Common use of Ratification and Affirmation of Credit Parties Clause in Contracts

Ratification and Affirmation of Credit Parties. Each of the Credit Parties hereby expressly (a) acknowledges the terms of this Fifth Amendment, (b) ratifies and affirms its obligations under the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party, (c) acknowledges, renews and extends its continued liability under the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party, (d) agrees that its guarantee under the Guaranty Agreement and the other Loan Documents to which it is a party remains in full force and effect with respect to the Indebtedness as amended hereby, (e) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Credit Party contained in the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Fifth Amendment except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date hereof, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects, (f) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Credit Party of this Fifth Amendment are within such Credit Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Fifth Amendment constitutes the valid and binding obligation of such Credit Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (g) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Fifth Amendment, no Borrowing Base Deficiency, Default or Event of Default exists.

Ratification and Affirmation of Credit Parties. Each of the Credit Parties hereby expressly (ai) acknowledges the terms of this Fifth First Amendment, (bii) ratifies and affirms its obligations under the Credit Agreement, the Guaranty and Collateral Agreement and the other Loan Documents to which it is a party, (ciii) acknowledges, renews and extends its continued liability under the Credit Agreement, the Guaranty and Collateral Agreement and the other Loan Documents to which it is a party, (div) agrees that its guarantee under the Guaranty and Collateral Agreement and the other Loan Documents to which it is a party remains in full force and effect with respect to the Indebtedness Obligations as amended hereby, (ev) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Credit Party contained in the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Fifth Amendment the amendments set forth in Section 2 hereof except (iA) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date hereof, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (iiB) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects, (fvi) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Credit Party of this Fifth First Amendment are within such Credit Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Fifth First Amendment constitutes the valid and binding obligation of such Credit Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (gvii) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Fifth First Amendment, no Borrowing Base Deficiency, Default or Event of Default exists.

Ratification and Affirmation of Credit Parties. Each of the Credit Parties hereby expressly (a) acknowledges the terms of this Fifth Fourth Amendment, (b) ratifies and affirms its obligations under the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party, (c) acknowledges, renews and extends its continued liability under the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party, (d) agrees that its guarantee under the Guaranty Agreement and the other Loan Documents to which it is a party remains in full force and effect with respect to the Indebtedness as amended hereby, (e) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Credit Party contained in the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Fifth Fourth Amendment except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date hereof, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects, (f) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Credit Party of this Fifth Fourth Amendment are within such Credit Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Fifth Fourth Amendment constitutes the valid and binding obligation of such Credit Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (g) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Fifth Fourth Amendment, no Borrowing Base Deficiency, Default or Event of Default exists.

Ratification and Affirmation of Credit Parties. Each of the Credit Parties hereby expressly (a) acknowledges the terms of this Fifth First Amendment, (b) ratifies and affirms its obligations under the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party, (c) acknowledges, renews and extends its continued liability under the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party, (d) agrees that its guarantee under the Guaranty Agreement and the other Loan Documents to which it is a party remains in full force and effect with respect to the Indebtedness as amended hereby, (e) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Credit Party contained in the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Fifth First Amendment except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date hereof, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects, (f) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Credit Party of this Fifth First Amendment are within such Credit Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Fifth First Amendment constitutes the valid and binding obligation of such Credit Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (g) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Fifth First Amendment, no Borrowing Base Deficiency, Default or Event of Default exists.

Ratification and Affirmation of Credit Parties. Each of the Credit Parties hereby expressly (a) acknowledges the terms of this Fifth Amendment, (b) ratifies and affirms its obligations under the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party, (c) acknowledges, renews and extends its continued liability under the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party, (d) agrees that its guarantee under the Guaranty Agreement and the other Loan Documents to which it is a party remains in full force and effect with respect to the Indebtedness as amended hereby, (e) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Credit Party contained in the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Fifth Amendment except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date hereof, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects, (f) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Credit Party of this Fifth Amendment are within such Credit Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Fifth Amendment constitutes the valid and binding obligation of such Credit Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (g) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Fifth Amendment, no Borrowing Base Deficiency, Default or Event of Default exists.

Ratification and Affirmation of Credit Parties. Each of the Credit Parties hereby expressly (a) acknowledges the terms of this Fifth First Amendment, (b) ratifies and affirms its obligations under the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party, (c) acknowledges, renews and extends its continued liability under the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party, (d) agrees that its guarantee under the Guaranty Agreement and the other Loan Documents to which it is a party remains in full force and effect with respect to the Indebtedness as amended hereby, (e) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Credit Party contained in the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Fifth Amendment the amendments set forth in Section 2 hereof except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date hereof, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects, (f) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Credit Party of this Fifth First Amendment are within such Credit Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Fifth First Amendment constitutes the valid and binding obligation of such Credit Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (g) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Fifth First Amendment, no Borrowing Base Deficiency, Default Deficiency or Event of Default exists.

Ratification and Affirmation of Credit Parties. Each of the Credit Parties hereby expressly (a) acknowledges the terms of this Fifth Third Amendment, (b) ratifies and affirms its obligations under the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party, (c) acknowledges, renews and extends its continued liability under the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party, (d) agrees that its guarantee under the Guaranty Agreement and the other Loan Documents to which it is a party remains in full force and effect with respect to the Indebtedness as amended hereby, (e) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Credit Party contained in the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Fifth Third Amendment except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date hereof, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects, (f) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Credit Party of this Fifth Third Amendment are within such Credit Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Fifth Third Amendment constitutes the valid and binding obligation of such Credit Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (g) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Fifth Third Amendment, no Borrowing Base Deficiency, Default or Event of Default exists.

