ACKNOWLEDGMENT OF FORBEARANCE AND REAFFIRMATION OF GUARANTY
EXHIBIT 10.80
ACKNOWLEDGMENT OF FORBEARANCE
AND REAFFIRMATION OF GUARANTY
Section 1. Guarantor hereby acknowledges and confirms that it has reviewed and approved the terms and conditions of the Amendment and Forbearance dated as of even date herewith (the Forbearance).
Section 2. Guarantor hereby consents to the Forbearance and agrees that the Guaranty relating to the Obligations of Borrower under the Loan Documents shall continue in full force and effect, shall be valid and enforceable and shall not be impaired or otherwise affected by the execution of the Forbearance or any other document or instrument delivered in connection herewith.
Section 3. Guarantor represents and warrants that, after giving effect to the Forbearance, all representations and warranties contained in the Guaranty are true, accurate and complete as if made the date hereof.
Dated as of March 23, 2007.
GUARANTOR: | ||
TRI-S SECURITY CORPORATION | ||
By: | /s/ Robert K. Mills | |
Name: | Robert K. Mills | |
Title: | Chief Financial Officer |
PARAGON SYSTEMS, INC. | ||
By: | /s/ Robert K. Mills | |
Name: | Robert K. Mills | |
Title: | Secretary | |
THE CORNWALL GROUP, INC. | ||
By: | /s/ Robert K. Mills | |
Name: | Robert K. Mills | |
Title: | Secretary | |
VANGUARD SECURITY, INC. | ||
By: | /s/ Robert K. Mills | |
Name: | Robert K. Mills | |
Title: | Secretary | |
FORESTVILLE CORPORATION | ||
By: | /s/ Robert K. Mills | |
Name: | Robert K. Mills | |
Title: | Secretary |
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VANGUARD SECURITY OF BROWARD COUNTY, INC. | ||
By: | /s/ Robert K. Mills | |
Name: | Robert K. Mills | |
Title: | Secretary | |
ON GUARD SECURITY AND INVESTIGATIONS, INC. | ||
By: | /s/ Robert K. Mills | |
Name: | Robert K. Mills | |
Title: | Secretary | |
ARMOR SECURITY, INC. | ||
By: | /s/ Robert K. Mills | |
Name: | Robert K. Mills | |
Title: | Secretary | |
PROTECTION TECHNOLOGIES CORPORATION | ||
By: | /s/ Robert K. Mills | |
Name: | Robert K. Mills | |
Title: | Secretary |
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INTERNATIONAL MONITORING, INC. | ||||||
By: | /s/ Robert K. Mills | |||||
Name: | Robert K. Mills | |||||
Title: | Secretary | |||||
GUARDSOURCE CORP. | ||||||
By: | /s/ Robert K. Mills | |||||
Name: | Robert K. Mills | |||||
Title: | Secretary | |||||
VIRTUAL GUARD SOURCE CORP. | ||||||
By: | /s/ Robert K. Mills | |||||
Name: | Robert K. Mills | |||||
Title: | Secretary | |||||
LENDER: | LSQ FUNDING GROUP, L.C. | |||||
By: | /s/ Maxwell Eliscu | |||||
Name: | Maxwell Eliscu | |||||
Title: | Manager | |||||
BRE LLC | ||||||
By: | /s/ Maxwell Eliscu | |||||
Name: | Maxwell Eliscu | |||||
Title: | Manager |
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Exhibit A
(Additional Collateral)
In addition to the Collateral described in the Security Agreement and all other Loan Documents, and in order to secure all Obligations, the Borrower grants to Lender a security interest in the following:
100% of the shares of stock in all affiliates, including:
The Cornwall Group, Inc.,
Vanguard Security, Inc.,
Forestville Corporation,
Vanguard Security of Broward County, Inc.,
On Guard Security and Investigations, Inc.,
Protection Technologies Corporation,
Armor Security, Inc.,
International Monitoring, Inc.,
Guardsource Corp. and
Virtual Guard Source, Inc.
and, subject to any prior security interest, 100% of the shares of stock of Paragon Systems, Inc.
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