Common use of Credit Parties’ Representations and Warranties Clause in Contracts

Credit Parties’ Representations and Warranties. Each Credit Party represents and warrants to the Agent and the Lenders as follows: (a) Such Credit Party (i) is duly organized, validly existing and in good standing under the laws of the state of its organization and (ii) has all requisite power, authority and legal right to execute, deliver and perform this Amendment and to perform the Credit Agreement, as amended hereby. (b) The execution, delivery and performance by such Credit Party of this Amendment and the performance by such Credit Party of the Credit Agreement, as amended hereby (i) have been duly authorized by all necessary action, (ii) do not and will not violate or create a default under such Credit Party’s organizational documents, any applicable law or any contractual restriction binding on or otherwise affecting such Credit Party or any of such Credit Party’s properties, and (iii) except as provided in the Loan Documents, do not and will not result in or require the creation of any Lien, upon or with respect to such Credit Party’s property. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority is required in connection with the due execution, delivery and performance by such Credit Party of this Amendment or the performance by such Credit Party of the Credit Agreement, as amended hereby. (d) This Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of such Credit Party, enforceable against such Credit Party in accordance with their terms except to the extent the enforceability thereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies and by general principles of equity. (e) Immediately after giving effect to this Amendment, (i) the representations and warranties contained in the Credit Agreement are correct on and as of the date of this Amendment as though made on and as of the date hereof (except where such representations and warranties relate to an earlier date in which case such representations and warranties shall be true and correct as of such earlier date), and (ii) no Default or Event of Default has occurred and is continuing (or would result from this Amendment becoming effective in accordance with its terms).

Credit Parties’ Representations and Warranties. Each Credit Party represents and warrants to the Agent Agents and the Lenders as follows: (a) Such Credit Party (i) is duly organized, validly existing and in good standing under the laws of the state of its organization and (ii) has all requisite power, authority and legal right to execute, deliver and perform this Amendment and to perform the Credit Agreement, as amended hereby. (b) The execution, delivery and performance by such Credit Party of this Amendment and the Purchase Documents and the performance by such Credit Party of the Credit Agreement, as amended hereby (i) have been duly authorized by all necessary action, (ii) do not and will not violate or create a default under such Credit Party’s organizational documents, any applicable law or any contractual restriction binding on or otherwise affecting such Credit Party or any of such Credit Party’s properties, and (iii) except as provided in the Loan Credit Documents, do not and will not result in or require the creation of any Lien, upon or with respect to such Credit Party’s property. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority is required in connection with the due execution, delivery and performance by such Credit Party of this Amendment or the Purchase Documents or the performance by such Credit Party of the Credit Agreement, as amended hereby. (d) This Amendment and the Credit Agreement, as amended hereby, and the Purchase Documents constitute the legal, valid and binding obligations of such Credit Party, enforceable against such Credit Party in accordance with their terms except to the extent the enforceability thereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies and by general principles of equity. (e) Immediately after giving effect to this Amendment, (i) the representations and warranties contained in the Credit Agreement are correct on and as of the date of this Amendment as though made on and as of the date hereof (except where such representations and warranties relate to an earlier date in which case such representations and warranties shall be true and correct as of such earlier date), and (ii) no Default or Event of Default has occurred and is continuing (or would result from this Amendment becoming effective in accordance with its terms).

Credit Parties’ Representations and Warranties. Each Credit Party represents and warrants to the Agent Agents and the Lenders as follows: (a) Such Credit Party (i) is duly organized, validly existing and in good standing under the laws of the state of its organization and (ii) has all requisite power, authority and legal right to execute, deliver and perform this Amendment and to perform the Credit Agreement, as amended hereby. (b) The execution, delivery and performance by such Credit Party of this Amendment and the performance by such Credit Party of the Credit Agreement, as amended hereby (i) have been duly authorized by all necessary action, (ii) do not and will not violate or create a default under such Credit Party’s organizational documents, any applicable law or any contractual restriction binding on or otherwise affecting such Credit Party or any of such Credit Party’s properties, and (iii) except as provided in the Loan Credit Documents, do not and will not result in or require the creation of any Lien, upon or with respect to such Credit Party’s property. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority is required in connection with the due execution, delivery and performance by such Credit Party of this Amendment or the performance by such Credit Party of the Credit Agreement, as amended hereby. (d) This Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of such Credit Party, enforceable against such Credit Party in accordance with their terms except to the extent the enforceability thereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies and by general principles of equity. (e) Immediately after giving effect to this Amendment, (i) the representations and warranties contained in the Credit Agreement are correct on and as of the date of this Amendment as though made on and as of the date hereof (except where such representations and warranties relate to an earlier date in which case such representations and warranties shall be true and correct as of such earlier date), and (ii) no Default or Event of Default has occurred and is continuing (or would result from this Amendment becoming effective in accordance with its terms).

