknowledge and confirm that the grants of the Liens to Agent on Guarantors' Loan Collateral: (A) represent continuing Liens on all such Loan Collateral, (B) secure all of the Guaranteed Obligations (as defined in the Parent Guaranty), the “Guaranteed Obligations”) extend, among other Obligations of Borrowers to Lender, to the Obligations of Borrowers under the Seventh Amendment and the documents, instruments or agreements executed in connection therewith. Without limiting any of the foregoing, Parent further acknowledges receipt of a copy of the Seventh Amendment. Parent further ratifies and reaffirms any and all grants of Liens to Lender on the Loan Collateral as security for the Guaranteed Obligations, and Parent acknowledges and confirms that the grants of the Liens to Lender on the Loan Collateral: (i) represent continuing Liens on all of the Loan Collateral, (ii) secure all of the Guaranteed Obligations, and (Ciii) represent valid, first and best Liens on all such of the Loan Collateral, subject Collateral except to the extent of any Permitted Liens. Parent hereby releases Lender from any and all liabilities, damages and claims arising from or in any way related to the Guaranteed Obligations, the Parent Loan Documents, or the other Loan Documents, other than such liabilities, damages and claims which arise after the Effective Date. The foregoing release does not release or discharge, or operate to waive performance by, Lender of its express agreements and obligations stated in the Loan Documents on and after the Effective Date. This Reaffirmation of Guaranty and Security (this “Reaffirmation”) shall not be construed, by implication or otherwise, as imposing any requirement that Agent Lender notify or seek the consent of Guarantors Parent relative to any past or future extension of credit, or modification, extension or other action with respect thereto, in order for any such extension of credit or modification, extension or other action with respect thereto to be subject to the Guaranty or the Security AgreementParent Loan Documents, it being expressly acknowledged and reaffirmed that Guarantors have Parent has under the Guaranty and the Security Agreement Parent Loan Documents consented, among others other things, to modifications, extensions and other actions with respect thereto without any notice thereof or further consent thereto. All references capitalized terms used in any of the Loan Documents to the Guaranty will be deemed to be references to the Guaranty as amended by this Reaffirmation of Guaranty and Securitynot otherwise defined herein shall have the meanings ascribed thereto in the Seventh Amendment or the Financing Agreement, as applicable. This Reaffirmation of Guaranty and Security may be signed by facsimile signatures or other electronic delivery of an image file reflecting the execution hereof, and and, if so signed, : (i) may be relied on by each party and Fifth Third Bank Lender as if this Reaffirmation of Guaranty and Security the document were a manually signed original and (ii) will be binding on each party Parent for all purposes. All capitalized terms used in this Reaffirmation of Guaranty and Security and not otherwise defined herein shall have the meanings ascribed thereto in the Amendment. [Signature Page Follows].
Appears in 1 contract
Samples: Financing Agreement (EQM Technologies & Energy, Inc.)
