Common use of Acknowledgment and Ratification; Representations and Warranties Clause in Contracts

Acknowledgment and Ratification; Representations and Warranties. The Borrower acknowledges and agrees that the execution, delivery, and performance of this Amendment shall in no way release, diminish, impair, reduce, or otherwise affect the obligations of the Borrower under the Credit Agreement, which Credit Agreement shall remain in full force and effect, and all rights thereunder are hereby ratified and confirmed. Borrower represents and warrants to the Lenders that as of the date of execution of this Amendment and as of the Amendment Effective Date: (a) (i) all representations and warranties in the Credit Agreement are true and correct in all material respects as though made on the date hereof, except to the extent that any of them speak to a different specific date, in which case they are true and correct as of such earlier date, and for purposes of this Amendment the representations and warranties contained in subsection (a) and (b) of Section 5.05 shall be deemed to refer to the most recent financial statements furnished by the Borrower pursuant to clauses (a) and (b) of Section 6.01, and (ii) no Default or Event of Default exists; (b) the execution, delivery and performance by the Borrower of this Amendment have been duly authorized by all necessary corporate action, and do not and will not contravene the terms of any of the Borrower’s organizational documents or any Requirement of Law or any indenture or loan or credit agreement or any other material agreement or instrument to which the Borrower is a party or by which it is bound or to which it or its properties are subject; (c) no authorizations, approvals or consents of, and no filings or registrations with, any Governmental Authority or any other person are necessary for the execution, delivery or performance by the Borrower of this Amendment or for the validity or enforceability thereof, other than routine informational filings with the SEC and/or other Governmental Authorities; and (d) this Amendment constitutes the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability, and by judicial discretion regarding the enforcement of or any applicable laws affecting remedies (whether considered in a court of law or a proceeding in equity).

Acknowledgment and Ratification; Representations and Warranties. The Borrower acknowledges and agrees that the execution, delivery, and performance of this Amendment shall in no way release, diminish, impair, reduce, or otherwise affect the obligations of the Borrower under the Credit Agreement, which Credit Agreement shall remain in full force and effect, and all rights thereunder are hereby ratified and confirmedeffect as amended hereby. Borrower represents and warrants to the Lenders that as of the date of execution of this Amendment and as of the Amendment Effective Date: (a) (i) all the representations and warranties set forth in the Credit Agreement are true and correct in all material respects as though made on the date hereof, except to the extent that any of them speak to a different specific date, in which case they are true and correct as of such earlier date, and for purposes of this Amendment the representations and warranties contained in subsection (a) and (b) of Section 5.05 3.04 shall be deemed to refer to the most recent financial statements furnished by the Borrower pursuant to clauses (a) and (b) of Section 6.01, and 5.01; (iib) no Default or Event of Default exists; (bc) neither the Borrower nor any of the Guarantors owns or has any interest in any “commercial tort claim” (as that term is defined in 12A Okla. Stat. § 1-9-102(a)(13) as of the Amendment Effective Date) that has not been specifically described in a Security Agreement as part of the collateral thereunder; (d) the execution, delivery and performance by the Borrower of this Amendment have has been duly authorized by all necessary corporate action, action and do not and will not contravene the terms of any of the Borrower’s organizational documents documents, any law or any Requirement of Law or any indenture or indenture, loan or credit agreement agreement, or any other material agreement or instrument to which the Borrower is a party or by which it is bound or to which it or its properties are subject; (ce) no authorizations, approvals or consents of, and no filings or registrations with, any Governmental Authority or any other person Person are necessary for the execution, delivery or performance by the Borrower of this Amendment or for the validity or enforceability thereof, other than routine informational filings with the SEC and/or other Governmental Authorities; and; (df) this Amendment constitutes the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with its terms, and the Ratifications constitute the legal, valid and binding obligations of the Guarantors party thereto, enforceable against such Guarantors in accordance with their terms, in all cases except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability, and by judicial discretion regarding the enforcement of or any applicable laws affecting remedies (whether considered in a court of law or a proceeding in equity); and (g) Schedule 3.13 attached to the Second Amendment remains an accurate list of and other information regarding the Borrower and all Subsidiaries of the Borrower as of the date of this Amendment, setting forth their respective jurisdictions of organization and the percentage of the respective capital stock or other ownership interests of the Subsidiaries owned by the Borrower or other Subsidiaries, except that omitted from such schedule is the New Subsidiary, which is a wholly-owned Subsidiary of Borrower and for which there does not currently exist any operating agreement or limited liability company agreement. All of the issued and outstanding shares of capital stock or other Equity Interests in such Subsidiaries have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and are fully paid and non-assessable.