Credit Parties’ Representations and Warranties. Each Credit Party represents and warrants to the Agent and the Lenders as follows: that: (a) Such Credit Party (i) is duly organizedafter giving effect to this Agreement, validly existing the representations and warranties contained in good standing under the laws of the state of its organization and (ii) has all requisite power, authority and legal right to execute, deliver and perform this Amendment and to perform the Credit Agreement, as amended hereby. , and the representations and warranties contained in the other Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of the Effective Date as if made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) as of such earlier date; (b) The after giving effect to this Agreement, no Default has occurred and is continuing; (c) the execution, delivery and performance by of this Agreement are within the limited liability company, limited partnership, or corporate power and authority of such Credit Party of this Amendment and the performance by such Credit Party of the Credit Agreement, as amended hereby (i) have been duly authorized by all necessary actionappropriate limited liability company, limited partnership or corporate action and proceedings; (iid) do not this Agreement constitutes the legal, valid, and will not violate or create a default under such Credit Party’s organizational documents, any applicable law or any contractual restriction binding on or otherwise affecting obligation of such Credit Party enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or any similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this Agreement; (f) the Liens under the Security Instruments are valid and subsisting and secure the Indebtedness (as such Credit Party’s properties, Indebtedness may be increased as a result of the transactions contemplated hereby); and (iiig) except as provided in the Loan Documents, do not and will not result in or require the creation of any Lien, upon or with respect to such Credit Party’s property. (c) No no authorization or approval or other action by, and no notice to or filing with, any governmental authority Governmental Authority or other Person (other than those that have been, or on the Effective Date will be, duly obtained or made and that are, or on the Effective Date will be, in full force and effect) is required in connection with for the incurrence of the Borrowing Base Increase or for the due execution, delivery and and/or performance of Senior Revolving Credit Documents in connection with the Borrowing Base Increase, in each case by such Credit Party of this Amendment or the performance by such Credit Party of the Credit Agreement, as amended herebyparties thereto. (d) This Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of such Credit Party, enforceable against such Credit Party in accordance with their terms except to the extent the enforceability thereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies and by general principles of equity. (e) Immediately after giving effect to this Amendment, (i) the representations and warranties contained in the Credit Agreement are correct on and as of the date of this Amendment as though made on and as of the date hereof (except where such representations and warranties relate to an earlier date in which case such representations and warranties shall be true and correct as of such earlier date), and (ii) no Default or Event of Default has occurred and is continuing (or would result from this Amendment becoming effective in accordance with its terms).

Credit Parties’ Representations and Warranties. Each Credit Party represents and warrants to the Agent and the Lenders as follows: that: (a) Such Credit Party (i) is duly organized, validly existing and in good standing under the laws of the state of its organization and (ii) has all requisite power, authority and legal right after giving effect to execute, deliver and perform this Amendment and to perform the Credit Agreement, as amended hereby. (b) The execution, delivery the representations and performance by such Credit Party of this Amendment and the performance by such Credit Party of the Credit Agreement, as amended hereby (i) have been duly authorized by all necessary action, (ii) do not and will not violate or create a default under such Credit Party’s organizational documents, any applicable law or any contractual restriction binding on or otherwise affecting such Credit Party or any of such Credit Party’s properties, and (iii) except as provided warranties contained in the Loan Documents, do not and will not result in or require the creation of any Lien, upon or with respect to such Credit Party’s property. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority is required in connection with the due execution, delivery and performance by such Credit Party of this Amendment or the performance by such Credit Party of the Credit Agreement, as amended hereby. (d) This Amendment and the Credit Agreement, as amended hereby, constitute and the legal, valid representations and binding obligations warranties contained in the other Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any such representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of the Effective Date as if made on and as of such Credit Party, enforceable against such Credit Party in accordance with their terms date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the enforceability thereof may be text thereof) as of such earlier date; (b) after giving effect to this Agreement, no Event of Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement are within the limited liability company power and authority of such Credit Party and have been duly authorized by appropriate limited liability company action and proceedings; (d) this Agreement constitutes the legal, valid, and binding obligation of such Credit Party enforceable in accordance with its terms, except as limited by any applicable bankruptcy, insolvency, reorganization, moratorium moratorium, or similar laws from time to time in effect affecting the rights of creditors generally the enforcement of creditors’ rights and remedies and by general principles of equity. ; (e) Immediately after giving effect to there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this Amendment, Agreement; and (if) the representations Liens under the Security Instruments are valid and warranties contained in subsisting and secure the Credit Agreement are correct on and Indebtedness (as such Indebtedness may be increased as a result of the date of this Amendment as though made on and as of the date hereof (except where such representations and warranties relate to an earlier date in which case such representations and warranties shall be true and correct as of such earlier date), and (ii) no Default or Event of Default has occurred and is continuing (or would result from this Amendment becoming effective in accordance with its termstransactions contemplated hereby).

Credit Parties’ Representations and Warranties. Each Credit Party represents and warrants to the Agent and the Lenders as follows: (a) Such Credit Party (i) is duly organized, validly existing and in good standing under the laws of the state of its organization and (ii) has all requisite power, authority and legal right to execute, deliver and perform this Amendment and to perform the Credit Agreement, as amended hereby. (b) The execution, delivery and performance by such Credit Party of this Amendment and the Purchase Documents and the performance by such Credit Party of the Credit Agreement, as amended hereby (i) have been duly authorized by all necessary action, (ii) do not and will not violate or create a default under such Credit Party’s organizational documents, any applicable law or any contractual restriction binding on or otherwise affecting such Credit Party or any of such Credit Party’s properties, and (iii) except as provided in the Loan Documents, do not and will not result in or require the creation of any Lien, upon or with respect to such Credit Party’s property. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority is required in connection with the due execution, delivery and performance by such Credit Party of this Amendment or the Purchase Documents or the performance by such Credit Party of the Credit Agreement, as amended hereby. (d) This Amendment and the Credit Agreement, as amended hereby, and the Purchase Documents constitute the legal, valid and binding obligations of such Credit Party, enforceable against such Credit Party in accordance with their terms except to the extent the enforceability thereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies and by general principles of equity. (e) Immediately after giving effect to this Amendment, (i) the representations and warranties contained in the Credit Agreement are correct on and as of the date of this Amendment as though made on and as of the date hereof (except where such representations and warranties relate to an earlier date in which case such representations and warranties shall be true and correct as of such earlier date), and (ii) no Default or Event of Default has occurred and is continuing (or would result from this Amendment becoming effective in accordance with its terms).

