Common use of Ratification of Guaranties Clause in Contracts

Ratification of Guaranties. As a material inducement to Lender to enter into this Second Amendment, each Guarantor hereby agrees as follows: (a) Guarantor acknowledges the continuing validity and effectiveness of the Guaranty Agreement and any other agreements, documents, or instruments securing or otherwise relating to the Guaranties previously executed and delivered by Guarantor (including without limitation any environmental indemnity agreement); (b) Guarantor hereby joins in this Second Amendment for the purpose of consenting to: (i) this Second Amendment and all other matters, terms and conditions stated in this Second Amendment, and any other agreement, instrument or document executed simultaneously herewith; (c) No offsets, defenses or counterclaims exist with respect to Guarantor’s obligations under the Guaranty Agreement; (d) Guarantor, to the fullest extent permitted by law, hereby waives any claim or other right which Guarantor might now have or hereafter may acquire against Borrower, which arises from the existence or performance of Guarantors’ liability or other obligations under each Guaranty Agreement which Guarantors have executed in favor of Lender, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of Lender against Borrower or any of the Collateral or any other property securing the Loan, whether or not such claim, remedy, or right arises in equity, or under contract, statute, or common law; and (e) The execution, delivery, and performance by Guarantor of this Second Amendment and all documents and agreements of Guarantor relating hereto (i) are within the duly authorized power of Guarantor, (ii) have been duly authorized by all requisite action, and (iii) will not violate any provision of law, any order of any court or other agency of government, or the terms and provisions of any court or other agency of government, or the terms and provisions of any agreement with any third party or any instrument under which Guarantor is organized and constituted.

Ratification of Guaranties. As a material inducement Each of the Guarantors hereby acknowledges and consents to Lender to enter into all of the terms and conditions of this Second Amendment, each Guarantor Amendment and hereby agrees as follows: (a) Guarantor acknowledges the continuing validity ratifies and effectiveness of confirms the Guaranty Agreement to which it is a party to or for the benefit of the Bank and any other agreementsall of its obligations thereunder. Each of the Guarantors hereby represents and acknowledges that it has not revoked, documentsterminated, or instruments securing limited or otherwise relating to the Guaranties previously executed and delivered by Guarantor (including without limitation any environmental indemnity agreement); (b) Guarantor hereby joins in this Second Amendment for the purpose of consenting to: (i) this Second Amendment and all other matters, terms and conditions stated in this Second Amendment, and any other agreement, instrument or document executed simultaneously herewith; (c) No offsets, defenses or counterclaims exist with respect to Guarantor’s modified its obligations under the Guaranty Agreement; (d) GuarantorAgreement executed by it in any way and that it has no claims, counterclaims, offsets, credits or defenses to the fullest extent permitted Guaranty Agreement executed by law, hereby waives any claim it or to the other right Loan Documents to which Guarantor might now have it is a party or hereafter may acquire against Borrower, which arises from the existence or performance of Guarantors’ liability its obligations thereunder, all of which obligations are legal, valid and binding in accordance with their terms. Furthermore, each Guarantor agrees that nothing contained in this Amendment shall adversely affect any right or other obligations remedy of the Bank under each the Guaranty Agreement to which Guarantors have executed such Guarantor is a party. Each Guarantor hereby agrees that, with respect to the Guaranty Agreement to which it is a party, all references in favor of Lender, includingsuch Guaranty Agreement to the “Guaranteed Obligations” shall include, without limitation, any right the obligations of subrogationthe Borrower to the Bank under the Agreement, reimbursement, exoneration, contribution, indemnificationas amended hereby, and any right all indebtedness evidenced by the Revolving Note dated as of November 17, 2010, in the maximum original principal amount of $200,000,000 made by the Borrower payable to participate the order of the Bank. Finally, each of the Guarantors hereby represents and acknowledges that the execution and delivery of this Amendment, the Revolving Note and the other Loan Documents executed in any claim connection herewith shall in no way change or remedy modify its obligations as a guarantor, debtor, pledgor, assignor, obligor and/or grantor under its respective Guaranty Agreement (except as specifically provided in this Section 4.02) and shall not constitute a waiver by the Bank of Lender against Borrower or any of the Collateral Bank’s rights or any other property securing the Loan, whether or not remedies against such claim, remedy, or right arises in equity, or under contract, statute, or common law; and (e) The execution, delivery, and performance by Guarantor of this Second Amendment and all documents and agreements of Guarantor relating hereto (i) are within the duly authorized power of Guarantor, (ii) have been duly authorized by all requisite action, and (iii) will not violate any provision of law, any order of any court or other agency of government, or the terms and provisions of any court or other agency of government, or the terms and provisions of any agreement with any third party or any instrument under which Guarantor is organized and constituted.