Ratification and Affirmation of Credit Parties. Each of the Credit Parties Party hereby expressly (ai) acknowledges the terms of this Fifth Third Amendment, (bii) ratifies and affirms its obligations under the Credit Guaranty Agreement, the Guaranty Security Agreement and the other Loan Documents to which it is a party, (ciii) acknowledges, renews and extends its continued liability under the Credit Guaranty Agreement, the Guaranty Security Agreement and the other Loan Documents to which it is a party, (div) agrees that its guarantee under the Guaranty Agreement and its pledge of collateral under the Security Agreement and any of its obligations under the other Loan Documents to which it is a party remains remain in full force and effect with respect to the Indebtedness as amended hereby, (ev) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Credit Party Person contained in the Credit Agreement, the Guaranty Agreement (as amended by this Third Amendment) and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Fifth Third Amendment except (iA) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date hereof, case such representations and warranties shall continue to be true and correct as of such specified earlier date, and (iiB) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to materiality, a Material Adverse EffectEffect or similar qualification, in which case such representation representations and warranty (as so qualified) warranties shall continue to be true and correct in all respects, (fvi) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Credit Party Person of this Fifth Third Amendment are within such Credit PartyPerson’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Fifth Third Amendment constitutes the valid and binding obligation of such Credit Party Person enforceable in accordance with its terms, except as the enforceability thereof may be limited by subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium or similar other laws affecting creditor’s creditors’ rights generallygenerally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, and (gvii) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Fifth Third Amendment, no Borrowing Base Deficiency, Default or Event of Default exists.

Ratification and Affirmation of Credit Parties. Each of the Credit Parties hereby expressly (ai) acknowledges the terms of this Fifth Third Amendment, (bii) ratifies and affirms its obligations under the Credit Agreement, the Guaranty and Collateral Agreement and the other Loan Documents to which it is a party, (ciii) acknowledges, renews and extends its continued liability under the Credit Agreement, the Guaranty and Collateral Agreement and the other Loan Documents to which it is a party, (div) agrees agrees, with respect to each Credit Party that is a Guarantor, that its guarantee under the Guaranty and Collateral Agreement and the other Loan Documents to which it is a party remains in full force and effect with respect to the Indebtedness Obligations as amended hereby, (ev) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Credit Party contained in the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Fifth Amendment the amendments set forth in Section 2 hereof except (iA) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date hereof, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (iiB) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects, (fvi) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Credit Party of this Fifth Third Amendment are within such Credit Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Fifth Third Amendment constitutes the valid and binding obligation of such Credit Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (gvii) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Fifth Third Amendment, no Borrowing Base Deficiency, Default or Event of Default exists.

Ratification and Affirmation of Credit Parties. Each of the Credit Parties hereby expressly (a) acknowledges the terms of this Fifth Sixth Amendment, (b) ratifies and affirms its obligations under the Credit Agreement, the Facility Guaranty Agreement and the other Loan Documents Papers to which it is a party, (c) acknowledges, renews and extends its continued liability under the Credit Agreement, the Facility Guaranty Agreement and the other Loan Documents Papers to which it is a party, (d) agrees that the amendments hereby shall not limit or impair any Liens securing the Obligations and its guarantee under the Facility Guaranty Agreement and the other Loan Documents to which it is a party remains in full force and effect with respect to the Indebtedness Obligations as amended hereby, (e) represents and warrants to the Lenders Banks and the Administrative Agent that each representation and warranty of such Credit Party contained in the Credit Agreement, the Facility Guaranty Agreement and the other Loan Documents Papers to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Fifth Amendment the amendments set forth in Section 2 hereof except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date hereof, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects, (f) represents and warrants to the Lenders Banks and the Administrative Agent that the execution, delivery and performance by such Credit Party of this Fifth Sixth Amendment are within such Credit Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Fifth Sixth Amendment constitutes the valid and binding obligation of such Credit Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (g) represents and warrants to the Lenders Banks and the Administrative Agent that, after giving effect to this Fifth Sixth Amendment, no Borrowing Base Deficiency, Default or Event of Default has occurred which is continuing and no Borrowing Base Deficiency exists, and (h) represents and warrants to the Banks and the Administrative Agent that, after giving effect to the Sixth Amendment and each of the Sitio Amendments and the Sitio Merger, (i) the existence of the Credit Agreement, as amended hereby, and the other Loan Papers and the performance of the Credit Parties’ obligations thereunder (including the incurrence and guaranty of the Obligations and granting of Liens thereunder) will be permitted and will not constitute a default under the Sitio Credit Facilities and (ii) that no Credit Party (or any of such Credit Party’s Subsidiaries) will guarantee any obligations with respect to the Sitio Credit Facilities or grant any liens or provide other credit support securing any such obligations.

Ratification and Affirmation of Credit Parties. Each of the Credit Parties hereby expressly (ai) acknowledges the terms of this Fifth Second Amendment, (bii) ratifies and affirms its obligations under the Credit Agreement, the Guaranty and Collateral Agreement and the other Loan Documents to which it is a party, (ciii) acknowledges, renews and extends its continued liability under the Credit Agreement, the Guaranty and Collateral Agreement and the other Loan Documents to which it is a party, (div) agrees that its guarantee under the Guaranty and Collateral Agreement and the other Loan Documents to which it is a party remains in full force and effect with respect to the Indebtedness Obligations as amended hereby, (ev) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Credit Party contained in the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Fifth Amendment the amendments set forth in Section 2 hereof except (iA) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date hereof, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (iiB) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects, (fvi) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Credit Party of this Fifth Second Amendment are within such Credit Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Fifth Second Amendment constitutes the valid and binding obligation of such Credit Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (gvii) represents and warrants to the Lenders and the Administrative Agent that, immediately before, and after giving effect to this Fifth Second Amendment, no Borrowing Base Deficiency, Default or Event of Default exists.