Credit Parties’ Representations and Warranties. Each Credit Party represents and warrants to the Agent and the Lenders as follows: that: (a) Such Credit Party (i) is duly organizedafter giving effect to this Agreement, validly existing the representations and in good standing under the laws warranties of the state of its organization and (ii) has all requisite power, authority and legal right to execute, deliver and perform this Amendment and to perform the Credit Agreement, as amended hereby. (b) The execution, delivery and performance by such Credit Party of this Amendment Borrower and the performance by such Credit Party of the Credit Agreement, as amended hereby (i) have been duly authorized by all necessary action, (ii) do not and will not violate or create a default under such Credit Party’s organizational documents, any applicable law or any contractual restriction binding on or otherwise affecting such Credit Party or any of such Credit Party’s properties, and (iii) except as provided Guarantors contained in the Loan Documents, do not and will not result in or require the creation of any Lien, upon or with respect to such Credit Party’s property. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority is required in connection with the due execution, delivery and performance by such Credit Party of this Amendment or the performance by such Credit Party of the Credit Agreement, as amended hereby. (d) This Amendment and the Credit Agreement, as amended hereby, constitute and the legal, valid other Loan Documents are true and binding obligations correct in all material respects (except that such materiality qualifier shall not be applicable to any such representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of the Effective Date as if made on as and as of such Credit Party, enforceable against such Credit Party in accordance with their terms date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the enforceability thereof may be text thereof) as of such earlier date; (b) after giving effect to this Agreement, no Event of Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement are within the limited liability company power and authority of such Credit Party and have been duly authorized by appropriate limited liability company action and proceedings; (d) this Agreement constitutes the legal, valid, and binding obligation of such Credit Party enforceable in accordance with its terms, except as limited by any applicable bankruptcy, insolvency, reorganization, moratorium moratorium, or similar laws from time to time in effect affecting the rights of creditors generally the enforcement of creditors’ rights and remedies and by general principles of equity. ; (e) Immediately after giving effect to there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this Amendment, Agreement; and (if) the representations Liens under the Security Instruments are valid and warranties contained in subsisting and secure the Credit Agreement are correct on and Indebtedness (as such Indebtedness may be increased as a result of the date of this Amendment as though made on and as of the date hereof (except where such representations and warranties relate to an earlier date in which case such representations and warranties shall be true and correct as of such earlier date), and (ii) no Default or Event of Default has occurred and is continuing (or would result from this Amendment becoming effective in accordance with its termstransactions contemplated hereby).

Credit Parties’ Representations and Warranties. Each Credit Party represents and warrants to the Agent and the Lenders as follows: that: (a) Such Credit Party (i) is duly organizedafter giving effect to this Agreement, validly existing the representations and in good standing under the laws warranties of the state Borrower and the Guarantors contained in the Amended Credit Agreement and the other Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any such representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of its organization the Effective Date as if made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects (iiexcept that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) has all requisite power, authority and legal right to execute, deliver and perform this Amendment and to perform the Credit Agreement, as amended hereby. of such earlier date; (b) The after giving effect to this Agreement, no Event of Default has occurred and is continuing; (c) the execution, delivery and performance by of this Agreement are within the corporate or limited liability company power and authority of such Credit Party of this Amendment and the performance by such Credit Party of the Credit Agreement, as amended hereby (i) have been duly authorized by all necessary actionappropriate corporate or limited liability company action and proceedings; (d) this Agreement constitutes the legal, (ii) do not valid, and will not violate or create a default under such Credit Party’s organizational documents, any applicable law or any contractual restriction binding on or otherwise affecting obligation of such Credit Party or any of such Credit Party’s properties, and (iii) except as provided in the Loan Documents, do not and will not result in or require the creation of any Lien, upon or with respect to such Credit Party’s property. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority is required in connection with the due execution, delivery and performance by such Credit Party of this Amendment or the performance by such Credit Party of the Credit Agreement, as amended hereby. (d) This Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of such Credit Party, enforceable against such Credit Party in accordance with their terms its terms, except to the extent the enforceability thereof may be as limited by any applicable bankruptcy, insolvency, reorganization, moratorium moratorium, or similar laws from time to time in effect affecting the rights of creditors generally the enforcement of creditors’ rights and remedies and by general principles of equity. ; (e) Immediately after giving effect to there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this Amendment, Agreement; and (if) the representations Liens under the Security Instruments are valid and warranties contained in subsisting and secure the Credit Agreement are correct on and Indebtedness (as such Indebtedness may be increased as a result of the date of this Amendment as though made on and as of the date hereof (except where such representations and warranties relate to an earlier date in which case such representations and warranties shall be true and correct as of such earlier date), and (ii) no Default or Event of Default has occurred and is continuing (or would result from this Amendment becoming effective in accordance with its termstransactions contemplated hereby).

Credit Parties’ Representations and Warranties. Each Credit Party represents and warrants to the Agent and the Lenders as follows: (a) Such Credit Party (i) is duly organized, validly existing and in good standing under the laws of the state state, province or other applicable jurisdiction of its organization and (ii) has all requisite power, authority and legal right to execute, deliver and perform this Amendment and to perform the Credit Agreement, as amended hereby. (b) The execution, delivery and performance by such Credit Party of this Amendment and the performance by such Credit Party of the Credit Agreement, as amended hereby (i) have been duly authorized by all necessary action, (ii) do not and will not violate or create a default under such Credit Party’s organizational documents, any material applicable law law, rule or regulation any applicable order, judgment or decree of any Governmental Authority or any material contractual restriction binding on or otherwise affecting such Credit Party it or any of such Credit Party’s propertiesits properties (including, without limitation, the Senior Secured Note Documents), and (iii) except as provided in the Loan Documents, do not and will not result in or require the creation of any Lien, upon or with respect to such Credit Party’s property, other than Lien securing obligations in an aggregate amount not exceeding $100,000. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority Governmental Authority is required in connection with the due execution, delivery and performance by such Credit Party of this Amendment or the performance by such Credit Party of the Credit Agreement, as amended hereby. (d) This Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of such Credit Party, enforceable against such Credit Party in accordance with their terms except to the extent the enforceability thereof as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws from time and subject to time in effect affecting generally the enforcement of creditors’ rights and remedies and by general principles of equity, regardless of whether considered in a proceeding in equity or at law. (e) Immediately after giving effect to this Amendment, (i) except for such matters as have been fully disclosed to Agent in writing by or on behalf of Borrowers, the representations and warranties contained in the Credit Agreement are correct on and as of the date of this Amendment as though made on and as of the date hereof (except where such representations and warranties relate to an earlier date in which case such representations and warranties shall be true and correct as of such earlier date), and (ii) no Default or Event of Default has occurred and is continuing (or would result from this Amendment becoming effective in accordance with its terms).

