Common use of Reaffirmation of Guaranty and Security Clause in Contracts

Reaffirmation of Guaranty and Security. (a) Each Guarantor party hereto reaffirms its guarantee of the Guaranteed Obligations (as defined in and under the terms and conditions of the Guaranty Agreement) and agrees that such guarantee remains in full force and effect and is hereby ratified, reaffirmed and confirmed. Each such Guarantor hereby confirms that it consents to the terms of this Refinancing Amendment. Each such Guarantor hereby (i) confirms that each Loan Document to which it is a party or is otherwise bound will continue to guarantee to the fullest extent possible in accordance with the Loan Documents, the payment and performance of the Guaranteed Obligations, including without limitation the payment and performance of all such applicable Guaranteed Obligations that are joint and several obligations of each such Guarantor now or hereafter existing; (ii) acknowledges and agrees that its guarantee and each of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the Refinancing Amendment; and (iii) acknowledges, agrees and warrants for the benefit of the Administrative Agent and each Secured Party that there are no rights of set-off or counterclaim, nor any defenses of any kind, whether legal, equitable or otherwise, that would enable such Guarantor to avoid or delay timely performance of its obligations under the Loan Documents (except to the extent such obligations constitute Excluded Swap Obligations with respect to such Guarantor).

Reaffirmation of Guaranty and Security. (a) Each Guarantor party hereto reaffirms its guarantee of the Guaranteed Obligations (as defined in and under the terms and conditions of the Guaranty Agreement) and agrees that such guarantee remains in full force and effect and is hereby ratified, reaffirmed and confirmed. Each such Guarantor hereby confirms that it consents to the terms of this Refinancing Amendment. Each such Guarantor hereby (i) confirms that each Loan Document to which it is a party or to which it is otherwise bound will continue to guarantee to the fullest extent possible in accordance with the Loan Documents, the payment and performance of the Guaranteed Obligations, including without limitation limitation, the payment and performance of all such applicable Guaranteed Obligations that are joint and several obligations of each such Guarantor now or hereafter existing; (ii) acknowledges and agrees that its guarantee and each of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the this Refinancing Amendment; and (iii) acknowledges, agrees and warrants for the benefit of the Administrative Agent and each Secured Party that there are no rights of set-off or counterclaim, nor any defenses of any kind, whether legal, equitable or otherwise, that would enable such Guarantor to avoid or delay timely performance of its obligations under the Loan Documents (except to the extent such obligations constitute Excluded Swap Obligations with respect to such Guarantor).

Reaffirmation of Guaranty and Security. Each Guarantor (wherever used in this Section 4, as defined in the Existing Credit Agreement) consents to the execution and delivery by each Borrower of this Amendment Agreement and the consummation of the transactions described herein, and ratifies and confirms the terms of the Guaranty to which such Guarantor is a party. Each Guarantor acknowledges that, notwithstanding anything to the contrary contained herein or in any other Loan Document, the Guaranty to which such Guarantor is a party (a) Each Guarantor party hereto reaffirms its guarantee is and shall continue to be a primary obligation of the Guaranteed Obligations such Guarantor, (as defined in b) is and under the terms shall continue to be an unconditional guaranty of payment, and conditions of the Guaranty Agreement(c) is and agrees that such guarantee remains shall continue to be in full force and effect and is hereby ratifiedeffect, reaffirmed and confirmedin each case in accordance with its terms (as amended hereby). Each such Guarantor Loan Party (wherever used in this Section 4, as defined in the Existing Credit Agreement) hereby confirms that it consents to ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the terms of this Refinancing Amendment. Each such Guarantor hereby Loan Documents (ias amended hereby) confirms that each Loan Document to which it is a party or is otherwise bound will party. Each Loan Party hereby reaffirms each grant of a Lien on its property made pursuant to the Loan Documents (including, without limitation, pursuant to the Security Documents) and confirms that such Liens continue to guarantee to secure the fullest extent possible in accordance with Obligations, including under the Loan Documents, the payment and performance of the Guaranteed Obligations, including without limitation the payment and performance of all such applicable Guaranteed Obligations that are joint and several obligations of in each such Guarantor now or hereafter existing; (ii) acknowledges and agrees that its guarantee and each of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the Refinancing Amendment; and (iii) acknowledges, agrees and warrants for the benefit of the Administrative Agent and each Secured Party that there are no rights of set-off or counterclaim, nor any defenses of any kind, whether legal, equitable or otherwise, that would enable such Guarantor to avoid or delay timely performance of its obligations under the Loan Documents (except case subject to the extent such obligations constitute Excluded Swap Obligations with respect to such Guarantor)terms thereof as amended hereby.