Acknowledgment and Ratification; Representations and Warranties. The Borrower acknowledges and agrees that the execution, delivery, and performance of this Amendment shall in no way release, diminish, impair, reduce, or otherwise affect the obligations of the Borrower under the Credit Agreement, which Credit Agreement shall remain in full force and effect, and all rights thereunder are hereby ratified and confirmed. Borrower represents and warrants to the Lenders that as of the date of execution of this Amendment and as of the Amendment Effective Date: (a) (i) all representations and warranties in the Credit Agreement are true and correct in all material respects as though made on the date hereof, except to the extent that any of them speak to a different specific date, in which case they are true and correct as of such earlier date, and for purposes of this Amendment the representations and warranties contained in subsection (a) and (b) of Section 5.05 shall be deemed to refer to the most recent financial statements furnished by the Borrower pursuant to clauses (a) and (b) of Section 6.01, and (ii) no Default or Event of Default exists; (b) the execution, delivery and performance by the Borrower of this Amendment have been duly authorized by all necessary corporate action, and do not and will not contravene the terms of any of the Borrower’s organizational documents or any Requirement of Law or any indenture or loan or credit agreement or any other material agreement or instrument to which the Borrower is a party or by which it is bound or to which it or its properties are subject; (c) no authorizations, approvals or consents of, and no filings or registrations with, any Governmental Authority or any other person are necessary for the execution, delivery or performance by the Borrower of this Amendment or for the validity or enforceability thereof, other than routine informational filings with the SEC and/or other Governmental Authorities; and (d) this Amendment constitutes the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability, and by judicial discretion regarding the enforcement of or any applicable laws affecting remedies (whether considered in a court of law or a proceeding in equity).

Acknowledgment and Ratification; Representations and Warranties. The Borrower acknowledges and agrees that the execution, delivery, and performance of this Amendment shall in no way release, diminish, impair, reduce, or otherwise affect the obligations of the Borrower under the Credit Agreement, which Credit Agreement shall remain in full force and effect, and all rights thereunder are hereby ratified and confirmedeffect as amended hereby. Borrower represents and warrants to the Lenders that as of the date of execution of this Amendment and as of the Amendment Effective Date: (a) (i) all the representations and warranties set forth in the Credit Agreement are true and correct in all material respects as though made on the date hereof, except to the extent that any of them speak to a different specific date, in which case they are true and correct as of such earlier date, and for purposes of this Amendment the representations and warranties contained in subsection (a) and (b) of Section 5.05 3.04 shall be deemed to refer to the most recent financial statements furnished by the Borrower pursuant to clauses (a) and (b) of Section 6.01, and 5.01; (iib) no Default or Event of Default exists; (bc) neither the Borrower nor any of the Guarantors owns or has any interest in any “commercial tort claim” (as that term is defined in 12A Okla. Stat. § 1-9-102(a)(13) as of the Amendment Effective Date) that has not been specifically described in a Security Agreement as part of the collateral thereunder; (d) the execution, delivery and performance by the Borrower of this Amendment have been duly authorized by all necessary corporate action, action and do not and will not contravene the terms of any of the Borrower’s organizational documents documents, any law or any Requirement of Law or any indenture or indenture, loan or credit agreement agreement, or any other material agreement or instrument to which the Borrower is a party or by which it is bound or to which it or its properties are subject; (ce) no authorizations, approvals or consents of, and no filings or registrations with, any Governmental Authority or any other person Person are necessary for the execution, delivery or performance by the Borrower of this Amendment or for the validity or enforceability thereof, other than routine informational filings with the SEC and/or other Governmental Authorities; and; (df) this Amendment constitutes the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability, and by judicial discretion regarding the enforcement of or any applicable laws affecting remedies (whether considered in a court of law or a proceeding in equity); and (g) Schedule 3.13 attached hereto is an accurate list of and other information regarding the Borrower and all Subsidiaries of the Borrower as of the date of this Amendment, setting forth their respective jurisdictions of organization and the percentage of the respective capital stock or other ownership interests of the Subsidiaries owned by the Borrower or other Subsidiaries. All of the issued and outstanding shares of capital stock or other Equity Interests in such Subsidiaries have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and are fully paid and non-assessable.