Credit Parties’ Representations and Warranties. Each Credit Party represents and warrants to the Agent and the Lenders as follows: that: (a) Such Credit Party (i) is duly organizedafter giving effect to this Amendment, validly existing the representations and warranties contained in good standing under the laws of the state of its organization and (ii) has all requisite power, authority and legal right to execute, deliver and perform this Amendment and to perform the Credit Agreement, as amended hereby. , and the representations and warranties contained in the other Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of the Effective Date as if made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) as of such earlier date; (b) The after giving effect to this Amendment, no Default has occurred and is continuing; (c) the execution, delivery and performance by of this Amendment are within the limited liability company, limited partnership, or corporate power and authority of such Credit Party of this Amendment and the performance by such Credit Party of the Credit Agreement, as amended hereby (i) have been duly authorized by all necessary actionappropriate limited liability company, limited partnership or corporate action and proceedings; (iid) do not this Amendment constitutes the legal, valid, and will not violate or create a default under such Credit Party’s organizational documents, any applicable law or any contractual restriction binding on or otherwise affecting obligation of such Credit Party enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or any similar laws affecting the rights of such Credit Party’s propertiescreditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this Amendment; (f) the Liens under the Security Instruments are valid and subsisting and secure the Indebtedness, as amended hereby; and (iiig) except as provided in the Loan Documents, do not and will not result in or require the creation of any Lien, upon or with respect to such Credit Party’s property. (c) No no authorization or approval or other action by, and no notice to or filing with, any governmental authority Governmental Authority or other Person (other than those that have been, or on the Effective Date will be, duly obtained or made and that are, or on the Effective Date will be, in full force and effect) is required in connection with for the incurrence of the Second Lien Increase or for the due execution, delivery and and/or performance of Loan Documents in connection with the Second Lien Increase in each case by such Credit Party of this Amendment or the performance by such Credit Party of the Credit Agreement, as amended herebyparties thereto. (d) This Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of such Credit Party, enforceable against such Credit Party in accordance with their terms except to the extent the enforceability thereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies and by general principles of equity. (e) Immediately after giving effect to this Amendment, (i) the representations and warranties contained in the Credit Agreement are correct on and as of the date of this Amendment as though made on and as of the date hereof (except where such representations and warranties relate to an earlier date in which case such representations and warranties shall be true and correct as of such earlier date), and (ii) no Default or Event of Default has occurred and is continuing (or would result from this Amendment becoming effective in accordance with its terms).

Credit Parties’ Representations and Warranties. Each Credit Party represents acknowledges, represents, warrants and warrants to the Agent and the Lenders as follows: agrees that: (a) Such Credit Party (i) is duly organized, validly existing and in good standing under the laws of the state of its organization and (ii) has all requisite power, authority and legal right after giving effect to execute, deliver and perform this Amendment and to perform the Credit Agreement, as amended hereby. (b) The execution, delivery the representations and performance by such Credit Party of this Amendment and the performance by such Credit Party of warranties contained in the Credit Agreement, as amended hereby (iother than such representations and warranties stating that no Default exists) and the representations and warranties contained in the other Credit Documents are true and correct in all material respects on and as of the Effective Date as if made on as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date; (b) no Default (other than the Existing Defaults) has occurred and is continuing; (c) the execution, delivery and performance of this Agreement are within the corporate or limited liability company power and authority of such Credit Party and have been duly authorized by all necessary actionappropriate corporate or limited liability company action and proceedings; (d) this Agreement constitutes the legal, (ii) do not valid, and will not violate or create a default under such Credit Party’s organizational documents, any applicable law or any contractual restriction binding on or otherwise affecting obligation of such Credit Party or any of such Credit Party’s properties, and (iii) except as provided in the Loan Documents, do not and will not result in or require the creation of any Lien, upon or with respect to such Credit Party’s property. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority is required in connection with the due execution, delivery and performance by such Credit Party of this Amendment or the performance by such Credit Party of the Credit Agreement, as amended hereby. (d) This Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of such Credit Party, enforceable against such Credit Party in accordance with their terms its terms, except to the extent the enforceability thereof may be as limited by any applicable bankruptcy, insolvency, reorganization, moratorium moratorium, or similar laws from time to time in effect affecting the rights of creditors generally the enforcement of creditors’ rights and remedies and by general principles of equity. , and no portion of the Obligations are subject to avoidance, subordination, recharacterization, recovery, attack, offset, counterclaim, or defense of any kind; (e) Immediately after giving effect to there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this Amendment, Agreement; and (if) the representations and warranties contained Credit Parties have granted to the Administrative Agent, a valid, binding, perfected, enforceable, first priority (subject to Permitted Liens), Liens in the Credit Agreement Collateral and such Liens are correct on and as not subject to avoidance, subordination, recharacterization, recovery, attack, offset, counterclaim, or defense of the date of this Amendment as though made on and as of the date hereof (except where such representations and warranties relate to an earlier date in which case such representations and warranties shall be true and correct as of such earlier date), and (ii) no Default or Event of Default has occurred and is continuing (or would result from this Amendment becoming effective in accordance with its terms)any kind.

Credit Parties’ Representations and Warranties. Each Credit Party represents and warrants to the Agent Agents and the Lenders as follows: (a) Such Credit Party (i) is duly organized, validly existing and in good standing under the laws of the state of its organization and (ii) has all requisite power, authority and legal right to execute, deliver and perform this Amendment and to perform the Credit Agreement, as amended hereby. (b) The execution, delivery and performance by such Credit Party of this Amendment and the performance by such Credit Party of the Credit Agreement, as amended hereby (i) have been duly authorized by all necessary action, (ii) do not and will not violate or create a default under such Credit Party’s organizational documents, any applicable law or any contractual restriction binding on or otherwise affecting such Credit Party or any of such Credit Party’s properties, and (iii) except as provided in the Loan Credit Documents, do not and will not result in or require the creation of any Lien, upon or with respect to such Credit Party’s property. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority is required in connection with the due execution, delivery and performance by such Credit Party of this Amendment or the performance by such Credit Party of the Credit Agreement, as amended hereby. (d) This Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of such Credit Party, enforceable against such Credit Party in accordance with their terms except to the extent the enforceability thereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies and by general principles of equity. (e) Immediately after giving effect to this Amendment, (i) the representations and warranties contained in the Credit Agreement are correct on and as of the date of this Amendment as though made on and as of the date hereof (except where such representations and warranties relate to an earlier date in which case such representations and warranties shall be true and correct as of such earlier date), and (ii) no Default or Event of Default has occurred and is continuing (or would result from this Amendment becoming effective in accordance with its terms).

