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

Ratification and Affirmation; Representations and Warranties. Each Obligor hereby (a) acknowledges the terms of this Fifth Amendment; (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby; (c) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fifth Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date, (ii) no Default or Event of Default has occurred and is continuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendment.

Ratification and Affirmation; Representations and Warranties. Each Obligor hereby of the Borrower and the Guarantor hereby: (a) acknowledges the terms of this Fifth Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby, after giving effect to the amendments contained herein; (c) agrees that from and after the Effective Date each reference to the Credit Agreement in the Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Amendment; (d) confirms that the existing security interests granted by it in favor of the Administrative Agent and the Lenders pursuant to the Loan Documents in the Collateral described therein shall continue to secure the obligations of the Loan Parties under the Credit Agreement, as amended by this Amendment, as and to the extent provided in the Loan Documents; and (e) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fifth Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct, except to the extent any unless such representations and warranties are expressly limited stated to an relate to a specific earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date, date and (ii) no Default or Event of Default has occurred and is continuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendmentcontinuing.

Ratification and Affirmation; Representations and Warranties. Each Obligor The Borrower hereby (a) acknowledges the terms of this Fifth Amendment; (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby; (c) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendment; and (d) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fifth Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correctcorrect in all material respects, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date, (ii) no Default or Event of Default has occurred and is continuing and (iii) no event event, development or events have circumstance has occurred which individually or in the aggregate has resulted in, or could reasonably be expected to have have, a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendment.

Ratification and Affirmation; Representations and Warranties. Each Obligor hereby (a) acknowledges the terms of this Fifth Seventh Amendment; (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby; (c) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fifth Seventh Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date, (ii) no Default or Event of Default has occurred and is continuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Seventh Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Seventh Amendment.

Ratification and Affirmation; Representations and Warranties. Each Obligor Borrower and each Guarantor hereby (a) acknowledges the terms of this Fifth Second Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended or modified hereby; , notwithstanding the amendments and modifications contained herein and (c) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fifth Second Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date, (ii) no Default or Event of Default has occurred and is continuing and (iii) since November 17, 2005, there has been no event event, development or events have occurred which individually circumstance that has had or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth AmendmentEvent.

Ratification and Affirmation; Representations and Warranties. Each Obligor hereby (a) acknowledges the terms of this Fifth Amendment; (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Term Loan Document to which it is a party and agrees that each Term Loan Document to which it is a party remains in full force and effect as expressly amended hereby; (c) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fifth Amendment: (i) all of the representations and warranties contained in each Term Loan Document to which it is a party are true and correct, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date, (ii) no Default or Event of Default has occurred and is continuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Term Loan Credit Agreement and in the other Term Loan Documents shall be deemed to be a reference to the Term Loan Credit Agreement, as amended by this Fifth Amendment.

Ratification and Affirmation; Representations and Warranties. The Borrower and each of the other Loan Parties does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents, in each case, as amended hereby, and its obligations thereunder. Each Obligor of the Borrower and the Subsidiary Guarantors hereby (a) acknowledges the terms of this Fifth Amendment; (b) ratifies acknowledges, renews and affirms its obligations under, and acknowledges extends its continued liability under, each Loan Document Document, as amended hereby, to which it is a party and agrees that each Loan Document Document, as amended hereby, to which it is a party remains in full force and effect as expressly amended hereby; effect, notwithstanding the amendments contained herein and (cb) represents and warrants to the Administrative Agent and the Lenders that that: (i) as of the date hereofhereof and as of the Effective Date, after giving effect to the terms of this Fifth Amendment: (i) , all of the representations and warranties contained in each Loan Document to which it is a party are true and correctcorrect in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) as of such specified earlier date, date and (ii) as of the date hereof and as of the Effective Date, (A) immediately before giving effect to this Amendment, no Default or Event of Default has occurred and is continuing and (iiiB) immediately after giving effect to this Amendment, no event Default or events Event of Default will have occurred which individually or in the aggregate could reasonably and be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendmentcontinuing.