Ratification and Affirmation of Credit Parties. Each of the Credit Parties Party hereby expressly (ai) acknowledges the terms of this Fifth Second Amendment, (bii) ratifies and affirms its obligations under the Credit Guaranty Agreement, the Guaranty Security Agreement and the other Loan Documents to which it is a party, (ciii) acknowledges, renews and extends its continued liability under the Credit Guaranty Agreement, the Guaranty Security Agreement and the other Loan Documents to which it is a party, (div) agrees that its guarantee under the Guaranty Agreement and its pledge of collateral under the Security Agreement and any of its obligations under the other Loan Documents to which it is a party remains remain in full force and effect with respect to the Indebtedness as amended hereby, (ev) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Credit Party Person contained in the Credit Agreement, the Guaranty Agreement (as amended by this Second Amendment) and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Fifth Second Amendment except (iA) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date hereof, case such representations and warranties shall continue to be true and correct as of such specified earlier date, and (iiB) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to materiality, a Material Adverse EffectEffect or similar qualification, in which case such representation representations and warranty (as so qualified) warranties shall continue to be true and correct in all respects, (fvi) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Credit Party Person of this Fifth Second Amendment are within such Credit PartyPerson’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Fifth Second Amendment constitutes the valid and binding obligation of such Credit Party Person enforceable in accordance with its terms, except as the enforceability thereof may be limited by subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium or similar other laws affecting creditor’s creditors’ rights generallygenerally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, and (gvii) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Fifth Second Amendment, no Borrowing Base Deficiency, Default or Event of Default exists.

Ratification and Affirmation of Credit Parties. Each of the Credit Parties hereby expressly (a) acknowledges the terms of this Fifth Amendment, (b) ratifies and affirms its obligations under the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party, (c) acknowledges, renews and extends its continued liability under the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party, (d) agrees agrees, with respect to each Credit Party that is a Guarantor, that its guarantee Guarantee under the Guaranty Guarantee Agreement and the other Loan Documents to which it is a party remains in full force and effect with respect to the Indebtedness Obligations as amended hereby, (e) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Credit Party contained in the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Fifth Amendment the amendments set forth in Section 2 hereof except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date hereof, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects, (f) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Credit Party of this Fifth Amendment are within such Credit Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Fifth Amendment constitutes the valid and binding obligation of such Credit Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (g) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Fifth Amendment, no Borrowing Base Deficiency, Default or Event of Default exists.

Ratification and Affirmation of Credit Parties. Each of the Credit Parties hereby expressly (a) acknowledges the terms of this Fifth Fourth Amendment, (b) ratifies and affirms its obligations under the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party, (c) acknowledges, renews and extends its continued liability under the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party, (d) agrees agrees, with respect to each Credit Party that is a Guarantor, that its guarantee Guarantee under the Guaranty Guarantee Agreement and the other Loan Documents to which it is a party remains in full force and effect with respect to the Indebtedness Obligations as amended hereby, (e) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Credit Party contained in the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Fifth Amendment the amendments set forth in Section 2 hereof except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date hereof, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects, (f) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Credit Party of this Fifth Fourth Amendment are within such Credit Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Fifth Fourth Amendment constitutes the valid and binding obligation of such Credit Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (g) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Fifth Fourth Amendment, no Borrowing Base Deficiency, Default or Event of Default exists.

Ratification and Affirmation of Credit Parties. Each of the Credit Parties The Borrower hereby expressly (ai) acknowledges the terms of this Fifth Third Amendment, (bii) ratifies and affirms its obligations under the Credit Guaranty Agreement, the Guaranty Swap Intercreditor Agreement and the other Security Instruments and Loan Documents to which it is a party, (ciii) acknowledges, renews and extends its continued liability under the Credit Guaranty Agreement, the Guaranty Swap Intercreditor Agreement and the other Security Instruments and Loan Documents to which it is a party, (div) agrees that its guarantee and pledge of collateral under the Guaranty Agreement and the other Security Instruments and Loan Documents to which it is a party remains remain in full force and effect with respect to the Indebtedness as amended hereby, (ev) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Credit Party Person contained in the Amended Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Fifth Third Amendment except (iA) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date hereof, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (iiB) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to materiality, Material Adverse EffectEffect or a similar qualification, such representation representations and warranty (as so qualified) warranties shall continue to be true and correct in all respects, (fvi) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and and/or performance by such Credit Party Person of this Fifth Third Amendment and each other Security Instrument and Loan Document being are within such Credit PartyPerson’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Fifth Third Amendment constitutes the valid and binding obligation of such Credit Party Person enforceable in accordance with its terms, except as the enforceability thereof may be limited by subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium or similar other laws affecting creditor’s creditors’ rights generallygenerally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, and (gvii) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Fifth Third Amendment, no Borrowing Base Deficiency, Default or Event of Default exists.

Ratification and Affirmation of Credit Parties. Each of the Credit Parties hereby expressly (ai) acknowledges the terms of this Fifth First Amendment, (bii) ratifies and affirms its obligations under the Credit AgreementGuarantee, the Guaranty Agreement Security Documents and the other Loan Credit Documents to which it is a party, (ciii) acknowledges, renews and extends its continued liability under the Credit AgreementGuarantee, the Guaranty Agreement Security Documents and the other Loan Credit Documents to which it is a party, (div) agrees that its guarantee under the Guaranty Agreement Guarantee, the Security Documents and the other Loan Credit Documents to which it is a party remains in full force and effect with respect to the Indebtedness Obligations as amended hereby, (ev) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Credit Party contained in the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party is true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date hereof and after giving effect to this Fifth Amendment the amendments set forth in Section 2 hereof (except (i) to the extent any where such representations and warranties are expressly limited relate to an earlier date, in which case, on and as of the date hereof, case such representations and warranties shall continue to be are true and correct US-DOCS\115046078.7 in all material respects as of such specified earlier date, date and (ii) to the extent except that any such representation and warranty that is expressly qualified by materiality or by reference as to “materiality,” “Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be ” or similar language is true and correct (after giving effect to any qualification therein) in all respectsrespects on such respective dates), (fvi) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Credit Party of this Fifth First Amendment are within such Credit Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Fifth First Amendment constitutes the valid and binding obligation of such Credit Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (gvii) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Fifth First Amendment, no Borrowing Base Deficiency, Default or Event of Default existsexists as of the date hereof.