Reaffirmation of Guaranty and Security. In satisfaction of the condition set forth in the Fourth Amendment to Credit Agreement between Agent, LC Issuer, the Lenders and Borrowers (the “Amendment”), the The undersigned (“GuarantorsParent”) hereby: (i) consent consents to the execution and delivery of the foregoing Ninth Amendment to Financing Agreement (the “Ninth Amendment”) made by Environmental Quality Management, the other Amendment Documents Inc., an Ohio corporation (“EQMI”), and EQ Engineers, LLC, an Indiana limited liability company, to the transactions contemplated therebyU.S. Bank National Association, a national banking association (“Lender”); (ii) ratify ratifies and reaffirm their Guaranty dated as of July 30reaffirms the Parent Guaranty, 2010 the Parent Pledge Agreement, and the other Loan Documents to which Parent is a party (collectively, the “GuarantyParent Loan Documents”), ; and (iii) acknowledge acknowledges and agree agrees that Guarantors are Parent is not released from their its obligations under the Guaranty Parent Loan Documents by reason of the Amendment, the other Ninth Amendment Documents or the transactions contemplated thereby documents, instruments or agreements executed in connection therewith and that the obligations of Guarantors under the Guaranty extend to the Credit Agreement and the other Loan Documents, as amended, or as amended and restated, in connection with the Amendment and the other Amendment Documents, and (iv) confirm that the Amendment and the other Amendment Documents shall not in any manner (a) constitute the refinancing, refunding, payment or extinguishment of the indebtedness evidenced by the existing Loan Documents and secured by their Security Agreement dated as of July 30, 2010 (the “Security Agreement”); (b) be deemed to evidence a novation of the outstanding balance of the indebtedness secured by the Security Agreement; or (c) affect, replace, impair, or extinguish the creation, attachment, perfection or priority of the Liens on the Loan Collateral granted pursuant to the Security Agreement or any other Security Document evidencing, governing or creating a Lien on the Loan Collateral. Guarantors further ratify and reaffirm any and all grants of Liens to Agent on the Loan Collateral to secure Guarantors' obligations owing under the Guaranty, and Guarantors acknowledge and confirm that the grants of the Liens to Agent on Guarantors' Loan Collateral: (A) represent continuing Liens on all such Loan Collateral, (B) secure all of the Guaranteed Obligations (as defined in the Parent Guaranty), the “Guaranteed Obligations”) extend, among other Obligations of Borrowers to Lender, to the Obligations of Borrowers under the Ninth Amendment and the documents, instruments or agreements executed in connection therewith. Without limiting any of the foregoing, Parent further acknowledges receipt of a copy of the Ninth Amendment. Parent further ratifies and reaffirms any and all grants of Liens to Lender on the Loan Collateral as security for the Guaranteed Obligations, and Parent acknowledges and confirms that the grants of the Liens to Lender on the Loan Collateral: (i) represent continuing Liens on all of the Loan Collateral, (ii) secure all of the Guaranteed Obligations, and (Ciii) represent valid, first and best Liens on all such of the Loan Collateral, subject Collateral except to the extent of any Permitted Liens. Parent hereby releases Lender from any and all liabilities, damages and claims arising from or in any way related to the Guaranteed Obligations, the Parent Loan Documents, or the other Loan Documents, other than such liabilities, damages and claims which arise after the Effective Date. The foregoing release does not release or discharge, or operate to waive performance by, Lender of its express agreements and obligations stated in the Loan Documents on and after the Effective Date. This Reaffirmation of Guaranty and Security (this “Reaffirmation”) shall not be construed, by implication or otherwise, as imposing any requirement that Agent Lender notify or seek the consent of Guarantors Parent relative to any past or future extension of credit, or modification, extension or other action with respect thereto, in order for any such extension of credit or modification, extension or other action with respect thereto to be subject to the Guaranty or the Security AgreementParent Loan Documents, it being expressly acknowledged and reaffirmed that Guarantors have Parent has under the Guaranty and the Security Agreement Parent Loan Documents consented, among others other things, to modifications, extensions and other actions with respect thereto without any notice thereof or further consent thereto. All references capitalized terms used in any of the Loan Documents to the Guaranty will be deemed to be references to the Guaranty as amended by this Reaffirmation of Guaranty and Securitynot otherwise defined herein shall have the meanings ascribed thereto in the Ninth Amendment or the Financing Agreement, as applicable. This Reaffirmation of Guaranty and Security may be signed by facsimile signatures or other electronic delivery of an image file reflecting the execution hereof, and and, if so signed, : (i) may be relied on by each party and Fifth Third Bank Lender as if this Reaffirmation of Guaranty and Security the document were a manually signed original and (ii) will be binding on each party Parent for all purposes. All capitalized terms used in this Reaffirmation of Guaranty and Security and not otherwise defined herein shall have the meanings ascribed thereto in the Amendment. [Signature Page Follows].
Appears in 1 contract
Samples: Financing Agreement (EQM Technologies & Energy, Inc.)