Ratification and Affirmation; Representations and Warranties. Each Obligor The Borrower hereby (a) acknowledges the terms of this Fifth Eighth Amendment; (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby; (c) agrees that from and after the Eighth Amendment Effective Date each reference to the Credit Agreement in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Eighth Amendment; and (d) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fifth Eighth Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correctcorrect in all material respects, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date, (ii) no Default or Event of Default has occurred and is continuing continuing, and (iii) no event event, development or events have circumstance has occurred which individually or in the aggregate has resulted in, or could reasonably be expected to have have, a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendment.

Ratification and Affirmation; Representations and Warranties. Each Obligor hereby (a) acknowledges the terms of this Fifth Fourth Amendment; (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Term Loan Document to which it is a party and agrees that each Term Loan Document to which it is a party remains in full force and effect as expressly amended hereby; (c) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fifth Fourth Amendment: (i) all of the representations and warranties contained in each Term Loan Document to which it is a party are true and correct, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date, (ii) no Default or Event of Default has occurred and is continuing and continuing, (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse EffectEffect and (iv) the Parent Guarantors, the Borrower and each of the other Guarantors reasonably expect in good faith that no additional Taxes are payable by the Parent Guarantors, the Borrower and their respective Subsidiaries in cash as a result of the Reorganization Transactions; and (d) agrees that from and after the Fifth Fourth Amendment Effective Date each reference to the Term Loan Credit Agreement and in the other Term Loan Documents shall be deemed to be a reference to the Term Loan Credit Agreement, as amended by this Fifth Fourth Amendment.

Ratification and Affirmation; Representations and Warranties. Each Obligor hereby (a) acknowledges the terms of this Fifth Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby; , notwithstanding the amendments contained herein and (c) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fifth Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date, (ii) no Default or Event of Default has occurred and is continuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendment.

Ratification and Affirmation; Representations and Warranties. Each Obligor hereby hereby: (a) acknowledges the terms of this Fifth Amendment; (b) ratifies and affirms its obligations underobligations, and acknowledges acknowledges, renews and extends its continued liability underliability, under each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, as expressly amended herebyhereby (subject to subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law); (c) agrees that from and after the First Amendment Effective Date, each reference to the Credit Agreement in the Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Amendment; and (d) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fifth Amendment: (i) all of the representations and warranties contained set forth in each Loan Document to which it is a party are true and correctcorrect in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier date, date and (ii) no Default or Event of Default has occurred and is continuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendmentcontinuing.

Ratification and Affirmation; Representations and Warranties. Each Obligor As of the date hereof and as of the Effective Date prior to and after giving effect to the amendment contained herein effective as of the Effective Date, the Parent Borrower and each of the other Loan Parties does hereby (a) acknowledges adopt, ratify, and confirm, as applicable, the terms of this Fifth Amendment; Credit Agreement and the other Loan Documents, and, in each case, its obligations thereunder, (b) ratifies acknowledges, renews and affirms its obligations under, and acknowledges extends its continued liability under, each Loan Document to which it is a party and party, (c) agrees that each Loan Document to which it is a party remains in full force and effect effect, notwithstanding the amendment thereto effective as expressly amended hereby; of the Effective Date, and (cd) represents and warrants to the Administrative Agent and the Lenders that as of the date hereof, after giving effect to the terms of this Fifth Amendmentthat: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correctcorrect in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects, subject to such qualification as expressed therein), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects, subject to such qualification as expressed therein) as of such specified earlier date, (ii) immediately before giving effect to this Amendment, no Default or Event of Default has had occurred and is was continuing and (iii) immediately after giving effect to this Amendment, no event Default or events Event of Default will have occurred which individually or in the aggregate could reasonably and be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendmentcontinuing.

Ratification and Affirmation; Representations and Warranties. Each Obligor hereby (a) acknowledges the terms of this Fifth Sixth Amendment; (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby; (c) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fifth Sixth Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date, (ii) no Default or Event of Default has occurred and is continuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Sixth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Sixth Amendment.

Ratification and Affirmation; Representations and Warranties. Each of PEI and each Obligor hereby hereby: (a) acknowledges the terms of this Fifth Ninth Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby; (c) agrees that from and after the Ninth Amendment Effective Date each reference to the Credit Agreement in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Ninth Amendment; and (d) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fifth Ninth Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correctcorrect in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects) as of such specified earlier date, (ii) no Default or Event of Default has occurred and is continuing and (iii) no event event, development or events have circumstance has occurred which individually or in the aggregate exists that has resulted in, or could reasonably be expected to have have, a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendment.