Ratification of Guaranties. As a material inducement to Lender to enter into this Second Fifth Amendment, each Guarantor hereby agrees as follows: (a) Guarantor acknowledges the continuing validity and effectiveness of the Guaranty Agreement and any other agreements, documents, or instruments securing or otherwise relating to the Guaranties previously executed and delivered by Guarantor (including without limitation any environmental indemnity agreement); (b) Guarantor hereby joins in this Second Fifth Amendment for the purpose of consenting to: (i) this Second Fifth Amendment and all other matters, terms and conditions stated in this Second Fifth Amendment, and any other agreement, instrument or document executed simultaneously herewith; (c) No offsets, defenses or counterclaims exist with respect to Guarantor’s obligations under the Guaranty Agreement; (d) Guarantor, Guarantor hereby subordinates to the fullest extent permitted by law, hereby waives Lender’s rights any claim or other right which Guarantor might now have or hereafter may acquire against Borrower, which arises from the existence or performance of Guarantors’ liability or other obligations under each Guaranty Agreement which Guarantors have executed in favor of Lender, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of Lender against Borrower or any of the Collateral or any other property securing the Loan, whether or not such claim, remedy, or right arises in equity, or under contract, statute, or common law; and (e) The execution, delivery, and performance by Guarantor of this Second Fifth Amendment and all documents and agreements of Guarantor relating hereto (i) are within the duly authorized power of Guarantor, (ii) have been duly authorized by all requisite action, and (iii) will not violate any provision of law, any order of any court or other agency of government, or the terms and provisions of any court or other agency of government, or the terms and provisions of any agreement with any third party or any instrument under which Guarantor is organized and constituted.

Ratification of Guaranties. As Each of the Guarantors hereby acknowledges and consents to all of the terms and conditions of this Amendment and the Revolving Note and hereby ratifies and confirms the Guaranty Agreement to which it is a material inducement party to Lender or for the benefit of the Bank. Each of the Guarantors hereby represents and acknowledges that it has no claims, counterclaims, offsets, credits or defenses to enter into this Second Amendmentthe Loan Documents or the performance of its obligations thereunder. Furthermore, each Guarantor hereby agrees as follows: (a) Guarantor acknowledges that nothing contained in this Amendment or the continuing validity and effectiveness Revolving Note shall adversely affect any right or remedy of the Bank under the Guaranty Agreement and any other agreements, documents, or instruments securing or otherwise relating to the Guaranties previously executed and delivered by which such Guarantor (including without limitation any environmental indemnity agreement); (b) is a party. Each Guarantor hereby joins in this Second Amendment for the purpose of consenting to: (i) this Second Amendment and all other matters, terms and conditions stated in this Second Amendment, and any other agreement, instrument or document executed simultaneously herewith; (c) No offsets, defenses or counterclaims exist agrees that with respect to Guarantor’s obligations under the Guaranty Agreement; (d) GuarantorAgreement to which it is a party, all references in such Guaranty Agreement to the fullest extent permitted by law, hereby waives any claim or other right which Guarantor might now have or hereafter may acquire against Borrower, which arises from the existence or performance of Guarantors’ liability or other obligations under each Guaranty Agreement which Guarantors have executed in favor of Lender, including"Guaranteed Obligations" shall include, without limitation, any right the obligations of subrogationBorrower to Bank under the Amendment, reimbursement, exoneration, contribution, indemnificationamended hereby, and any right under the Revolving Note. Each Guarantor hereby also agrees that with respect to participate the Guaranty Agreement to which it is a party, all references in any claim such Guaranty Agreement to (i) "First Interstate Bank of Texas, N.A." shall be deemed references "Xxxxx Fargo Bank Texas, National Association" and (ii) the Bank's notice address shall be amended to read "Xxxxx Fargo Bank Texas, National Association, 0000 Xxxxxxx Xxxx Xxxxxxxxx, Xxxxx 000, Xxxxx, Xxxxx 00000". Finally, each of the Guarantors hereby represents and acknowledges that the execution and delivery of this Amendment and the other Loan Documents executed in connection herewith shall in no way change or remedy modify its obligations as a guarantor, debtor, pledgor, assignor, obligor and/or grantor under its respective Guaranty Agreement except as specifically provided in this Section 5.02 and shall not constitute a waiver by the Bank of Lender against Borrower or any of the Collateral or any other property securing the Loan, whether or not Bank's rights against such claim, remedy, or right arises in equity, or under contract, statute, or common law; and (e) The execution, delivery, and performance by Guarantor of this Second Amendment and all documents and agreements of Guarantor relating hereto (i) are within the duly authorized power of Guarantor, (ii) have been duly authorized by all requisite action, and (iii) will not violate any provision of law, any order of any court or other agency of government, or the terms and provisions of any court or other agency of government, or the terms and provisions of any agreement with any third party or any instrument under which Guarantor is organized and constituted.