Ratification and Affirmation of Credit Parties. Each of the Credit Parties hereby expressly (a) acknowledges the terms of this Fifth Third Amendment, (b) ratifies and affirms its obligations under the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party, (c) acknowledges, renews and extends its continued liability under the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party, (d) agrees agrees, with respect to each Credit Party that is a Guarantor, that its guarantee Guarantee under the Guaranty Guarantee Agreement and the other Loan Documents to which it is a party remains in full force and effect with respect to the Indebtedness Obligations as amended hereby, (e) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Credit Party contained in the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Fifth Amendment the amendments set forth in Section 2 hereof except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date hereof, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects, (f) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Credit Party of this Fifth Third Amendment are within such Credit Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Fifth Third Amendment constitutes the valid and binding obligation of such Credit Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (g) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Fifth Third Amendment, no Borrowing Base Deficiency, Default or Event of Default exists.

Ratification and Affirmation of Credit Parties. Each of the Credit Parties hereby expressly (ai) acknowledges the terms of this Fifth First Amendment, (bii) ratifies and affirms its obligations under the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party, (ciii) acknowledges, renews and extends its continued liability under the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party, (div) agrees agrees, with respect to each Credit Party that is a Guarantor, that its guarantee Guarantee under the Guaranty Guarantee Agreement and the other Loan Documents to which it is a party remains in full force and effect with respect to the Indebtedness Obligations as amended hereby, (ev) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Credit Party contained in the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Fifth Amendment the amendments set forth in Section 2 hereof except (iA) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date hereof, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date, and (iiB) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects, (fvi) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Credit Party of this Fifth First Amendment are within such Credit Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Fifth First Amendment constitutes the valid and binding obligation of such Credit Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (gvii) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Fifth Amendment, that no Borrowing Base Deficiency, Default or Event of Default exists.

Ratification and Affirmation of Credit Parties. Each of the Credit Parties hereby expressly (a) acknowledges the terms of this Fifth Second Amendment, (b) ratifies and affirms its obligations under the Credit Agreement, the Facility Guaranty Agreement and the other Loan Documents Papers to which it is a party, (c) acknowledges, renews and extends its continued liability under the Credit Agreement, the Facility Guaranty Agreement and the other Loan Documents Papers to which it is a party, (d) agrees that the amendments hereby shall not limit or impair any Liens securing the Obligations and its guarantee under the Facility Guaranty Agreement and the other Loan Documents to which it is a party remains in full force and effect with respect to the Indebtedness Obligations as amended hereby, (e) represents and warrants to the Lenders Banks and the Administrative Agent that each representation and warranty of such Credit Party contained in the Credit Agreement, the Facility Guaranty Agreement and the other Loan Documents Papers to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Fifth Amendment the amendments set forth in Section 2 hereof except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date hereof, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects, (f) represents and warrants to the Lenders Banks and the Administrative Agent that the execution, delivery and performance by such Credit Party of this Fifth Second Amendment are within such Credit Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Fifth Second Amendment constitutes the valid and binding obligation of such Credit Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (g) represents and warrants to the Lenders Banks and the Administrative Agent that, after giving effect to this Fifth Second Amendment, no Borrowing Base Deficiency, Default or Event of Default has occurred which is continuing and no Borrowing Base Deficiency exists.

Ratification and Affirmation of Credit Parties. Each of the Credit Parties hereby expressly (a) acknowledges the terms of this Fifth Amendment, (b) ratifies and affirms its obligations under the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party, (c) acknowledges, renews and extends its continued liability under the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party, (d) agrees agrees, with respect to each Credit Party that is a Guarantor, that its guarantee Guarantee under the Guaranty Guarantee Agreement and the other Loan Documents to which it is a party remains in full force and effect with respect to the Indebtedness Obligations as amended hereby, (e) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Credit Party contained in the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Fifth Amendment the amendments set forth in Section 2 hereof except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date hereof, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects, (f) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Credit Party of this Fifth Amendment are within such Credit Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Fifth Amendment constitutes the valid and binding obligation of such Credit Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (g) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Fifth Amendment, no Borrowing Base Deficiency, Default or Event of Default exists.. 6.3

Ratification and Affirmation of Credit Parties. Each of the Credit Parties hereby expressly (a) acknowledges the terms of this Fifth Fourth Amendment, (b) ratifies and affirms its obligations under the Credit Agreement, the Facility Guaranty Agreement and the other Loan Documents Papers to which it is a party, (c) acknowledges, renews and extends its continued liability under the Credit Agreement, the Facility Guaranty Agreement and the other Loan Documents Papers to which it is a party, (d) agrees that the amendments hereby shall not limit or impair any Liens securing the Obligations and its guarantee under the Facility Guaranty Agreement and the other Loan Documents to which it is a party remains in full force and effect with respect to the Indebtedness Obligations as amended hereby, (e) represents and warrants to the Lenders Banks and the Administrative Agent that each representation and warranty of such Credit Party contained in the Credit Agreement, the Facility Guaranty Agreement and the other Loan Documents Papers to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Fifth Amendment the amendments set forth in Section 2 hereof except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date hereof, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects, (f) represents and warrants to the Lenders Banks and the Administrative Agent that the execution, delivery and performance by such Credit Party of this Fifth Fourth Amendment are within such Credit Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Fifth Fourth Amendment constitutes the valid and binding obligation of such Credit Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (g) represents and warrants to the Lenders Banks and the Administrative Agent that, after giving effect to this Fifth Fourth Amendment, no Borrowing Base Deficiency, Default or Event of Default has occurred which is continuing and no Borrowing Base Deficiency exists.