Ratification and Affirmation; Representations and Warranties. Each Obligor Borrower Party hereby (a) acknowledges the terms of this Fifth Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby; , notwithstanding the amendments contained herein and (cb) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fifth First Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier datedate as supplemented or subject to such qualifications as are set forth in the applicable Schedule(s) as of the Effective Date (provided, that with respect to the representations and warranties set forth in Section 3.14, 3.18(a) and 3.20 that are expressly limited to the Effective Date, such representations and warranties are true and correct as of the First Amendment Effective Date without giving effect to such limitation as supplemented or subject to such qualifications as are set forth in the applicable Schedule(s) as of the First Amendment Effective Date) and (ii) no Default or Event of Default has occurred and is continuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendmentcontinuing.

Ratification and Affirmation; Representations and Warranties. The Borrower and each of the other Loan Parties does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents, as amended hereby, and its obligations thereunder. Each Obligor of the Borrower and the Subsidiary Guarantors hereby (a) acknowledges the terms of this Fifth Amendment; (b) ratifies acknowledges, renews and affirms its obligations under, and acknowledges extends its continued liability under, each Loan Document Document, as amended hereby, to which it is a party and agrees that each Loan Document Document, as amended hereby, to which it is a party remains in full force and effect as expressly amended hereby; effect, notwithstanding the amendments contained herein and (cb) represents and warrants to the Administrative Agent and the Lenders that that: (i) as of the date hereofhereof and as of the Effective Date, after giving effect to the terms of this Fifth Amendment: (i) , all of the representations and warranties contained in each Loan Document to which it is a party are true and correctcorrect in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) as of such specified earlier date, date and (ii) (A) as of the date hereof and as of the Effective Date, no Default or Event of Default has occurred and is continuing and (iiiB) immediately after giving effect to this Amendment, no event Default or events Event of Default will have occurred which individually or in the aggregate could reasonably and be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendmentcontinuing.

Ratification and Affirmation; Representations and Warranties. Each Obligor of the undersigned does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents, as modified hereby, and its obligations thereunder. Each of the Borrower and Parent hereby (a) acknowledges the terms of this Fifth Amendment; (b) ratifies acknowledges, renews and affirms its obligations under, and acknowledges extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended modified hereby; , notwithstanding the waivers contained herein and (cb) represents and warrants to the Lenders that that: (i) as of the date hereof, after giving effect to the terms of this Fifth Amendment: (i) Waiver, all of the representations and warranties contained in each Loan Document to which it is a party are true and correctcorrect in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) as of such specified earlier date, date and (ii) (A) as of the date hereof, no Default or Event of Default has occurred and is continuing and (iiiB) immediately after giving effect to this Waiver, no event or events Default will have occurred which individually or in the aggregate could reasonably and be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendmentcontinuing.

Ratification and Affirmation; Representations and Warranties. Each of PEI and each Obligor hereby hereby: (a) acknowledges the terms of this Fifth Sixth Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby; (c) agrees that from and after the Sixth Amendment Effective Date each reference to the Credit Agreement in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Sixth Amendment; and (d) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fifth Sixth Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correctcorrect in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects) as of such specified earlier date, (ii) no Default or Event of Default has occurred and is continuing and (iii) no event event, development or events have circumstance has occurred which individually or in the aggregate exists that has resulted in, or could reasonably be expected to have have, a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendment.

Ratification and Affirmation; Representations and Warranties. Each Obligor hereby (a) acknowledges the terms of this Fifth Ninth Amendment; (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby; (c) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fifth Ninth Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date, (ii) no Default or Event of Default has occurred and is continuing and continuing, (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse EffectEffect and (iv) the Parent Guarantors, the Borrower and each of the other Guarantors reasonably expect in good faith that no additional Taxes are payable by the Parent Guarantors, the Borrower and their respective Subsidiaries in cash as a result of the Reorganization Transactions; and (d) agrees that from and after the Fifth Ninth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Ninth Amendment.