Acknowledgment and Ratification; Representations and Warranties. The Borrower acknowledges Borrowers acknowledge and agrees agree that the execution, delivery, and performance of this Amendment shall in no way release, diminish, impair, reduce, or otherwise affect the obligations of the Borrower under the Credit Agreement, which Credit Agreement shall remain remains in full force and effect, and all rights thereunder are hereby ratified and confirmed. Each Borrower represents and warrants to the Lenders that as of the date of execution of this Amendment and as of the Amendment Effective Date: (a) (i) all the representations and warranties set forth in the Credit Agreement are true and correct in all material respects as though made on the date hereof, except to the extent that any of them speak to a different specific date, in which case they are true and correct as of such earlier date, and for purposes of this Amendment the representations and warranties contained in subsection (a) and (b) of Section 5.05 shall be 3.04 are deemed to refer to the most recent financial statements furnished by the Borrower Borrowers pursuant to clauses (a) and (b) of Section 6.01, and 5.01. (iib) no Default or Event of Default exists; (bc) no Credit Party owns or has any interest in any “commercial tort claim” (as that term is defined in 12A Okla. Stat. § 1-9-102(a)(13)) that has not been specifically described in a Security Agreement as part of the Collateral; (d) each Borrower’s execution, delivery and performance by the Borrower of this Amendment have has been duly authorized by all necessary corporate action, organizational action and do not and will not contravene the terms of any of the Borrower’s respective organizational documents documents, any law or any Requirement of Law or any indenture or indenture, loan or credit agreement agreement, or any other material agreement or instrument to which the any Borrower is a party or by which it is bound or to which it or its properties are subject; (ce) no authorizations, approvals or consents of, and no filings or registrations with, any Governmental Authority or any other person Person are necessary for the Borrower’s execution, delivery or performance by the Borrower of this Amendment or for the Amendment’s validity or enforceability thereof, other than routine informational filings with the SEC and/or other Governmental Authoritiesenforceability; and (df) this Amendment constitutes the each Borrower’s legal, valid and binding obligations of the Borrowerobligation, enforceable against the each Borrower in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability, and by judicial discretion regarding the enforcement of or any applicable laws affecting remedies (whether considered in a court of law or a proceeding in equity).

Acknowledgment and Ratification; Representations and Warranties. The Borrower acknowledges and agrees that that, except as expressly provided herein, the execution, delivery, and performance of this Amendment shall in no way release, diminish, impair, reduce, or otherwise affect the obligations of the Borrower under the Credit Agreement, which Credit Agreement Agreement, as amended hereby, shall remain in full force and effect, and all rights thereunder are is hereby ratified and confirmed. Borrower represents and warrants to the Lenders that as of the date of execution of this Amendment and as of the Amendment Effective Date: (a) (i) all representations and warranties set forth in the Credit Agreement are true and correct in all material respects as though made on the date hereof, except to the extent that any of them speak to a different specific date, in which case they are true and correct as of such earlier date, and for purposes of this Amendment the representations and warranties contained in subsection (a) and (b) of Section 5.05 shall be deemed to refer to the most recent financial statements furnished by the Borrower pursuant to clauses (a) and (b) of Section 6.01, and (ii) no Default or Event of Default exists; and (iii) since December 31, 2005 there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect; (b) the execution, delivery and performance by the Borrower of this Amendment have been duly authorized by all necessary corporate action, and do not and will not contravene the terms of any of the Borrower’s organizational documents or any Requirement of Law or any indenture or loan or credit agreement or any other material agreement or instrument to which the Borrower is a party or by which it is bound or to which it or its properties are subject; (c) no authorizations, approvals or consents of, and no filings or registrations with, any Governmental Authority or any other person are necessary for the execution, delivery or performance by the Borrower of this Amendment or for the validity or enforceability thereof, other than routine informational filings with the SEC and/or other Governmental Authorities; and (d) this Amendment constitutes the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability, and by judicial discretion regarding the enforcement of or any applicable laws affecting remedies (whether considered in a court of law or a proceeding in equity).