Ratification and Affirmation of Credit Parties. Each of the Credit Parties hereby expressly (ai) acknowledges the terms of this Fifth Second Amendment, (bii) ratifies and affirms its obligations under the Credit Agreement, the Guaranty and Collateral Agreement (as amended hereby) and the other Loan Documents to which it is a party, (ciii) acknowledges, renews and extends its continued liability under the Credit Agreement, the Guaranty and Collateral Agreement (as amended hereby) and the other Loan Documents to which it is a party, (div) agrees that its guarantee under the Guaranty and Collateral Agreement (as amended hereby) and the other Loan Documents to which it is a party remains in full force and effect with respect to the Indebtedness Obligations as amended hereby, (ev) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Credit Party contained in the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Fifth Amendment the amendments set forth in Section 2 hereof except (iA) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date hereof, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (iiB) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects, (fvi) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Credit Party of this Fifth Second Amendment are within such Credit Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Fifth Second Amendment constitutes the valid and binding obligation of such Credit Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generallygenerally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, and (gvii) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Fifth Second Amendment, no Borrowing Base Deficiency, Default or Event of Default exists.

Ratification and Affirmation of Credit Parties. Each of the Credit Parties hereby expressly (ai) acknowledges the terms of this Fifth First Amendment, (bii) ratifies and affirms its obligations under the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party, (ciii) acknowledges, renews and extends its continued liability under the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party, (div) agrees agrees, with respect to each Credit Party that is a Guarantor, that its guarantee Guarantee under the Guaranty Guarantee Agreement and the other Loan Documents to which it is a party remains in full force and effect with respect to the Indebtedness Obligations as amended hereby, (ev) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Credit Party contained in the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Fifth Amendment the amendments set forth in Section 2 hereof except (iA) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date hereof, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date, and (iiB) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects, (fvi) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Credit Party of this Fifth First Amendment are within such Credit Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Fifth First Amendment constitutes the valid and binding obligation of such Credit Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (gvii) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Fifth First Amendment, no Borrowing Base Deficiency, Default or Event of Default exists.

Ratification and Affirmation of Credit Parties. Each of the Credit Parties hereby expressly (a) acknowledges the terms of this Fifth First Amendment, (b) ratifies and affirms its obligations under the Credit Agreement, the Facility Guaranty Agreement and the other Loan Documents Papers to which it is a party, (c) acknowledges, renews and extends its continued liability under the Credit Agreement, the Facility Guaranty Agreement and the other Loan Documents Papers to which it is a party, (d) agrees that its guarantee under the Facility Guaranty Agreement and the other Loan Documents to which it is a party remains in full force and effect with respect to the Indebtedness Obligations as amended hereby, (e) represents and warrants to the Lenders Banks and the Administrative Agent that each representation and warranty of such Credit Party contained in the Credit Agreement, the Facility Guaranty Agreement and the other Loan Documents Papers to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Fifth Amendment the amendments set forth in Section 2 hereof except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date hereof, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects, (f) represents and warrants to the Lenders Banks and the Administrative Agent that the execution, delivery and performance by such Credit Party of this Fifth First Amendment are within such Credit Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Fifth First Amendment constitutes the valid and binding obligation of such Credit Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (g) represents and warrants to the Lenders Banks and the Administrative Agent that, after giving effect to this Fifth First Amendment, no Borrowing Base Deficiency, Default or Event of Default has occurred which is continuing and no Borrowing Base Deficiency exists.

Ratification and Affirmation of Credit Parties. Each of the Credit Parties hereby expressly (a) acknowledges the terms of this Fifth Second Amendment, (b) ratifies and affirms its obligations under the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party, (c) acknowledges, renews and extends its continued liability under the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party, (d) agrees that its guarantee under the Guaranty Agreement and the other Loan Documents to which it is a party remains in full force and effect with respect to the Indebtedness as amended hereby, (e) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Credit Party contained in the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Fifth Second Amendment except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date hereof, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects, (f) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Credit Party of this Fifth Second Amendment are within such Credit Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Fifth Second Amendment constitutes the valid and binding obligation of such Credit Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (g) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Fifth Second Amendment, no Borrowing Base Deficiency, Default or Event of Default exists.

Ratification and Affirmation of Credit Parties. Each of the Credit Parties hereby expressly (a) acknowledges the terms of this Fifth Third Amendment, (b) ratifies and affirms its obligations under the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party, (c) acknowledges, renews and extends its continued liability under the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party, (d) agrees that its guarantee under the Guaranty Agreement and the other Loan Documents to which it is a party remains in full force and effect with respect to the Indebtedness as amended hereby, (e) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Credit Party contained in the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Fifth Amendment the amendments set forth in Section 2 hereof except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date hereof, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects, (f) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Credit Party of this Fifth Third Amendment are within such Credit Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Fifth Third Amendment constitutes the valid and binding obligation of such Credit Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (g) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Fifth Third Amendment, no Borrowing Base Deficiency, Default or Event of Default exists.

Ratification and Affirmation of Credit Parties. Each of the Credit Parties The Borrower hereby expressly (ai) acknowledges the terms of this Fifth Second Amendment, (bii) ratifies and affirms its obligations under the Credit Guaranty Agreement, the Guaranty Swap Intercreditor Agreement and the other Security Instruments and Loan Documents to which it is a party, (ciii) acknowledges, renews and extends its continued liability under the Credit Guaranty Agreement, the Guaranty Swap Intercreditor Agreement and the other Security Instruments and Loan Documents to which it is a party, (div) agrees that its guarantee and pledge of collateral under the Guaranty Agreement and the other Security Instruments and Loan Documents to which it is a party remains remain in full force and effect with respect to the Indebtedness as amended hereby, (ev) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Credit Party Person contained in the Amended Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Fifth Second Amendment except (iA) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date hereof, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (iiB) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to materiality, Material Adverse EffectEffect or a similar qualification, such representation representations and warranty (as so qualified) warranties shall continue to be true and correct in all respects, (fvi) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and and/or performance by such Credit Party Person of this Fifth Second Amendment and each other Security Instrument and Loan Document being are within such Credit PartyPerson’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Fifth Second Amendment constitutes the valid and binding obligation of such Credit Party Person enforceable in accordance with its terms, except as the enforceability thereof may be limited by subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium or similar other laws affecting creditor’s creditors’ rights generallygenerally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, and (gvii) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Fifth Second Amendment, no Borrowing Base Deficiency, Default or Event of Default exists.