Credit Parties’ Representations and Warranties. Each Credit Party represents and warrants to the Agent Agents and the Lenders as follows: (a) Such Credit Party (i) is duly organized, validly existing and in good standing under the laws of the state of its organization and (ii) has all requisite power, authority and legal right to execute, deliver and perform this Amendment and to perform the Credit Agreement, as amended hereby. (b) The execution, delivery and performance by such Credit Party of this Amendment and the performance by such Credit Party of the Credit Agreement, as amended hereby (i) have been duly authorized by all necessary action, (ii) do not and will not violate or create a default under such Credit Party’s organizational documents, any applicable law or any contractual restriction binding on or otherwise affecting such Credit Party or any of such Credit Party’s properties, and (iii) except as provided in the Loan Credit Documents, do not and will not result in or require the creation of any Lien, upon or with respect to such Credit Party’s property. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority is required in connection with the due execution, delivery and performance by such Credit Party of this Amendment or the performance by such Credit Party of the Credit Agreement, as amended hereby. (d) This Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of such Credit Party, enforceable against such Credit Party in accordance with their terms except to the extent the enforceability thereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies and by general principles of equity. (e) Immediately after giving effect to this Amendment, (i) the representations and warranties contained in the Credit Agreement are correct on and as of the date of this Amendment as though made on and as of the date hereof (except where such representations and warranties relate to an earlier date in which case such representations and warranties shall be true and correct as of such earlier date), and (ii) other than the Specified Events of Default, no Default or Event of Default has occurred and is continuing (or would result from this Amendment becoming effective in accordance with its terms).

Credit Parties’ Representations and Warranties. Each Credit Party represents and warrants to the Agent and the Lenders as follows: (a) Such Credit Party (i) is duly organized, validly existing and in good standing under the laws of the state of its organization and (ii) has all requisite power, authority and legal right to execute, deliver and perform this Amendment and to perform the Credit Agreement, as amended hereby. (b) The execution, delivery and performance by such Credit Party of this Amendment and the performance by such Credit Party of the Credit Agreement, as amended hereby (i) have been duly authorized by all necessary action, (ii) do not and will not violate or create a default under such Credit Party’s organizational documents, any applicable law or any contractual restriction binding on or otherwise affecting such Credit Party or any of such Credit Party’s properties, and (iii) except as provided in the Loan Documents, do not and will not result in or require the creation of any Lien, upon or with respect to such Credit Party’s property. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority is required in connection with the due execution, delivery and performance by such Credit Party of this Amendment or the performance by such Credit Party of the Credit Agreement, as amended hereby. (d) This Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of such Credit Party, enforceable against such Credit Party in accordance with their terms except to the extent the enforceability thereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies and by general principles of equity. (e) Immediately after giving effect to this Amendment, (i) the representations and warranties contained in the Credit Agreement are correct on and as of the date of this Amendment as though made on and as of the date hereof (except where such representations and warranties relate to an earlier date in which case such representations and warranties shall be true and correct as of such earlier date), and (ii) other than the Specified Events of Default, no Default or Event of Default has occurred and is continuing (or would result from this Amendment becoming effective in accordance with its terms).

Credit Parties’ Representations and Warranties. Each Credit Party represents and warrants to the Agent and the Lenders as follows: (a) Such Credit Party (i) is duly organized, validly existing and in good standing under the laws of the state of its organization and (ii) has all requisite power, authority and legal right to execute, deliver and perform this Amendment and to perform the Credit Agreement, as amended hereby. (b) The execution, delivery and performance by such Credit Party of this Amendment and the performance by such Credit Party of the Credit Agreement, as amended hereby (i) have been duly authorized by all necessary action, (ii) do not and will not violate or create a default under such Credit Party’s organizational documents, any applicable law or any contractual restriction binding on or otherwise affecting such Credit Party or any of such Credit Party’s properties, and (iii) except as provided in the Loan Documents, do not and will not result in or require the creation of any Lien, upon or with respect to such Credit Party’s property. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority is required in connection with the due execution, delivery and performance by such Credit Party of this Amendment or the performance by such Credit Party of the Credit Agreement, as amended hereby. (d) This Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of such Credit Party, enforceable against such Credit Party in accordance with their terms except to the extent the enforceability thereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies and by general principles of equity. (e) Immediately after giving effect to this Amendment, (i) the representations and warranties contained in the Credit Agreement are correct on and as of the date of this Amendment as though made on and as of the date hereof (except where such representations and warranties relate to an earlier date in which case such representations and warranties shall be true and correct as of such earlier date), and (ii) no Default or Event of Default has occurred and is continuing (or would result from this Amendment becoming effective in accordance with its terms).