Acknowledgment and Ratification; Representations and Warranties. The Borrower acknowledges and agrees that the execution, delivery, and performance of this Amendment shall in no way release, diminish, impair, reduce, or otherwise affect the obligations of the Borrower under the Credit Agreement, which Credit Agreement shall remain in full force and effect, and all rights thereunder are hereby ratified and confirmedeffect as amended hereby. Borrower represents and warrants to the Lenders that as of the date of execution of this Amendment and as of the Amendment Effective Date, before and after giving effect to the increase in Commitments herein described: (a) (i) all the representations and warranties set forth in the Credit Agreement are true and correct in all material respects as though made on the date hereof, except to the extent that any of them speak to a different specific date, in which case they are true and correct as of such earlier date, and for purposes of this Amendment the representations and warranties contained in subsection (a) and (b) of Section 5.05 shall be deemed to refer to the most recent financial statements furnished by the Borrower pursuant to clauses (a) and (b) of Section 6.01, and (ii) no Default or Event of Default exists; (b) the execution, delivery and performance by the Borrower of this Amendment have been duly authorized by all necessary corporate action, and do not and will not contravene the terms of any of the Borrower’s organizational documents or any Requirement of Law or any indenture or loan or credit agreement or any other material agreement or instrument to which the Borrower is a party or by which it is bound or to which it or its properties are subject; (c) no authorizations, approvals or consents of, and no filings or registrations with, any Governmental Authority or any other person are necessary for the execution, delivery or performance by the Borrower of this Amendment or for the validity or enforceability thereof, other than routine informational filings with the SEC and/or other Governmental Authorities; and (d) this Amendment constitutes the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability, and by judicial discretion regarding the enforcement of or any applicable laws affecting remedies (whether considered in a court of law or a proceeding in equity).

Acknowledgment and Ratification; Representations and Warranties. The Borrower acknowledges Borrowers acknowledge and agrees agree that the execution, delivery, and performance of this Amendment shall in no way release, diminish, impair, reduce, or otherwise affect the obligations of the Borrower under the Credit Agreement, which Credit Agreement shall remain remains in full force and effect, and all rights thereunder are hereby ratified and confirmed. Each Borrower represents and warrants to the Lenders that as of the date of execution of this Amendment and as of the Second Amendment Effective Date: (a) (i) all the representations and warranties set forth in the Credit Agreement are true and correct in all material respects as though made on the date hereof, except to the extent that any of them speak to a different specific date, in which case they are true and correct as of such earlier date, and for purposes of this Amendment the representations and warranties contained in subsection (a) and (b) of Section 5.05 shall be 3.04 are deemed to refer to the most recent financial statements furnished by the Borrower Borrowers pursuant to clauses (a) and (b) of Section 6.01, and 5.01. (iib) no Default or Event of Default existsexists (other than Defaults or Events of Default waived by the Lenders under Section 4 above); (bc) no Credit Party owns or has any interest in any “commercial tort claim” (as that term is defined in 12A Okla. Stat. § 1-9-102(a)(13)) that has not been specifically described in a Security Agreement as part of the Collateral; (d) each Borrower’s execution, delivery and performance by the Borrower of this Amendment have has been duly authorized by all necessary corporate action, organizational action and do not and will not contravene the terms of any of the Borrower’s respective organizational documents documents, any law or any Requirement of Law or any indenture or indenture, loan or credit agreement agreement, or any other material agreement or instrument to which the any Borrower is a party or by which it is bound or to which it or its properties are subject; (ce) no authorizations, approvals or consents of, and no filings or registrations with, any Governmental Authority or any other person Person are necessary for the Borrower’s execution, delivery or performance by the Borrower of this Amendment or for the Amendment’s validity or enforceability thereof, other than routine informational filings with the SEC and/or other Governmental Authoritiesenforceability; and (df) this Amendment constitutes the each Borrower’s legal, valid and binding obligations of the Borrowerobligation, enforceable against the each Borrower in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability, and by judicial discretion regarding the enforcement of or any applicable laws affecting remedies (whether considered in a court of law or a proceeding in equity).