Ratification and Affirmation of Credit Parties. Each of the Credit Parties hereby expressly (a) acknowledges the terms of this Fifth Second Amendment, (b) ratifies and affirms its obligations under the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party, (c) acknowledges, renews and extends its continued liability under the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party, (d) agrees that its guarantee under the Guaranty Agreement and the other Loan Documents to which it is a party remains in full force and effect with respect to the Indebtedness as amended hereby, (e) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Credit Party contained in the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Fifth Amendment the amendments set forth in Section 2 hereof except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date hereof, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects, (f) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Credit Party of this Fifth Second Amendment are within such Credit Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Fifth Second Amendment constitutes the valid and binding obligation of such Credit Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (g) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Fifth Second Amendment, no Borrowing Base Deficiency, Default or Event of Default exists.

Ratification and Affirmation of Credit Parties. Each of the Credit Parties Party hereby expressly (ai) acknowledges the terms of this Fifth First Amendment, (bii) ratifies and affirms its obligations under the Credit Guaranty Agreement, the Guaranty Security Agreement and the other Loan Documents to which it is a party, (ciii) acknowledges, renews and extends its continued liability under the Credit Guaranty Agreement, the Guaranty Security Agreement and the other Loan Documents to which it is a party, (div) agrees that its guarantee under the Guaranty Agreement and its pledge of collateral under the Security Agreement and any of its obligations under the other Loan Documents to which it is a party remains remain in full force and effect with respect to the Indebtedness as amended hereby, (ev) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Credit Party Person contained in the Credit Agreement, the Guaranty Agreement (as amended by this First Amendment) and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Fifth First Amendment except (iA) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date hereof, case such representations and warranties shall continue to be true and correct as of such specified earlier date, and (iiB) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to materiality, a Material Adverse EffectEffect or similar qualification, in which case such representation representations and warranty (as so qualified) warranties shall continue to be true and correct in all respects, (fvi) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Credit Party Person of this Fifth First Amendment are within such Credit PartyPerson’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Fifth First Amendment constitutes the valid and binding obligation of such Credit Party Person enforceable in accordance with its terms, except as the enforceability thereof may be limited by subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium or similar other laws affecting creditor’s creditors’ rights generallygenerally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, and (gvii) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Fifth First Amendment, no Borrowing Base Deficiency, Default or Event of Default exists.

Ratification and Affirmation of Credit Parties. Each of the Credit Parties hereby expressly (a) acknowledges the terms of this Fifth Seventh Amendment, (b) ratifies and affirms its obligations under the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party, (c) acknowledges, renews and extends its continued liability under the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party, (d) agrees that its guarantee under the Guaranty Agreement and the other Loan Documents to which it is a party remains in full force and effect with respect to the Indebtedness as amended hereby, (e) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Credit Party contained in the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Fifth Seventh Amendment except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date hereof, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects, (f) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Credit Party of this Fifth Seventh Amendment are within such Credit Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Fifth Seventh Amendment constitutes the valid and binding obligation of such Credit Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (g) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Fifth Seventh Amendment, no Borrowing Base Deficiency, Default or Event of Default exists.

Ratification and Affirmation of Credit Parties. Each of the Credit Parties hereby expressly (a) acknowledges the terms of this Fifth Second Amendment, (b) ratifies and affirms its obligations under the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party, (c) acknowledges, renews and extends its continued liability under the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party, (d) agrees agrees, with respect to each Credit Party that is a Guarantor, that its guarantee Guarantee under the Guaranty Guarantee Agreement and the other Loan Documents to which it is a party remains in full force and effect with respect to the Indebtedness Obligations as amended hereby, (e) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Credit Party contained in the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Fifth Amendment the amendments set forth in Section 2 hereof and the provisions set forth in Section 6 hereof except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date hereof, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects, (f) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Credit Party of this Fifth Second Amendment are within such Credit Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Fifth Second Amendment constitutes the valid and binding obligation of such Credit Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (g) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Fifth Second Amendment, no Borrowing Base Deficiency, Default or Event of Default exists.

Ratification and Affirmation of Credit Parties. Each of the Credit Parties hereby expressly (a) acknowledges the terms of this Fifth Eleventh Amendment, (b) ratifies and affirms its obligations under the Credit Agreement, the Facility Guaranty Agreement and the other Loan Documents Papers to which it is a party, (c) acknowledges, renews and extends its continued liability under the Credit Agreement, the Facility Guaranty Agreement and the other Loan Documents Papers to which it is a partyparty (in each case, as amended hereby), (d) in the case of each Guarantor, agrees that its guarantee under the Facility Guaranty Agreement and the other Loan Documents Papers (in each case, as amended hereby) to which it is a party remains in full force and effect with respect to the Indebtedness Obligations, as amended hereby, (e) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Credit Party contained in the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Fifth Amendment except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date hereof, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects, (f) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Credit Party of this Fifth Eleventh Amendment are within such Credit Party’s corporate, limited partnership or limited liability company powers (as applicable), have has been duly authorized by all necessary corporate or company action and that of such Credit Party, (ii) this Fifth Eleventh Amendment constitutes the a valid and binding obligation agreement of such Credit Party, and (iii) this Eleventh Amendment is enforceable against such Credit Party enforceable in accordance with its terms, terms except as (A) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws Laws affecting creditor’s creditors’ rights generally, and (gB) represents the availability of equitable remedies may be limited by equitable principles of general applicability, and warrants (f) acknowledges and confirms that the amendments contemplated hereby shall not limit or impair any Liens securing the Obligations, each of which are hereby ratified, affirmed and extended to secure the Lenders and the Administrative Agent that, Obligations after giving effect to this Fifth Eleventh Amendment, no Borrowing Base Deficiency, Default or Event of Default exists.