Credit Parties’ Representations and Warranties. Each In order to induce Lenders to enter into this First Amendment, each Credit Party represents and warrants to each Lender that the Agent following statements are true, correct and the Lenders as followscomplete: (a) Such each Credit Party (i) is duly organized, validly existing and in good standing under the laws of the state of its organization and (ii) has all requisite power, corporate power and authority and legal right to execute, deliver and perform enter into this First Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement, Agreement as amended hereby.by this First Amendment (the "AMENDED AGREEMENT"); (b) The execution, the execution and delivery and performance by such Credit Party of this First Amendment and the performance by such Credit Party of the Credit Agreement, as amended hereby (i) Amended Agreement have been duly authorized by all necessary actioncorporate, and if required, stockholder, action on the part of each Credit Party; (iic) the execution and delivery by each Credit Party of this\ First Amendment and the performance by each Credit Party of the Amended Agreement do not and will not (i) violate or create a default under such the organizational documents of any Credit Party’s organizational documents, (ii) violate any applicable provision of any law or any contractual restriction governmental rule or regulation applicable to any Credit Party, or any order, judgment or decree of any court or other agency of government binding on or otherwise affecting such Credit Party or any of such Credit Party’s properties, and (iii) except as provided conflict with, result in the Loan Documentsa breach of or constitute (with due notice or lapse of time or both) a default under, do not and will not or give rise to any right to accelerate or to require a prepayment, repurchase or redemption under any Contractual Obligation of any Credit Party, (iv) result in or require the creation or imposition of any LienLien upon any of the properties or assets of any Credit Party (other than Liens created under any of the Credit Documents in favor of Collateral Agent on behalf of Lenders and other Liens permitted under the Amended Agreement), upon or (v) require any approval of stockholders or any approval or consent of any Person under any Contractual Obligation of any Credit Party or any of its Subsidiaries, except with respect to the foregoing clauses (ii), (iii) and (v) above, such Credit Party’s property.violations, conflicts, breaches, defaults or failures to obtain approvals or consents which could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (cd) No authorization or approval or other action by, the execution and no notice to or filing with, delivery by any governmental authority is required in connection with the due execution, delivery and performance by such Credit Party of this First Amendment or and the performance by such any Credit Party of the Credit AgreementAmended Agreement do not and will not require any registration with, as amended hereby.consent or approval of, or notice to, or other action to, with or by, any federal, state or other governmental authority or regulatory body, except for registrations, consents, approvals, notices and other actions the failure to obtain or take have not and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (de) This this First Amendment and the Amended Agreement have been duly executed and delivered by each Credit Agreement, as amended hereby, constitute Party and are the legal, legally valid and binding obligations of such each Credit Party, enforceable against such Credit Party in accordance with their terms respective terms, except to the extent the enforceability thereof as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time relating to time in effect affecting or limiting creditors' rights generally the enforcement of creditors’ rights and remedies and or by general equitable principles of equity.relating to enforceability; (ef) Immediately after giving effect to this AmendmentSections 1 and 2 hereof, (i) the representations and warranties contained in Section 4 of the Credit Agreement are and will be true, correct and complete in all material respects on and as of the date of this hereof and the First Amendment Effective Date (as defined below) to the same extent as though made on and as of such dates, except (i) to the date hereof (except where extent such representations and warranties specifically relate to an earlier date date, in which case such representations they were true, correct and warranties shall be true complete in all material respects on and correct as of such earlier date), (ii) the reference to "Projections" in Section 4.8 of the Credit Agreement shall be deemed to refer to the revised projections delivered to the Agents and the Lenders in connection with this First Amendment, and (iiiii) no Default or Event the reference in Section 4.9 of Default has occurred and is continuing (or would result from this Amendment becoming effective in accordance with its terms)the Credit Agreement to "December 31, 2003" shall be deemed to be a reference to "December 31, 2004".

Credit Parties’ Representations and Warranties. Each Credit Party represents and warrants to the Agent and the Lenders as follows: (a) Such Credit Party (i) is duly organized, validly existing and in good standing under the laws of the state of its organization and (ii) has all requisite power, authority and legal right to execute, deliver and perform this Amendment and to perform the Credit Agreement, as amended hereby. (b) The execution, delivery and performance by such Credit Party of this Amendment and the performance by such Credit Party of the Credit Agreement, as amended hereby (i) have been duly authorized by all necessary action, (ii) do not and will not violate or create a default under such Credit Party’s organizational documents, any applicable law or any contractual restriction binding on or otherwise affecting such Credit Party or any of such Credit Party’s properties, and (iii) except as provided in the Loan Documents, do not and will not result in or require the creation of any Lien, upon or with respect to such Credit Party’s property. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority is required in connection with the due execution, delivery and performance by such Credit Party of this Amendment or the performance by such Credit Party of the Credit Agreement, as amended hereby. (d) This Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of such Credit Party, enforceable against such Credit Party in accordance with their terms except to the extent the enforceability thereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies and by general principles of equity. (e) Immediately after giving effect to this Amendment, (i) except for such matters as have been fully disclosed to Agent in writing by or on behalf of Borrowers, the representations and warranties contained in the Credit Agreement are correct on and as of the date of this Amendment as though made on and as of the date hereof (except where such representations and warranties relate to an earlier date in which case such representations and warranties shall be true and correct as of such earlier date), and (ii) no Default or Event of Default has occurred and is continuing (or would result from this Amendment becoming effective in accordance with its terms).

Credit Parties’ Representations and Warranties. Each Credit Party represents and warrants to the Agent and the Lenders as follows: that: (a) Such Credit Party after giving effect to this Agreement, the Fifth Amendment Specified Representations are true and correct in all material respects (iexcept that such materiality qualifier shall not be applicable to any such representation or warranty that already is qualified or modified by materiality in the text thereof) is duly organized, validly existing on and in good standing under the laws as of the state Effective Date as if made on as and as of its organization such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects (iiexcept that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) has all requisite power, authority and legal right to execute, deliver and perform this Amendment and to perform the Credit Agreement, as amended hereby. of such earlier date; (b) The after giving effect to this Agreement, no Event of Default has occurred and is continuing; (c) the execution, delivery and performance by of this Agreement are within the limited liability company power and authority of such Credit Party of this Amendment and the performance by such Credit Party of the Credit Agreement, as amended hereby (i) have been duly authorized by all necessary actionappropriate limited liability company action and proceedings; (d) this Agreement constitutes the legal, (ii) do not valid, and will not violate or create a default under such Credit Party’s organizational documents, any applicable law or any contractual restriction binding on or otherwise affecting obligation of such Credit Party enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or any similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this Agreement; (f) the Liens under the Security Instruments are valid and subsisting and secure the Indebtedness (as such Credit Party’s properties, Indebtedness may be increased as a result of the transactions contemplated hereby); and (iiig) except as provided in the Loan Documents, do not and will not result in or require the creation of any Lien, upon or with respect to such Credit Party’s property. (c) No no authorization or approval or other action by, and no notice to or filing with, any governmental authority Governmental Authority or other Person (other than those that have been, or on the Effective Date will be, duly obtained or made and that are, or on the Effective Date will be, in full force and effect) is required by the Borrower for the increase in connection with the Borrowing Base under the Senior Revolving Credit Agreement being effected to the First Lien Amendment or for the due execution, delivery and and/or performance by each Credit Party of the Senior Revolving Credit Documents to be executed by such Credit Party of this Amendment or in connection with the performance by such Credit Party of the Credit Agreement, as amended hereby. (d) This Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of such Credit Party, enforceable against such Credit Party in accordance with their terms except to the extent the enforceability thereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies and by general principles of equity. (e) Immediately after giving effect to this Amendment, (i) the representations and warranties contained increase in the Borrowing Base under the Senior Revolving Credit Agreement are correct on and as of contemplated by the date of this Amendment as though made on and as of the date hereof (except where such representations and warranties relate to an earlier date in which case such representations and warranties shall be true and correct as of such earlier date), and (ii) no Default or Event of Default has occurred and is continuing (or would result from this Amendment becoming effective in accordance with its terms)First Lien Amendment.