Reaffirmation of Guaranty and Security. In satisfaction of the condition set forth in the Fourth Fifth Amendment to Credit Agreement between Agent, LC Issuer, the Lenders and Borrowers (the “Amendment”), the undersigned (“Guarantors”) hereby: (i) consent to the Amendment, the other Amendment Documents and to the transactions contemplated thereby, (ii) ratify and reaffirm their Guaranty dated as of July 30, 2010 (the “Guaranty”), (iii) acknowledge and agree that Guarantors are not released from their obligations under the Guaranty by reason of the Amendment, the other Amendment Documents or the transactions contemplated thereby and that the obligations of Guarantors under the Guaranty extend to the Credit Agreement and the other Loan Documents, as amended, or as amended and restated, in connection with the Amendment and the other Amendment Documents, and (iv) confirm that the Amendment and the other Amendment Documents shall not in any manner (a) constitute the refinancing, refunding, payment or extinguishment of the indebtedness evidenced by the existing Loan Documents and secured by their Security Agreement dated as of July 30, 2010 (the “Security Agreement”); (b) be deemed to evidence a novation of the outstanding balance of the indebtedness secured by the Security Agreement; or (c) affect, replace, impair, or extinguish the creation, attachment, perfection or priority of the Liens on the Loan Collateral granted pursuant to the Security Agreement or any other Security Document evidencing, governing or creating a Lien on the Loan Collateral. Guarantors further ratify and reaffirm any and all grants of Liens to Agent on the Loan Collateral to secure Guarantors' obligations owing under the Guaranty, and Guarantors acknowledge and confirm that the grants of the Liens to Agent on Guarantors' Loan Collateral: (A) represent continuing Liens on all such Loan Collateral, (B) secure all of the Guaranteed Obligations (as defined in the Guaranty), and (C) represent valid, first and best Liens on all such Loan Collateral, subject to the Permitted Liens. This Reaffirmation of Guaranty and Security shall not be construed, by implication or otherwise, as imposing any requirement that Agent notify or seek the consent of Guarantors relative to any past or future extension of credit, or modification, extension or other action with respect thereto, in order for any such extension of credit or modification, extension or other action with respect thereto to be subject to the Guaranty or the Security Agreement, it being expressly acknowledged and reaffirmed that Guarantors have under the Guaranty and the Security Agreement consented, among others things, to modifications, extensions and other actions with respect thereto without any notice thereof or further consent thereto. All references in any of the Loan Documents to the Guaranty will be deemed to be references to the Guaranty as amended by this Reaffirmation of Guaranty and Security. This Reaffirmation of Guaranty and Security may be signed by facsimile signatures or other electronic delivery of an image file reflecting the execution hereof, and if so signed, (i) may be relied on by each party and Fifth Third Bank as if this Reaffirmation of Guaranty and Security were a manually signed original and (ii) will be binding on each party for all purposes. All capitalized terms used in this Reaffirmation of Guaranty and Security and not otherwise defined herein shall have the meanings ascribed thereto in the Amendment. [Signature Page Follows]
Appears in 1 contract
Samples: Credit Agreement (Industrial Services of America Inc /Fl)
Reaffirmation of Guaranty and Security. In satisfaction of the condition set forth in the Fourth Amendment to Credit Agreement between Agent, LC Issuer, the Lenders and Borrowers (the “Amendment”), the The undersigned (“GuarantorsParent”) hereby: (i) consent consents to the execution and delivery of the foregoing Sixth Amendment to Financing Agreement (the “Sixth Amendment”) made by Environmental Quality Management, the other Amendment Documents Inc., an Ohio corporation (“EQMI”), and EQ Engineers, LLC, an Indiana limited liability company, to the transactions contemplated therebyU.S. Bank National Association, a national banking association (“Lender”); (ii) ratify ratifies and reaffirm their Guaranty dated as of July 30reaffirms the Parent Guaranty, 2010 the Parent Pledge Agreement, and the other Loan Documents to which Parent is a party (collectively, the “GuarantyParent Loan Documents”), ; and (iii) acknowledge acknowledges and agree agrees that Guarantors are Parent is not released from their its obligations under the Guaranty Parent