Common use of Ratification by Guarantor Clause in Contracts

Ratification by Guarantor. Guarantor joins in the execution and delivery of this Amendment to (a) evidence its consent to, and agreement with, the terms and conditions of this Amendment and the transactions contemplated hereby; (b) renew, ratify and confirm all the terms, covenants and agreements contained in the Guaranty and the Environmental Indemnity; (c) stipulate and agree that all references in the Guaranty and Environmental Indemnity to (i) the “Loan” shall refer to the Loan, as amended by this Amendment, (ii) the “Credit Agreement” shall refer to the Credit Agreement, as amended by this Amendment, (iii) the “Credit Documents” or any of them shall refer to the Credit Documents as amended by this Amendment, and (v) any other term, provision or document shall refer to such term, provision or document as amended by this Amendment; and (d) renew, ratify, represent and confirm that (i) each of the Guaranty and Environmental Indemnity is and remains the valid, subsisting and enforceable agreement of Guarantor, enforceable against Guarantor in accordance with its terms, (ii) as of the date hereof there are no offsets, claims or defenses to the Guaranty or Environmental Indemnity, by reason of this Amendment, the transactions contemplated hereby or otherwise, (iii) all representations and warranties of Guarantor in the Guaranty and Environmental Indemnity remain true and correct in all material respects as of the date hereof; (iv) Guarantor has paid and performed all covenants and obligations required to be paid and performed by Guarantor as of the date hereof, and (v) after giving effect to the terms and conditions of this Amendment, no uncured Event of Default exists under the Credit Documents and, to Guarantor’s actual knowledge, no event, condition or state of facts exists or has occurred and remains uncured which, with the giving of notice or passage of time or both, would constitute an Event of Default.

Ratification by Guarantor. Guarantor joins in the execution and delivery of this Amendment Credit Agreement to (a) evidence its consent to, and agreement with, with (i) the amendment and restatement of the Existing Credit Agreement in its entirety and (ii) the terms and conditions of this Amendment Credit Agreement and the transactions contemplated hereby; (b) renew, ratify and confirm all the terms, covenants and agreements contained in the Guaranty and the Environmental Indemnity; (c) stipulate and agree that all references in the Guaranty and Environmental Indemnity to (i) the “Loan” shall refer to the Loan, as amended and restated by this AmendmentCredit Agreement, (ii) the “Credit Agreement” shall refer to the this Credit Agreement, as amended by this Amendment, and (iii) the “Credit Documents” or any of them shall refer to the Credit Documents as amended and restated from time to time and by this Amendment, and (v) any other term, provision or document shall refer to such term, provision or document as amended by this AmendmentCredit Agreement; and (d) renew, ratify, represent and confirm that (i) each of the Guaranty and Environmental Indemnity is and remains the valid, subsisting and enforceable agreement of Guarantor, enforceable against Guarantor in accordance with its terms, (ii) as of the date hereof there are no offsets, claims or defenses to the Guaranty or Environmental Indemnity, by reason of the execution of this AmendmentCredit Agreement, the transactions contemplated hereby or otherwise, (iii) all representations and warranties of Guarantor in the Guaranty and Environmental Indemnity remain true and correct in all material respects as of the date hereof; and (iv) Guarantor has paid and performed all covenants and obligations required to be paid and performed by Guarantor as of the date hereof, and (v) after giving effect to the terms and conditions of this Amendment, no uncured Event of Default exists under the Credit Documents and, to Guarantor’s actual knowledge, no event, condition or state of facts exists or has occurred and remains uncured which, with the giving of notice or passage of time or both, would constitute an Event of Default.. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK - SIGNATURE PAGES AND SCHEDULES AND EXHIBITS TO FOLLOW]