Ratification and Affirmation; Representations and Warranties. Each Obligor hereby (a) acknowledges the terms of this Fifth Eighth Amendment; (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby; (c) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fifth Eighth Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date, (ii) no Default or Event of Default has occurred and is continuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Eighth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Eighth Amendment.

Ratification and Affirmation; Representations and Warranties. Each Obligor hereby (a) acknowledges the terms of this Fifth Third Amendment; (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Term Loan Document to which it is a party and agrees that each Term Loan Document to which it is a party remains in full force and effect as expressly amended hereby; (c) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fifth Third Amendment: (i) all of the representations and warranties contained in each Term Loan Document to which it is a party are true and correct, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date, (ii) no Default or Event of Default has occurred and is continuing and continuing, (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse EffectEffect and (iv) as of the date hereof, the principal amount of Indebtedness of the Borrower under the RBL Credit Agreement is $499,000,000; and (d) agrees that from and after the Fifth Third Amendment Effective Funding Date each reference to the Credit Agreement and in the other Term Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth AmendmentThird Amendment and (e) each of the representations and warranties set forth in Article VII of the Credit Agreement are true and correct in all material respects (except where already qualified by materiality or material adverse effect in which case in all respects) except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).

Ratification and Affirmation; Representations and Warranties. Each Obligor hereby (a) acknowledges the terms of this Fifth Tenth Amendment; (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby; (c) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fifth Tenth Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date, (ii) no Default or Event of Default has occurred and is continuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Tenth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Tenth Amendment.

Ratification and Affirmation; Representations and Warranties. Each Obligor Borrower and each Guarantor hereby (a) acknowledges the terms of this Fifth Third Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended or modified hereby; , notwithstanding the amendments and modifications contained herein and (c) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fifth Third Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date, (ii) no Default or Event of Default has occurred and is continuing and (iii) since November 17, 2005, there has been no event event, development or events have occurred which individually circumstance that has had or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth AmendmentEvent.

Ratification and Affirmation; Representations and Warranties. Each Obligor hereby (a) acknowledges the terms of this Fifth Second Amendment; (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby; (c) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fifth Second Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date, (ii) no Default or Event of Default has occurred and is continuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Second Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Second Amendment.

Ratification and Affirmation; Representations and Warranties. Each Obligor hereby hereby: (a) acknowledges the terms of this Fifth Amendment; (b) ratifies and affirms its obligations underunder and the Liens granted by, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby; (c) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendment; and (d) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fifth Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correctcorrect in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects) as of such specified earlier date, date and (ii) no Default or Event of Default has occurred and is continuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendmentcontinuing.

Ratification and Affirmation; Representations and Warranties. Each Obligor hereby (a) acknowledges the terms of this Fifth Second Amendment; (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby; (c) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fifth Second Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date, (ii) no Default or Event of Default has occurred and is continuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Second Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth AmendmentSecond Amendment and (e) each of the representations and warranties set forth in Article VII of the Credit Agreement are true and correct in all material respects (except where already qualified by materiality or material adverse effect in which case in all respects) except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).

Ratification and Affirmation; Representations and Warranties. Each Obligor of the undersigned does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents, as amended hereby, and its obligations thereunder. Each of the Borrower, Parent and each Guarantor hereby (a) acknowledges the terms of this Fifth Amendment; (b) ratifies acknowledges, renews and affirms its obligations under, and acknowledges extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby; hereby and (cb) represents and warrants to the Lenders that that: (i) as of the date hereof, after giving effect to the terms of this Fifth Amendment: (i) , all of the representations and warranties contained in each Loan Document to which it is a party are true and correctcorrect in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) as of such specified earlier date, date and (ii) (A) as of the date hereof, no Default or Event of Default has occurred and is continuing and (iiiB) immediately after giving effect to this Amendment, no event or events Default will have occurred which individually or in the aggregate could reasonably and be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendmentcontinuing.