Credit Parties’ Representations and Warranties. Each The Company acknowledges, represents, warrants and agrees as to itself and all other Credit Parties, and each other Credit Party represents acknowledges, represents, warrants and warrants agrees as to the Agent and the Lenders as follows: (a) Such Credit Party itself, that: (i) is duly organized, validly existing and in good standing under the laws of the state of its organization and (ii) has all requisite power, authority and legal right to execute, deliver and perform this Amendment and to perform the Credit Agreement, as amended hereby. (b) The execution, delivery and performance by such Credit Party of this Amendment are within the corporate or limited liability company power and the performance by authority of such Credit Party of the Credit AgreementParty, as amended hereby (i) the case may be, and have been duly authorized by all necessary action, appropriate corporate and limited liability company action and proceedings; (ii) do not this Amendment constitutes the legal, valid, and will not violate or create a default under such Credit Party’s organizational documents, any applicable law or any contractual restriction binding on or otherwise affecting obligation of such Credit Party or any of such Credit Party’s properties, and (iii) except as provided in the Loan Documents, do not and will not result in or require the creation of any Lien, upon or with respect to such Credit Party’s property. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority is required in connection with the due execution, delivery and performance by such Credit Party of this Amendment or the performance by such Credit Party of the Credit Agreement, as amended hereby. (d) This Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of such Credit Party, enforceable against such Credit Party in accordance with their terms its terms, except to the extent the enforceability thereof may be as limited by any applicable bankruptcy, insolvency, reorganization, moratorium moratorium, or similar laws from time to time in effect affecting the rights of creditors generally the enforcement of creditors’ rights and remedies and by general principles of equity. ; (eiii) Immediately after giving effect there are no governmental consents, licenses and approvals required to be made or obtained by it in connection with its execution, delivery, performance, validity and enforceability of this Amendment; (iv) no Defaults or Events of Default exist; (v) no Credit Party and no Subsidiary of any Credit Party has paid or has agreed to pay (directly or indirectly) any fee, remuneration or other consideration in favor of or for the benefit of any agent or lender under any Principal Credit Facility in connection with any amendments thereto substantially similar to those being made to the Agreement hereunder and (ivi) Xxxxxxxxx International has been released from all of its obligations under and in respect of the representations 2012 Credit Agreement, and warranties contained in the Credit Agreement are correct on and (as of the date of this Amendment hereof) has no obligations, whether direct or indirect, as though made on and as a co-borrower, guarantor or otherwise, with respect to any Indebtedness of the date hereof (except where such representations and warranties relate to an earlier date in which case such representations and warranties shall be true and correct as of such earlier date)Company or any Subsidiary under any Principal Credit Facility, and (iiA) at the time Xxxxxxxxx International was released from such obligations under and in respect of the 2012 Credit Agreement, no Default or Event of Default has occurred was continuing and is continuing (or would result from this Amendment becoming effective B) no consideration was paid in accordance with its terms)exchange for such release.

Credit Parties’ Representations and Warranties. Each Credit Party represents and warrants to the Agent Agents and the Lenders as follows: (a) Such Credit Party (i) is duly organized, validly existing and in good standing under the laws of the state of its organization and (ii) has all requisite power, authority and legal right to execute, deliver and perform this Amendment and to perform the Credit Agreement, as amended hereby. (b) The execution, delivery and performance by such Credit Party of this Amendment and the performance by such Credit Party of the Credit Agreement, as amended hereby (i) have been duly authorized by all necessary action, (ii) do not and will not violate or create a default under such Credit Party’s organizational documents, any applicable law or any contractual restriction binding on or otherwise affecting such Credit Party or any of such Credit Party’s properties, and (iii) except as provided in the Loan Credit Documents, do not and will not result in or require the creation of any Lien, upon or with respect to such Credit Party’s property. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority is required in connection with the due execution, delivery and performance by such Credit Party of this Amendment or the performance by such Credit Party of the Credit Agreement, as amended hereby. (d) This Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of such Credit Party, enforceable against such Credit Party in accordance with their terms except to the extent the enforceability thereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies and by general principles of equity. (e) Immediately after giving effect to this Amendment, (i) the representations and warranties contained in the Credit Agreement are correct on and as of the date of this Amendment as though made on and as of the date hereof (except where such representations and warranties relate to an earlier date in which case such representations and warranties shall be true and correct as of such earlier date), and (ii) no Default or Event of Default (other than the Specified Events of Default) has occurred and is continuing (or would result from this Amendment becoming effective in accordance with its terms).