Ratification of Guaranties. As Each of the Guarantors hereby acknowledges and consents to all of the terms and conditions of this Amendment and the Revolving Note and hereby ratifies and confirms the Guaranty Agreement to which it is a material inducement party to Lender or for the benefit of the Bank. Each of the Guarantors hereby represents and acknowledges that it has no claims, counterclaims, offsets, credits or defenses to enter into this Second Amendmentthe Loan Documents or the performance of its obligations thereunder. Furthermore, each Guarantor hereby agrees as follows: (a) Guarantor acknowledges that nothing contained in this Amendment or the continuing validity and effectiveness Revolving Note shall adversely affect any right or remedy of the Bank under the Guaranty Agreement and any other agreements, documents, or instruments securing or otherwise relating to the Guaranties previously executed and delivered by which such Guarantor (including without limitation any environmental indemnity agreement); (b) is a party. Each Guarantor hereby joins in this Second Amendment for the purpose of consenting to: (i) this Second Amendment and all other matters, terms and conditions stated in this Second Amendment, and any other agreement, instrument or document executed simultaneously herewith; (c) No offsets, defenses or counterclaims exist agrees that with respect to Guarantor’s obligations under the Guaranty Agreement; (d) GuarantorAgreement to which it is a party, all references in such Guaranty Agreement to the fullest extent permitted by law, hereby waives any claim or other right which Guarantor might now have or hereafter may acquire against Borrower, which arises from the existence or performance of Guarantors’ liability or other obligations under each Guaranty Agreement which Guarantors have executed in favor of Lender, including“Guaranteed Obligations” shall include, without limitation, any right the obligations of subrogationBorrower to Bank under the Agreement, reimbursement, exoneration, contribution, indemnificationas amended hereby, and any right under the Revolving Note. Each Guarantor hereby also agrees that with respect to participate the Guaranty Agreement to which it is a party, (i) all references in any claim such Guaranty Agreement to “First Interstate Bank of Texas, N.A.” shall be deemed references to “Xxxxx Fargo Bank Texas, National Association” and (ii) the Bank’s notice address shall be amended to read “Xxxxx Fargo Bank Texas, National Association, 0000 Xxxx Xxxxxx, 3rd Floor, MAC 75303-031, Xxxxxx, Xxxxx 00000”. Finally, each of the Guarantors hereby represents and acknowledges that the execution and delivery of this Amendment and the other Loan Documents executed in connection herewith shall in no way change or remedy modify its obligations as a guarantor, debtor, pledgor, assignor, obligor and/or grantor under its respective Guaranty Agreement (except as specifically provided in this Section 5.02) and shall not constitute a waiver by the Bank of Lender against Borrower or any of the Collateral or any other property securing the Loan, whether or not Bank’s rights against such claim, remedy, or right arises in equity, or under contract, statute, or common law; and (e) The execution, delivery, and performance by Guarantor of this Second Amendment and all documents and agreements of Guarantor relating hereto (i) are within the duly authorized power of Guarantor, (ii) have been duly authorized by all requisite action, and (iii) will not violate any provision of law, any order of any court or other agency of government, or the terms and provisions of any court or other agency of government, or the terms and provisions of any agreement with any third party or any instrument under which Guarantor is organized and constituted.