Ratification and Affirmation; Representations and Warranties. Each Obligor of the Borrower and the Guarantors hereby (a) acknowledges the terms of this Fifth Seventh Amendment; (b) ratifies and affirms (i) its obligations under, and acknowledges its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby, and (ii) that the Liens created by the Loan Documents to which it is a party are valid and continuing and secure the Indebtedness in accordance with the terms thereof, after giving effect to this Agreement; and (c) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fifth Seventh Amendment: : (ia) all of the representations and warranties contained in each Loan Document to which it is a party are true and correctcorrect in all material respects (except those which have a materiality qualifier, which shall be true and correct as so qualified), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date, , (iib) no Default or Event of Default has occurred and is continuing and continuing, and (iiic) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendment.

Ratification and Affirmation; Representations and Warranties. Each Obligor hereby (a) acknowledges the terms of this Fifth First Amendment; (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby; (c) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fifth First Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date, (ii) no Default or Event of Default has occurred and is continuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth First Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth AmendmentFirst Amendment and (e) each of the representations and warranties set forth in Article VII of the Credit Agreement are true and correct in all material respects (except where already qualified by materiality or material adverse effect in which case in all respects) except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).

Ratification and Affirmation; Representations and Warranties. Each Obligor hereby (a) acknowledges the terms of this Fifth First Amendment; (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby; (c) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fifth First Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date, (ii) no Default or Event of Default has occurred and is continuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth First Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth First Amendment.

Ratification and Affirmation; Representations and Warranties. Each Obligor of the undersigned does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents, as amended hereby, and its obligations thereunder. The Borrower hereby (a) acknowledges the terms of this Fifth Amendment; (b) ratifies acknowledges, renews and affirms its obligations under, and acknowledges extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby; , notwithstanding the amendments contained herein and (cb) represents and warrants to the Lenders that that: (i) as of the date hereof, after giving effect to the terms of this Fifth First Amendment: (i) , all of the representations and warranties contained in each Loan Document to which it is a party are true and correctcorrect in all material respects, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date, date as supplemented or subject to such qualifications as are set forth in the applicable Schedule(s) as of the First Amendment Effective Date and (ii) (A) as of the date hereof, after giving effect to this First Amendment, no Default or Event of Default has occurred and is continuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendmentcontinuing.

Ratification and Affirmation; Representations and Warranties. Each of PEI and each Obligor hereby hereby: (a) acknowledges the terms of this Fifth Eighth Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby; (c) agrees that from and after the Eighth Amendment Effective Date each reference to the Credit Agreement in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Eighth Amendment; and (d) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fifth Eighth Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correctcorrect in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects) as of such specified earlier date, (ii) no Default or Event of Default has occurred and is continuing and (iii) no event event, development or events have circumstance has occurred which individually or in the aggregate exists that has resulted in, or could reasonably be expected to have have, a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendment.

Ratification and Affirmation; Representations and Warranties. Each of PEI and each Obligor hereby hereby: (a) acknowledges the terms of this Fifth Seventh Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby; (c) agrees that from and after the Seventh Amendment Effective Date each reference to the Credit Agreement in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Seventh Amendment; and (d) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fifth Seventh Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correctcorrect in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects) as of such specified earlier date, (ii) no Default or Event of Default has occurred and is continuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendment.,

Ratification and Affirmation; Representations and Warranties. Each Obligor hereby of the Borrower and the Guarantor hereby: (a) acknowledges the terms of this Fifth Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby, after giving effect to the amendments contained herein; (c) agrees that from and after the Fourth Amendment Effective Date each reference to the Credit Agreement in the Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Amendment; (d) confirms that the existing security interests granted by it in favor of the Administrative Agent and the Lenders pursuant to the Loan Documents in the Collateral described therein shall continue to secure the obligations of the Borrower and the Restricted Subsidiaries under the Credit Agreement, as amended by this Amendment, as and to the extent provided in the Loan Documents; and (e) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fifth Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct, except to the extent any unless such representations and warranties are expressly limited stated to an relate to a specific earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date, date and (ii) no Default or Event of Default has occurred and is continuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendmentcontinuing.

Ratification and Affirmation; Representations and Warranties. Each Obligor hereby (a) acknowledges the terms of this Fifth Ninth Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby; , and (c) represents and warrants to the Lenders that on and as of the date hereof, and immediately after giving effect to the terms of this Fifth Ninth Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correctcorrect in all material respects (except those which have a materiality qualifier, which shall be true and correct as so qualified), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date, ; (ii) no Default or Event of Default has occurred and is continuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendment.

