GUARANTOR'S ACKNOWLEDGEMENT Clause Samples

GUARANTOR'S ACKNOWLEDGEMENT. The Guarantor warrants, acknowledges and confirms to the Buyer that it has not entered into this deed of guarantee in reliance upon the Buyer nor been induced to enter into this deed of guarantee by any representation, warranty or undertaking made by, or on behalf of the Buyer, (whether express or implied and whether following statute or otherwise) which is not in this deed of guarantee The Buyer will be entitled to assign or transfer the benefit of this deed of guarantee at any time to any person without the consent of the Guarantor being required and any such assignment or transfer will not release the Guarantor from its liability under this Guarantee. The Guarantor may not assign or transfer any of its rights or obligations under this deed of guarantee.

GUARANTOR'S ACKNOWLEDGEMENT. The Guarantor warrants, acknowledges and confirms to the Buyer that it has not entered into this Deed of Guarantee in reliance upon the Buyer nor been induced to enter into this Deed of Guarantee by any representation, warranty or undertaking made by, or on behalf of the Buyer, (whether express or implied and whether following statute or otherwise) which is not in this Deed of Guarantee.

GUARANTOR'S ACKNOWLEDGEMENT. The undersigned, each a guarantor of the “Obligations” of UNIFI, INC., a New York corporation (“Parent”), UNIFI MANUFACTURING, INC., a North Carolina corporation (“Unifi Manufacturing”; Unifi Manufacturing and Parent are herein collectively called the “Borrowers” and each individually a “Borrower”), under and as defined in that certain Credit Agreement dated as of May 24, 2012 (as amended or modified from time to time, collectively, the “Credit Agreement”) among Borrowers, the lenders party thereto (the “Lenders”), and ▇▇▇▇▇ FARGO BANK, N.A., as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Agent”), sole bookrunner and lead arranger, hereby (a) acknowledges receipt of the foregoing First Amendment to Credit Agreement dated as of December 27, 2012 among Borrowers, the Lenders party thereto and Agent (the “Amendment”); (b) consents to the terms and execution thereof; (c) reaffirms its obligations pursuant to the terms of that certain Guaranty and Security Agreement dated as of May 24, 2012 executed by the undersigned in favor of Agent (the “Guaranty”); and (d) acknowledges that Agent and the Lenders may amend, restate, extend, renew or otherwise modify the Credit Agreement and any indebtedness or agreement of Borrowers, or enter into any agreement or extend additional or other credit accommodations to Borrowers, without notifying or obtaining the consent of the undersigned and without impairing the liability of the undersigned under the Guaranty for Borrowers’ present and future Obligations.

GUARANTOR'S ACKNOWLEDGEMENT. Each of the undersigned Guarantors hereby (a) acknowledges and consents to the foregoing Agreement and the Company’s execution thereof; (b) joins the foregoing Agreement; (c) ratifies and confirms all of their respective obligations and liabilities under the Financing Agreements to which any of them is a party and ratifies and confirms that such obligations and liabilities extend to and continue in effect with respect to, and continue to guarantee and secure, as applicable, the Obligations under the Securities Purchase Agreement and other Financing Agreements; (d) acknowledges and confirms that the liens and security interests granted pursuant to the Security Documents are and continue to be valid and perfected liens and security interests, junior in priority only to the liens and security interests of the Senior Creditor pursuant to the Intercreditor Agreement, that secure all of the Obligations on and after the date hereof; and (e) acknowledges, affirms and agrees that, as of the date hereof, such Guarantor does not have any defense, claim, cause of action, counterclaim, offset or right of recoupment of any kind or nature against any of their respective obligations, indebtedness or liabilities to the Collateral Agent or any Holder.

GUARANTOR'S ACKNOWLEDGEMENT. Borrower, on behalf of each Guarantor, hereby acknowledges and consents to the supplement of the Guaranty and the Security Agreement by this Agreement, and confirms the Obligations of each Guarantor under the Guaranty, as so supplemented, remain in full force and effect.

GUARANTOR'S ACKNOWLEDGEMENT. By signing below, each of the Guarantors (i) acknowledges, consents and agrees to the execution, delivery and performance by the Borrower of this First Amendment, (ii) acknowledges and agrees that its obligations in respect of its Subsidiary Guaranty are not released, modified, impaired or affected in any manner by this First Amendment or any of the provisions contemplated herein, (iii) ratifies and confirms its obligations under its Subsidiary Guaranty and (iv) acknowledges and agrees that it has no claims or offsets against, or defenses or counterclaims to, its Subsidiary Guaranty.

GUARANTOR'S ACKNOWLEDGEMENT. Guarantors each hereby acknowledge and consent to the terms, conditions and provisions of this Amendment and to the transactions contemplated hereby. ▇▇▇▇ Micro Canada hereby reaffirms its obligations under its Guarantee, dated as of May 14, 2001, and agrees that it is and shall remain responsible for the Obligations of Borrowers under the Loan Agreement as amended by this Amendment. Mexico Shareholder hereby reaffirms its obligations under its Guarantee, dated as of October 9, 2003, and agrees that it is and shall remain responsible for the Obligations of Borrowers under the Loan Agreement as amended by this Amendment.

GUARANTOR'S ACKNOWLEDGEMENT. By signing below, each Guarantor (a) acknowledges, consents and agrees to the execution, delivery and performance by Borrower of this First Amendment, (b) joins this First Amendment for the purpose of consenting to and being bound by the provisions thereof, (c) acknowledges and agrees that its obligations in respect of its Guaranty (i) are not released, diminished, waived, modified, impaired or affected in any manner by this First Amendment or any of the provisions contemplated herein, and (ii) also covers the Revolving Credit Commitments and the Revolving Credit Loans as increased by this First Amendment, (d) ratifies and confirms all of its obligations and liabilities under the Loan Documents to which it is a party and ratifies and confirms that such obligations and liabilities extend to and continue in effect with respect to, and continue to guarantee and secure the Secured Obligations of the Borrower under the Credit Agreement, as amended pursuant to the terms of the First Amendment; and (e) acknowledges and agrees that as of the date of the foregoing First Amendment, such Guarantor (i) does not have any claim or cause of action against the Administrative Agent or any Lender (or any of their respective directors, officers, employees, agents, attorneys or other representatives) under or in connection with its Guaranty and the other Loan Documents to which it is a party and (ii) has no offsets against, or defenses or counterclaims to, its Guaranty.

GUARANTOR'S ACKNOWLEDGEMENT. By signing below, each of the Guarantors (a) acknowledges, consents and agrees to the execution, delivery and performance by the Borrower of this First Amendment and the Replacement Notes, and (b) acknowledges and agrees that its obligations in respect of its Subsidiary Guaranty or any other Loan Documents executed by it are (i) not released, diminished, waived, modified, impaired or affected in any manner by this First Amendment, (ii) hereby ratified and confirmed and (iii) not subject to any claims, offsets, defenses or counterclaims.