Ratification and Affirmation of Credit Parties. Each of the Credit Parties Party hereby expressly (ai) acknowledges the terms of this Fifth Fourth Amendment, (bii) ratifies and affirms its obligations under the Credit Guaranty Agreement, the Guaranty Security Agreement and the other Loan Documents to which it is a party, (ciii) acknowledges, renews and extends its continued liability under the Credit Guaranty Agreement, the Guaranty Security Agreement and the other Loan Documents to which it is a party, (div) agrees that its guarantee under the Guaranty Agreement and its pledge of collateral under the Security Agreement and any of its obligations under the other Loan Documents to which it is a party remains remain in full force and effect with respect to the Indebtedness as amended hereby, (ev) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Credit Party Person contained in the Credit Agreement, the Guaranty Agreement (as amended by this Fourth Amendment) and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Fifth Fourth Amendment except (iA) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date hereof, case such representations and warranties shall continue to be true and correct as of such specified earlier date, and (iiB) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to materiality, a Material Adverse EffectEffect or similar qualification, in which case such representation representations and warranty (as so qualified) warranties shall continue to be true and correct in all respects, (fvi) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Credit Party Person of this Fifth Fourth Amendment are within such Credit PartyPerson’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Fifth Fourth Amendment constitutes the valid and binding obligation of such Credit Party Person enforceable in accordance with its terms, except as the enforceability thereof may be limited by subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium or similar other laws affecting creditor’s creditors’ rights generallygenerally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, and (gvii) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Fifth Fourth Amendment, no Borrowing Base Deficiency, Default or Event of Default exists.

Ratification and Affirmation of Credit Parties. Each of the Credit Parties Party hereby expressly (ai) acknowledges the terms of this Fifth Amendment, (bii) ratifies and affirms its obligations under the Credit Guaranty Agreement, the Guaranty Security Agreement and the other Loan Documents to which it is a party, (ciii) acknowledges, renews and extends its continued liability under the Credit Guaranty Agreement, the Guaranty Security Agreement and the other Loan Documents to which it is a party, (div) agrees that its guarantee under the Guaranty Agreement and its pledge of collateral under the Security Agreement and any of its obligations under the other Loan Documents to which it is a party remains remain in full force and effect with respect to the Indebtedness as amended hereby, (ev) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Credit Party Person contained in the Credit Agreement, the Guaranty Agreement (as amended by this Fifth Amendment) and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Fifth Amendment except (iA) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date hereof, case such representations and warranties shall continue to be true and correct as of such specified earlier date, and (iiB) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to materiality, a Material Adverse EffectEffect or similar qualification, in which case such representation representations and warranty (as so qualified) warranties shall continue to be true and correct in all respects, (fvi) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Credit Party Person of this Fifth Amendment are within such Credit PartyPerson’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Fifth Amendment constitutes the valid and binding obligation of such Credit Party Person enforceable in accordance with its terms, except as the enforceability thereof may be limited by subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium or similar other laws affecting creditor’s creditors’ rights generallygenerally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, and (gvii) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Fifth Amendment, no Borrowing Base Deficiency, Default or Event of Default exists.

Ratification and Affirmation of Credit Parties. Each of the Credit Parties hereby expressly (a) acknowledges the terms of this Fifth Sixth Amendment, (b) ratifies and affirms its obligations under the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party, (c) acknowledges, renews and extends its continued liability under the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party, (d) agrees that its guarantee under the Guaranty Agreement and the other Loan Documents to which it is a party remains in full force and effect with respect to the Indebtedness as amended hereby, (e) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Credit Party contained in the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Fifth Sixth Amendment except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date hereof, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects, (f) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Credit Party of this Fifth Sixth Amendment are within such Credit Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Fifth Sixth Amendment constitutes the valid and binding obligation of such Credit Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (g) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Fifth Sixth Amendment, no Borrowing Base Deficiency, Default or Event of Default exists.

Ratification and Affirmation of Credit Parties. Each of the Credit Parties hereby expressly (a) acknowledges the terms of this Fifth Amendment, (b) ratifies and affirms its obligations under the Credit Agreement, the Facility Guaranty Agreement and the other Loan Documents Papers to which it is a party, (c) acknowledges, renews and extends its continued liability under the Credit Agreement, the Facility Guaranty Agreement and the other Loan Documents Papers to which it is a party, (d) agrees that the amendments hereby shall not limit or impair any Liens securing the Obligations and its guarantee under the Facility Guaranty Agreement and the other Loan Documents to which it is a party remains in full force and effect with respect to the Indebtedness Obligations as amended hereby, (e) represents and warrants to the Lenders Banks and the Administrative Agent that each representation and warranty of such Credit Party contained in the Credit Agreement, the Facility Guaranty Agreement and the other Loan Documents Papers to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Fifth Amendment the amendments set forth in Section 2 hereof except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date hereof, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects, (f) represents and warrants to the Lenders Banks and the Administrative Agent that the execution, delivery and performance by such Credit Party of this Fifth Amendment are within such Credit Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Fifth Amendment constitutes the valid and binding obligation of such Credit Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (g) represents and warrants to the Lenders Banks and the Administrative Agent that, after giving effect to this Fifth Amendment, no Borrowing Base Deficiency, Default or Event of Default has occurred which is continuing and no Borrowing Base Deficiency exists.

Ratification and Affirmation of Credit Parties. Each of the Credit Parties Party hereby expressly (a) acknowledges the terms of this Fifth First Amendment, (b) ratifies and affirms its obligations under the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party, (c) acknowledges, renews and extends its continued liability under the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party, (d) agrees that its guarantee under the Guaranty Agreement and the other Loan Documents to which it is a party remains in full force and effect with respect to the Indebtedness as amended hereby, (e) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Credit Party contained in the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Fifth First Amendment except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date hereof, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects, (f) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Credit Party of this Fifth First Amendment are within such Credit Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Fifth First Amendment constitutes the valid and binding obligation of such Credit Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (g) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Fifth First Amendment, no Borrowing Base Deficiency, Default or Event of Default exists.