Ratification of Guaranties. As a material inducement to Lender to enter into this Second Fourth Amendment, each Guarantor hereby agrees as follows: (a) Guarantor acknowledges the continuing validity and effectiveness of the Guaranty Agreement and any other agreements, documents, or instruments securing or otherwise relating to the Guaranties previously executed and delivered by Guarantor (including without limitation any environmental indemnity agreement); (b) Guarantor hereby joins in this Second Fourth Amendment for the purpose of consenting to: (i) this Second Fourth Amendment and all other matters, terms and conditions stated in this Second Fourth Amendment, and any other agreement, instrument or document executed simultaneously herewith; (c) No offsets, defenses or counterclaims exist with respect to Guarantor’s obligations under the Guaranty Agreement; (d) Guarantor, to the fullest extent permitted by law, hereby waives any claim or other right which Guarantor might now have or hereafter may acquire against Borrower, which arises from the existence or performance of Guarantors’ liability or other obligations under each Guaranty Agreement which Guarantors have executed in favor of Lender, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of Lender against Borrower or any of the Collateral or any other property securing the Loan, whether or not such claim, remedy, or right arises in equity, or under contract, statute, or common law; and (e) The execution, delivery, and performance by Guarantor of this Second Fourth Amendment and all documents and agreements of Guarantor relating hereto (i) are within the duly authorized power of Guarantor, (ii) have been duly authorized by all requisite action, and (iii) will not violate any provision of law, any order of any court or other agency of government, or the terms and provisions of any court or other agency of government, or the terms and provisions of any agreement with any third party or any instrument under which Guarantor is organized and constituted.

Ratification of Guaranties. As a material inducement to Lender to enter into this Second Third Amendment, each Guarantor hereby agrees as follows: (a) Guarantor acknowledges the continuing validity and effectiveness of the Guaranty Agreement and any other agreements, documents, or instruments securing or otherwise relating to the Guaranties previously executed and delivered by Guarantor (including without limitation any environmental indemnity agreement); (b) Guarantor hereby joins in this Second Third Amendment for the purpose of consenting to: (i) this Second Third Amendment and all other matters, terms and conditions stated in this Second Third Amendment, and any other agreement, instrument or document executed simultaneously herewith; (c) No offsets, defenses or counterclaims exist with respect to Guarantor’s obligations under the Guaranty Agreement; (d) Guarantor, to the fullest extent permitted by law, hereby waives any claim or other right which Guarantor might now have or hereafter may acquire against Borrower, which arises from the existence or performance of Guarantors’ liability or other obligations under each Guaranty Agreement which Guarantors have executed in favor of Lender, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of Lender against Borrower or any of the Collateral or any other property securing the Loan, whether or not such claim, remedy, or right arises in equity, or under contract, statute, or common law; and (e) The execution, delivery, and performance by Guarantor of this Second Third Amendment and all documents and agreements of Guarantor relating hereto (i) are within the duly authorized power of Guarantor, (ii) have been duly authorized by all requisite action, and (iii) will not violate any provision of law, any order of any court or other agency of government, or the terms and provisions of any court or other agency of government, or the terms and provisions of any agreement with any third party or any instrument under which Guarantor is organized and constituted.