Ratification and Guarantee Clause Samples

Ratification and Guarantee. (a) Each Pledgor hereby confirms that, pursuant to the Existing Pledge Agreement, it guaranteed to the Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due of the Guaranteed Obligations (as defined in the Existing Pledge Agreement). To continue to guarantee the prompt and complete payment and performance when due of the Guaranteed Obligations, each Pledgor hereby (i) ratifies and restates such guaranty, and (ii) in addition, each Pledgor hereby jointly and severally, absolutely, unconditionally and irrevocably, as primary obligor and not merely as surety, guarantees to the Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due of the Guaranteed Obligations. The obligations of each Pledgor under this paragraph shall be limited to the maximum amount of the Guaranteed Obligations that such Pledgor may guaranty without rendering its obligations under this paragraph void or voidable with respect to such Pledgor under any fraudulent conveyance or fraudulent transfer law. (b) To the extent permitted by law, this Section shall be construed as a continuing, absolute and unconditional and irrevocable guarantee of payment without regard to (i) the validity or unenforceability of the Credit Agreement or any other Loan Document, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any other Lender, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower or any Pledgor or any other Person against the Administrative Agent or any Lender or any other Person, (iii) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower under any Loan Document or any Hedge Agreement, as the case may be, (iv) any modification or amendment of or supplement to this Agreement, any other Loan Document or any Hedge Agreement, as the case may be, (v) any release, impairment, nonperfection or invalidity of any other guaranty for the Guaranteed Obligations (or any portion thereof), (vi) any change in the corp...