Reaffirmation of Guaranty and Security. Each Guarantor consents to the execution and delivery by each Borrower of this Amendment Agreement and the consummation of the transactions described herein, and ratifies and confirms the terms of the Guaranty to which such Guarantor is a party. Each Guarantor acknowledges that, notwithstanding anything to the contrary contained herein or in any other Loan Document, the Guaranty to which such Guarantor is a party (a) Each Guarantor party hereto reaffirms its guarantee is and shall continue to be a primary obligation of the Guaranteed Obligations such Guarantor, (as defined in b) is and under the terms shall continue to be an unconditional guaranty of payment, and conditions of the Guaranty Agreement(c) is and agrees that such guarantee remains shall continue to be in full force and effect and is hereby ratifiedeffect, reaffirmed and confirmedin each case in accordance with its terms (as amended hereby). Each such Guarantor Loan Party hereby confirms that it consents to ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the terms of this Refinancing Amendment. Each such Guarantor hereby Loan Documents (ias amended hereby) confirms that each Loan Document to which it is a party or is otherwise bound will party. Each Loan Party hereby reaffirms each grant of a Lien on its property made pursuant to the Loan Documents (including, without limitation, pursuant to the Security Documents) and confirms that such Liens continue to guarantee to secure the fullest extent possible in accordance with Obligations, including under the Loan Documents, the payment and performance of the Guaranteed Obligations, including without limitation the payment and performance of all such applicable Guaranteed Obligations that are joint and several obligations of in each such Guarantor now or hereafter existing; (ii) acknowledges and agrees that its guarantee and each of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the Refinancing Amendment; and (iii) acknowledges, agrees and warrants for the benefit of the Administrative Agent and each Secured Party that there are no rights of set-off or counterclaim, nor any defenses of any kind, whether legal, equitable or otherwise, that would enable such Guarantor to avoid or delay timely performance of its obligations under the Loan Documents (except case subject to the extent such obligations constitute Excluded Swap Obligations with respect to such Guarantor)terms thereof as amended hereby.

Reaffirmation of Guaranty and Security. (a) Each Guarantor party hereto reaffirms its guarantee of the Guaranteed Obligations (as defined in and under the terms and conditions of the Guaranty Agreement) and agrees that such guarantee remains in full force and effect and is hereby ratified, reaffirmed and confirmed. Each such Guarantor hereby confirms that it consents to the terms of this Refinancing Amendment. Each such Guarantor hereby (i) confirms that each Loan Document to which it is a party or to which it is otherwise bound will continue to guarantee to the fullest extent possible in accordance with the Loan Documents, the payment and performance of the Guaranteed Obligations, including without limitation limitation, the payment and performance of all such applicable Guaranteed Obligations that are joint and several obligations of each such Guarantor now or hereafter existing; (ii) acknowledges and agrees that its guarantee and each of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the Refinancing this Amendment; and (iii) acknowledges, agrees and warrants for the benefit of the Administrative Agent and each Secured Party that there are no rights of set-off or counterclaim, nor any defenses of any kind, whether legal, equitable or otherwise, that would enable such Guarantor to avoid or delay timely performance of its obligations under the Loan Documents (except to the extent such obligations constitute Excluded Swap Obligations with respect to such Guarantor).