Acknowledgment and Ratification; Representations and Warranties. The Borrower acknowledges and agrees that the execution, delivery, and performance of this Amendment shall in no way release, diminish, impair, reduce, or otherwise affect the obligations of the Borrower under the Credit Agreement, which Credit Agreement shall remain in full force and effect, and all rights thereunder are hereby ratified and confirmedeffect as amended hereby. Borrower represents and warrants to the Lenders that as of the date of execution of this Amendment and as of the Amendment Effective Date: (a) (i) all the representations and warranties set forth in the Credit Agreement are true and correct in all material respects as though made on the date hereof, except to the extent that any of them speak to a different specific date, in which case they are true and correct as of such earlier date, and for purposes of this Amendment the representations and warranties contained in subsection (a) and (b) of Section 5.05 3.04 shall be deemed to refer to the most recent financial statements furnished by the Borrower pursuant to clauses (a) and (b) of Section 6.01, and 5.01; (iib) no Default or Event of Default exists; (bc) neither the Borrower nor any of the Guarantors owns or has any interest in any “commercial tort claim” (as that term is defined in 12A Okla. Stat. § 1-9-102(a)(13) as of the Amendment Effective Date) that has not been specifically described in a Security Agreement as part of the collateral thereunder; (d) the execution, delivery and performance by the Borrower of this Amendment have been duly authorized by all necessary corporate action, action and do not and will not contravene the terms of any of the Borrower’s organizational documents documents, any law or any Requirement of Law or any indenture or indenture, loan or credit agreement agreement, or any other material agreement or instrument to which the Borrower is a party or by which it is bound or to which it or its properties are subject; (ce) no authorizations, approvals or consents of, and no filings or registrations with, any Governmental Authority or any other person Person are necessary for the execution, delivery or performance by the Borrower of this Amendment or for the validity or enforceability thereof, other than routine informational filings with the SEC and/or other Governmental Authorities; and; (df) this Amendment constitutes the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with its terms, and the Ratifications constitute the legal, valid and binding obligations of the Guarantors party thereto, enforceable against such Guarantors in accordance with their terms, in all cases except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability, and by judicial discretion regarding the enforcement of or any applicable laws affecting remedies (whether considered in a court of law or a proceeding in equity); and (g) Schedule 3.13 attached hereto is an accurate list of and other information regarding the Borrower and all Subsidiaries of the Borrower as of the date of this Amendment, setting forth their respective jurisdictions of organization and the percentage of the respective capital stock or other ownership interests of the Subsidiaries owned by the Borrower or other Subsidiaries. All of the issued and outstanding shares of capital stock or other Equity Interests in such Subsidiaries have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and are fully paid and non-assessable.