Loan Documents by reason of the Amendment, the other Sixth Amendment Documents or the transactions contemplated thereby documents, instruments or agreements executed in connection therewith and that the obligations of Guarantors under the Guaranty extend to the Credit Agreement and the other Loan Documents, as amended, or as amended and restated, in connection with the Amendment and the other Amendment Documents, and (iv) confirm that the Amendment and the other Amendment Documents shall not in any manner (a) constitute the refinancing, refunding, payment or extinguishment of the indebtedness evidenced by the existing Loan Documents and secured by their Security Agreement dated as of July 30, 2010 (the “Security Agreement”); (b) be deemed to evidence a novation of the outstanding balance of the indebtedness secured by the Security Agreement; or (c) affect, replace, impair, or extinguish the creation, attachment, perfection or priority of the Liens on the Loan Collateral granted pursuant to the Security Agreement or any other Security Document evidencing, governing or creating a Lien on the Loan Collateral. Guarantors further ratify and reaffirm any and all grants of Liens to Agent on the Loan Collateral to secure Guarantors' obligations owing under the Guaranty, and Guarantors acknowledge and confirm that the grants of the Liens to Agent on Guarantors' Loan Collateral: (A) represent continuing Liens on all such Loan Collateral, (B) secure all of the Guaranteed Obligations (as defined in the Parent Guaranty), the “Guaranteed Obligations”) extend, among other Obligations of Borrowers to Lender, to the Obligations of Borrowers under the Sixth Amendment and the documents, instruments or agreements executed in connection therewith. Without limiting any of the foregoing, Parent further acknowledges receipt of a copy of the Sixth Amendment. Parent further ratifies and reaffirms any and all grants of Liens to Lender on the Loan Collateral as security for the Guaranteed Obligations, and Parent acknowledges and confirms that the grants of the Liens to Lender on the Loan Collateral: (i) represent continuing Liens on all of the Loan Collateral, (ii) secure all of the Guaranteed Obligations, and (Ciii) represent valid, first and best Liens on all such of the Loan Collateral, subject Collateral except to the extent of any Permitted Liens. Parent hereby releases Lender from any and all liabilities, damages and claims arising from or in any way related to the Guaranteed Obligations, the Parent Loan Documents, or the other Loan Documents, other than such liabilities, damages and claims which arise after the Effective Date. The foregoing release does not release or discharge, or operate to waive performance by, Lender of its express agreements and obligations stated in the Loan Documents on and after the Effective Date. This Reaffirmation of Guaranty and Security (this “Reaffirmation”) shall not be construed, by implication or otherwise, as imposing any requirement that Agent Lender notify or seek the consent of Guarantors Parent relative to any past or future extension of credit, or modification, extension or other action with respect thereto, in order for any such extension of credit or modification, extension or other action with respect thereto to be subject to the Guaranty or the Security AgreementParent Loan Documents, it being expressly acknowledged and reaffirmed that Guarantors have Parent has under the Guaranty and the Security Agreement Parent Loan Documents consented, among others other things, to modifications, extensions and other actions with respect thereto without any notice thereof or further consent thereto. All references capitalized terms used in any of the Loan Documents to the Guaranty will be deemed to be references to the Guaranty as amended by this Reaffirmation of Guaranty and Securitynot otherwise defined herein shall have the meanings ascribed thereto in the Sixth Amendment or the Financing Agreement, as applicable. This Reaffirmation of Guaranty and Security may be signed by facsimile signatures or other electronic delivery of an image file reflecting the execution hereof, and and, if so signed, : (i) may be relied on by each party and Fifth Third Bank Lender as if this Reaffirmation of Guaranty and Security the document were a manually signed original and (ii) will be binding on each party Parent for all purposes. All capitalized terms used in this Reaffirmation of Guaranty and Security and not otherwise defined herein shall have the meanings ascribed thereto in the Amendment. [Signature Page Follows].
Appears in 1 contract
Samples: Financing Agreement (EQM Technologies & Energy, Inc.)