Ratification by Guarantor. Guarantor joins in hereby (i) unconditionally approves and consents to the execution and delivery of this Amendment to (a) evidence its consent tothe Assumption Documents, the assumption and amendment of the Loan Documents effected thereby, the Joinder, and agreement withthe release of Original Borrower hereunder, (ii) unconditionally ratifies, confirms, renews and reaffirms all of its obligations under the terms Loan Documents (as amended by the Assumption Documents) to which it is a party (the “Guarantor Documents”), (iii) acknowledges and conditions of this Amendment agrees that its obligations under the Guarantor Documents remain in full force and the transactions contemplated hereby; (b) reneweffect, ratify binding on and confirm all enforceable against it in accordance with the terms, covenants and agreements contained in the Guaranty and the Environmental Indemnity; (c) stipulate and agree that all references in the Guaranty and Environmental Indemnity to (i) the “Loan” shall refer to the Loan, as amended by this Amendmentconditions of such documents without impairment, (iiiv) the “Credit Agreement” shall refer to the Credit Agreementrepresents, as amended by this Amendment, (iii) the “Credit Documents” or warrants and covenants that it is not in default under any of them shall refer to the Credit Documents as amended by this AmendmentGuarantor Document beyond any applicable notice and cure periods, and that, to its knowledge, there are no defenses, offsets or counterclaims against its obligations under the Guarantor Documents, (v) any other term, provision or document shall refer to such term, provision or document as amended by this Amendment; represents and (d) renew, ratify, represent and confirm warrants that (i) each of the Guaranty and Environmental Indemnity is and remains the valid, subsisting and enforceable agreement of Guarantor, enforceable against Guarantor in accordance with its terms, (ii) as of the date hereof there are no offsets, claims or defenses to the Guaranty or Environmental Indemnity, by reason of this Amendment, the transactions contemplated hereby or otherwise, (iii) all representations and warranties of Guarantor contained in the Guaranty and Environmental Indemnity remain Guarantor Documents is true and correct in all material respects as of the date hereof; , (ivvi) Guarantor represents and warrants that it has paid the power and performed authority to acknowledge this Agreement as set forth herein and has by proper action duly authorized such acknowledgement, which acknowledgement is Guarantor’s legal, valid and binding obligation, enforceable in accordance with its terms, subject to bankruptcy, insolvency and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, and (vii) waives and releases any and all covenants claims, actions, causes of action, suits, and obligations required defenses that it might have against Lender for or by reason of any matter, cause or thing whatsoever relating to be paid and performed by Guarantor the Loan existing as of the date hereof, and (v) after giving effect to the terms and conditions of this Amendment, no uncured Event of Default exists under the Credit Documents and, to Guarantor’s actual knowledge, no event, condition or state of facts exists or has occurred and remains uncured which, with the giving of notice or passage of time or both, would constitute an Event of Default.

Ratification by Guarantor. Guarantor joins in the execution and delivery of this Amendment to (a) evidence its consent to, and agreement with, the terms and conditions of this Amendment and the transactions contemplated hereby; (b) renew, ratify and confirm all the terms, covenants and agreements contained in the Guaranty and the Environmental Indemnity; (c) stipulate and agree that all references in the Guaranty and Environmental Indemnity to (i) the “Loan” shall refer to the Loan, as amended by this Amendment, (ii) the “Credit Agreement” shall refer to the Credit Agreement, as amended by this Amendment, (iii) the “Credit Documents” or any of them shall refer to the Credit Documents as amended by this Amendment, and (viv) any other term, provision or document shall refer to such term, provision or document as amended by this Amendment; and (d) renew, ratify, represent and confirm that (i) each of the Guaranty and Environmental Indemnity is and remains the valid, subsisting and enforceable agreement of Guarantor, enforceable against Guarantor in accordance with its terms, (ii) as of the date hereof there are no offsets, claims or defenses to the Guaranty or Environmental Indemnity, by reason of this Amendment, the transactions contemplated hereby or otherwise, (iii) all representations and warranties of Guarantor in the Guaranty and Environmental Indemnity remain true and correct in all material respects as of the date hereof; , (iv) Guarantor has paid and performed all covenants and obligations required to be paid and performed by Guarantor as of the date hereof, and (v) after giving effect to the terms and conditions of this Amendment, no uncured Event of Default exists under the Credit Documents and, to Guarantor’s actual knowledge, no event, condition or state of facts exists or has occurred and remains uncured which, with the giving of notice or passage of time or both, would constitute an Event of Default.