Acknowledgment and Ratification; Representations and Warranties. The Borrower acknowledges and agrees that the execution, delivery, and performance of this Amendment shall in no way release, diminish, impair, reduce, or otherwise affect the obligations of the Borrower under the Credit Agreement, which Credit Agreement shall remain in full force and effect, and all rights thereunder are hereby ratified and confirmedeffect as amended hereby. Borrower represents and warrants to the Lenders that as of the date of execution of this Amendment and as of the Amendment Effective Date: (a) (i) all the representations and warranties set forth in the Credit Agreement are true and correct in all material respects as though made on the date hereof, except to the extent that any of them speak to a different specific date, in which case they are true and correct as of such earlier date, and for purposes of this Amendment the representations and warranties contained in subsection (a) and (b) of Section 5.05 3.04 shall be deemed to refer to the most recent financial statements furnished by the Borrower pursuant to clauses (a) and (b) of Section 6.01, and 5.01; (iib) no Default or Event of Default exists; (bc) neither the Borrower nor any of the Guarantors owns or has any interest in any “commercial tort claim” (as that term is defined in 12A Okla. Stat. § 1-9-102(a)(13) as of the Amendment Effective Date) that has not been specifically described in a Security Agreement as part of the collateral thereunder; (d) the execution, delivery and performance by the Borrower of this Amendment have has been duly authorized by all necessary corporate action, action and do not and will not contravene the terms of any of the Borrower’s organizational documents documents, any law or any Requirement of Law or any indenture or indenture, loan or credit agreement agreement, or any other material agreement or instrument to which the Borrower is a party or by which it is bound or to which it or its properties are subject; (ce) no authorizations, approvals or consents of, and no filings or registrations with, any Governmental Authority or any other person Person are necessary for the execution, delivery or performance by the Borrower of this Amendment or for the validity or enforceability thereof, other than routine informational filings with the SEC and/or other Governmental Authorities; and; (df) this Amendment constitutes the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with its terms, and the Ratifications constitute the legal, valid and binding obligations of the Guarantors party thereto, enforceable against such Guarantors in accordance with their terms, in all cases except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability, and by judicial discretion regarding the enforcement of or any applicable laws affecting remedies (whether considered in a court of law or a proceeding in equity); and (g) Schedule 3.13 attached hereto (which shall replace and supersede Schedule 3.13 to the Credit Agreement) contains an accurate list of and other information regarding the Borrower and all Subsidiaries of the Borrower as of the date of this Agreement, setting forth their respective jurisdictions of organization and the percentage of the respective capital stock or other ownership interests of the Subsidiaries owned by the Borrower or other Subsidiaries. All of the issued and outstanding shares of capital stock or other Equity Interests in such Subsidiaries have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and are fully paid and non-assessable.

Acknowledgment and Ratification; Representations and Warranties. The Borrower acknowledges Borrowers acknowledge and agrees agree that the execution, delivery, and performance of this Amendment shall in no way release, diminish, impair, reduce, or otherwise affect the obligations of the Borrower under the Credit Agreement, which Credit Agreement shall remain remains in full force and effect, and all rights thereunder are hereby ratified and confirmedeffect as amended hereby. Each Borrower represents and warrants to the Lenders that as of the date of execution of this Amendment and as of the Amendment Effective Date: (a) (i) all the representations and warranties set forth in the Credit Agreement are true and correct in all material respects as though made on the date hereof, except to the extent that any of them speak to a different specific date, in which case they are true and correct as of such earlier date, and for purposes of this Amendment the representations and warranties contained in subsection (a) and (b) of Section 5.05 3.04 shall be deemed to refer to the most recent financial statements furnished by the Borrower Borrowers pursuant to clauses (a) and (b) of Section 6.015.01. To the extent that any representation and warranty set forth in the Credit Agreement was qualified by a Schedule to the Credit Agreement, and to the extent such representation and warranty would not be true and correct in all material respects as though made on the date hereof without the Borrowers providing an updated Schedule, the Borrowers are attaching such updated Schedules hereto; (iib) no Default or Event of Default exists; (bc) neither Borrowers nor any of the Guarantors owns or has any interest in any “commercial tort claim” (as that term is defined in 12A Okla. Stat. § 1-9-102(a)(13) as of the Amendment Effective Date) that has not been specifically described in a Security Agreement as part of the collateral thereunder; (d) the execution, delivery and performance by the Borrower Borrowers of this Amendment have been duly authorized by all necessary corporate action, action and do not and will not contravene the terms of any of the Borrower’s Borrowers’ respective organizational documents documents, any law or any Requirement of Law or any indenture or indenture, loan or credit agreement agreement, or any other material agreement or instrument to which the any Borrower is a party or by which it is bound or to which it or its properties are subject; (ce) no authorizations, approvals or consents of, and no filings or registrations with, any Governmental Authority or any other person Person are necessary for the execution, delivery or performance by the Borrower Borrowers of this Amendment or for the validity or enforceability thereof, other than routine informational filings with the SEC United States Securities and Exchange Commission and/or other Governmental Authorities; and (df) this Amendment constitutes the legal, valid and binding obligations of the BorrowerBorrowers, enforceable against the Borrower Borrowers in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability, and by judicial discretion regarding the enforcement of or any applicable laws affecting remedies (whether considered in a court of law or a proceeding in equity).