Ratification and Affirmation of Credit Parties. Each of the Credit Parties hereby expressly (a) acknowledges the terms of this Fifth Third Amendment, (b) ratifies and affirms its obligations under the Credit Agreement, the Facility Guaranty Agreement and the other Loan Documents Papers to which it is a party, (c) acknowledges, renews and extends its continued liability under the Credit Agreement, the Facility Guaranty Agreement and the other Loan Documents Papers to which it is a party, (d) agrees that the amendments hereby shall not limit or impair any Liens securing the Obligations and its guarantee under the Facility Guaranty Agreement and the other Loan Documents to which it is a party remains in full force and effect with respect to the Indebtedness Obligations as amended hereby, (e) represents and warrants to the Lenders Banks and the Administrative Agent that each representation and warranty of such Credit Party contained in the Credit Agreement, the Facility Guaranty Agreement and the other Loan Documents Papers to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Fifth Amendment the amendments set forth in Section 2 hereof except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date hereof, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects, (f) represents and warrants to the Lenders Banks and the Administrative Agent that the execution, delivery and performance by such Credit Party of this Fifth Third Amendment are within such Credit Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Fifth Third Amendment constitutes the valid and binding obligation of such Credit Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (g) represents and warrants to the Lenders Banks and the Administrative Agent that, after giving effect to this Fifth Third Amendment, no Borrowing Base Deficiency, Default or Event of Default has occurred which is continuing and no Borrowing Base Deficiency exists.

Ratification and Affirmation of Credit Parties. Each of the Credit Parties Borrower and the Parent Guarantor hereby expressly (a) acknowledges the terms of this Fifth AmendmentAgreement, (b) ratifies and affirms its obligations under the Credit Agreement, the Guaranty Agreement and the other Loan Credit Documents to which it is a party, (c) acknowledges, renews and extends its continued liability under the Credit Agreement, the Guaranty Agreement and the other Loan Credit Documents to which it is a party, (d) agrees that its the Parent Guarantor’s guarantee under the Parent Guaranty Agreement and the other Loan Credit Documents to which it is a party remains in full force and effect with respect to the Indebtedness as amended hereby, (e) represents and warrants to the Lenders Lenders, the Collateral Agent and the Administrative Agent that each representation the representations and warranty warranties of such Credit Party the Borrower and the Parent Guarantor contained in the Credit Agreement, the Parent Guaranty Agreement and the other Loan Credit Documents to which it is a party is are true and correct in all material respects (except that any representation or warranty that is qualified as to “materiality” or “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any such qualification contained therein) in all respects) as of the date hereof and after giving effect to this Fifth Amendment Agreement except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date hereof, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects, (f) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Credit Party it of this Fifth Amendment Agreement are within such Credit Party’s its corporate, limited partnership or limited liability company powers power and authority (as applicable), have been duly authorized by all necessary limited liability company, corporate, or other such necessary action and that this Fifth Amendment Agreement constitutes the Borrower’s and Parent Guarantor’s legal, valid and binding obligation of such Credit Party obligations, enforceable against the Borrower and the Parent Guarantor, as applicable, in accordance with its respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency insolvency, or similar laws affecting creditor’s the enforcement of creditors’ rights generallygenerally or by general principles of equity, and (g) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Fifth AmendmentAgreement, no Borrowing Base Deficiency, Default or Event of Default exists.

Ratification and Affirmation of Credit Parties. Each of the Credit Parties hereby expressly (ai) acknowledges the terms of this Fifth Second Amendment, (bii) ratifies and affirms its obligations under the Credit Agreement, the Guaranty and Collateral Agreement and the other Loan Documents to which it is a party, (ciii) acknowledges, renews and extends its continued liability under the Credit Agreement, the Guaranty and Collateral Agreement and the other Loan Documents to which it is a party, (div) agrees that its guarantee under the Guaranty and Collateral Agreement and the other Loan Documents to which it is a party remains in full force and effect with respect to the Indebtedness Obligations as amended hereby, (ev) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Credit Party contained in the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Fifth Amendment the amendments set forth in Section 2 hereof except (iA) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date hereof, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (iiB) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects, (fvi) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Credit Party of this Fifth Second Amendment are within such Credit Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Fifth Second Amendment constitutes the valid and binding obligation of such Credit Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (gvii) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Fifth Second Amendment, no Borrowing Base Deficiency, Default or Event of Default exists.

Ratification and Affirmation of Credit Parties. Each of the Credit Parties hereby expressly (a) acknowledges the terms of this Fifth Twelfth Amendment, (b) ratifies and affirms its obligations under the Credit Agreement, the Facility Guaranty Agreement and the other Loan Documents Papers to which it is a party, (c) acknowledges, renews and extends its continued liability under the Credit Agreement, the Facility Guaranty Agreement and the other Loan Documents Papers to which it is a partyparty (in each case, as amended hereby), (d) in the case of each Guarantor, agrees that its guarantee under the Facility Guaranty Agreement and the other Loan Documents Papers (in each case, as amended hereby) to which it is a party remains in full force and effect with respect to the Indebtedness Obligations, as amended hereby, (e) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Credit Party contained in the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Fifth Amendment except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date hereof, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects, (f) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Credit Party of this Fifth Twelfth Amendment are within such Credit Party’s corporate, limited partnership or limited liability company powers (as applicable), have has been duly authorized by all necessary corporate or company action and that of such Credit Party, (ii) this Fifth Twelfth Amendment constitutes the a valid and binding obligation agreement of such Credit Party, and (iii) this Twelfth Amendment is enforceable against such Credit Party enforceable in accordance with its terms, terms except as (A) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws Laws affecting creditor’s creditors’ rights generally, and (gB) represents the availability of equitable remedies may be limited by equitable principles of general applicability, and warrants (f) acknowledges and confirms that the amendments contemplated hereby shall not limit or impair any Liens securing the Obligations, each of which are hereby ratified, affirmed and extended to secure the Lenders and the Administrative Agent that, Obligations after giving effect to this Fifth Twelfth Amendment, no Borrowing Base Deficiency, Default or Event of Default exists.