Credit Parties’ Representations and Warranties. Each In order to induce Lenders to enter into this Second Amendment, each Credit Party represents and warrants to each Lender that the Agent following statements are true and the Lenders as followscorrect: (a1) Such each Credit Party (i) is duly organized, validly existing and in good standing under the laws of the state of its organization and (ii) has all requisite power, corporate power and authority and legal right to execute, deliver and perform enter into this Second Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement, Agreement as amended hereby.by this Second Amendment (the "AMENDED AGREEMENT"); (b2) The execution, the execution and delivery and performance by such Credit Party of this Second Amendment and the performance by such Credit Party of the Credit Agreement, as amended hereby (i) Amended Agreement have been duly authorized by all necessary actioncorporate, and if required, stockholder, action on the part of each Credit Party; (ii3) the execution and delivery by each Credit Party of this Second Amendment and the performance by each Credit Party of the Amended Agreement do not and will not (i) violate or create a default under such the organizational documents of any Credit Party’s organizational documents, (ii) violate any applicable provision of any law or any contractual restriction governmental rule or regulation applicable to any Credit Party, or any order, judgment or decree of any court or other agency of government binding on or otherwise affecting such Credit Party or any of such Credit Party’s properties, and (iii) except as provided conflict with, result in the Loan Documentsa breach of or constitute (with due notice or lapse of time or both) a default under, do not and will not or give rise to any right to accelerate or to require a prepayment, repurchase or redemption under any Contractual Obligation of any Credit Party, (iv) result in or require the creation or imposition of any LienLien upon any of the properties or assets of any Credit Party (other than Liens created under any of the Credit Documents in favor of Collateral Agent on behalf of Lenders and other Liens permitted under the Amended Agreement), upon or (v) require any approval of stockholders or any approval or consent of any Person under any Contractual Obligation of any Credit Party or any of its Subsidiaries, except with respect to the foregoing clauses (ii), (iii) and (v) above, such Credit Party’s property.violations, conflicts, breaches, defaults or failures to obtain approvals or consents which could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (c4) No authorization or approval or other action by, the execution and no notice to or filing with, delivery by any governmental authority is required in connection with the due execution, delivery and performance by such Credit Party of this Second Amendment or and the performance by such any Credit Party of the Credit AgreementAmended Agreement do not and will not require any registration with, as amended hereby.consent or approval of, or notice to, or other action to, with or by, any federal, state or other governmental authority or regulatory body, except for registrations, consents, approvals, notices and other actions the failure to obtain or take have not and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (d5) This this Second Amendment and the Amended Agreement have been duly executed and delivered by each Credit Agreement, as amended hereby, constitute Party and are the legal, legally valid and binding obligations of such each Credit Party, enforceable against such Credit Party in accordance with their terms respective terms, except to the extent the enforceability thereof as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time relating to time in effect affecting or limiting creditors' rights generally the enforcement of creditors’ rights and remedies and or by general equitable principles of equity.relating to enforceability (e6) Immediately after giving effect to this AmendmentSection 1 hereof, (i) the representations and warranties contained in Section 4 of the Credit Agreement are and will be true and correct in all material respects on and as of the date of this hereof and the Second Amendment Effective Date (as defined below) to the same extent as though made on and as of such dates, except (i) to the date hereof (except where extent such representations and warranties specifically relate to an earlier date date, in which case such representations and warranties shall be they were true and correct in all material respects on and as of such earlier date), and (ii) the representation in Section 4.8 of the Credit Agreement shall be deemed to be made on the Second Amendment Effective Date with respect to the revised projections delivered to the Agents and the Lenders in connection with this Second Amendment; and (7) after giving effect to Section 1 hereof, no Default or Event of Default event has occurred and is continuing (that would constitute an Event of Default or would result from this Amendment becoming effective in accordance with its terms)a Default.

Credit Parties’ Representations and Warranties. Each Credit Party represents and warrants to the Agent and the Lenders as follows: that: (a) Such Credit Party after giving effect to this Agreement, the Fifth Amendment Specified Representations are true and correct in all material respects (iexcept that such materiality qualifier shall not be applicable to any such representation or warranty that already is qualified or modified by materiality in the text thereof) is duly organized, validly existing on and in good standing under the laws as of the state Effective Date as if made on as and as of its organization such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects (iiexcept that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) has all requisite power, authority and legal right to execute, deliver and perform this Amendment and to perform the Credit Agreement, as amended hereby. of such earlier date; (b) The after giving effect to this Agreement, no Event of Default has occurred and is continuing; (c) the execution, delivery and performance by of this Agreement are within the limited liability company power and authority of such Credit Party of this Amendment and the performance by such Credit Party of the Credit Agreement, as amended hereby (i) have been duly authorized by all necessary actionappropriate limited liability company action and proceedings; (d) this Agreement constitutes the legal, (ii) do not valid, and will not violate or create a default under such Credit Party’s organizational documents, any applicable law or any contractual restriction binding on or otherwise affecting obligation of such Credit Party enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or any similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this Agreement; (f) the Liens under the Security Instruments are valid and subsisting and secure the Indebtedness (as such Credit Party’s properties, Indebtedness may be increased as a result of the transactions contemplated hereby); and (iiig) except as provided in the Loan Documents, do not and will not result in or require the creation of any Lien, upon or with respect to such Credit Party’s property. (c) No no authorization or approval or other action by, and no notice to or filing with, any governmental authority Governmental Authority or other Person (other than those that have been, or on the Effective Date will be, duly obtained or made and that are, or on the Effective Date will be, in full force and effect) is required in connection with for the incurrence of the Second Lien Increase by the Borrower or for the due execution, delivery and and/or performance by each Credit Party of the Second Lien Term Loan Documents to be executed by such Credit Party of this Amendment or in connection with the performance by such Credit Party of the Credit Agreement, as amended herebySecond Lien Increase. (d) This Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of such Credit Party, enforceable against such Credit Party in accordance with their terms except to the extent the enforceability thereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies and by general principles of equity. (e) Immediately after giving effect to this Amendment, (i) the representations and warranties contained in the Credit Agreement are correct on and as of the date of this Amendment as though made on and as of the date hereof (except where such representations and warranties relate to an earlier date in which case such representations and warranties shall be true and correct as of such earlier date), and (ii) no Default or Event of Default has occurred and is continuing (or would result from this Amendment becoming effective in accordance with its terms).