Ratification and Affirmation; Representations and Warranties. Each Obligor hereby The Borrower hereby: (a) acknowledges the terms of this Fifth First Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby, after giving effect to the amendments contained herein; (c) agrees that from and after the Effective Date each reference to the Credit Agreement and the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this First Amendment; and (d) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fifth First Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correctcorrect in all material respects (provided that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), except to the extent any unless such representations and warranties are expressly limited stated to an relate to a specific earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date, date and (ii) no Default or Event of Default has occurred and is continuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendmentcontinuing.

Ratification and Affirmation; Representations and Warranties. Each Obligor Combined Borrower hereby (a) acknowledges the terms of this Fifth Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document (as defined in the applicable Combined Credit Agreement as used in this Section) to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby, notwithstanding the amendments contained herein; and (c) represents and warrants to the Lenders (as defined in the applicable Combined Credit Agreement) that as of the date hereof, after giving effect to the terms of this Fifth Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correctcorrect in all material respects on and as of the Amendment Effective Date, except that to the extent any such representations and warranties are (x) expressly limited to an earlier date, in which case, on the Amendment Effective Date such representations and warranties shall continue to be true and correct as of such specified earlier datedate and (y) qualified by materiality, such representations and warranties (as so qualified) shall continue to be true and correct in all respects and (ii) no Default or Event of Default (as defined in the applicable Combined Credit Agreement) has occurred and is continuing and (iii) no event or events have occurred which individually or in as of the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth AmendmentDate.

Ratification and Affirmation; Representations and Warranties. Each Obligor hereby hereby: (a) acknowledges the terms of this Fifth Seventh Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby, after giving effect to the amendments contained herein; (c) agrees that from and after the Seventh Amendment Effective Date each reference to the Credit Agreement in the Subsidiary Guaranty and the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Seventh Amendment; and (d) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fifth Seventh Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct, except to the extent any unless such representations and warranties are expressly limited stated to an relate to a specific earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date, date and (ii) no Default or Event of Default has occurred and is continuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendmentcontinuing.

Ratification and Affirmation; Representations and Warranties. Each Obligor hereby (a) acknowledges the terms of this Fifth Tenth Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby; , and (c) represents and warrants to the Lenders that on and as of the date hereof, and immediately after giving effect to the terms of this Fifth Tenth Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correctcorrect in all material respects (except those which have a materiality qualifier, which shall be true and correct as so qualified), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date, ; (ii) no Default or Event of Default has occurred and is continuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendment.

Ratification and Affirmation; Representations and Warranties. Each Obligor The Issuer hereby (a) acknowledges the terms of this Fifth Amendment; (b) ratifies ratifies, approves and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Note Document to which it is a party and agrees that each Loan Note Document to which it is a party remains in full force and effect effect, except as expressly amended hereby; , notwithstanding the amendments contained herein, and (cb) represents and warrants to the Lenders Purchasers that as of the date hereof, after giving effect to the terms of this Fifth Second Amendment: (i) all of the representations and warranties contained in each Loan Note Document to which it is a party are true and correct, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date, (ii) no Default or Event of Default has occurred and is continuing and (iii) since the Closing Date, there has been no event event, development or events have occurred which individually circumstance that has had or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference . All references to the Credit Note Purchase Agreement herein and in the any other Loan Documents document, instrument, agreement or writing shall hereafter be deemed to be a reference refer to the Credit Note Purchase Agreement, as amended by this Fifth Amendmenthereby.

Ratification and Affirmation; Representations and Warranties. Each Obligor The Borrower and each Guarantor hereby (a) acknowledges and agrees to the terms of this Fifth Amendment; Amendment and the Credit Agreement, (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby; (c) represents and warrants to the Administrative Agent and the Lenders that that, after giving effect to this Amendment, (i) the representations and warranties of the Borrower and the Guarantors set forth in the Credit Agreement, this Amendment and in the other Loan Documents are true and correct in all material respects on and as of the date hereof, after giving effect to the terms of this Fifth Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct, except to the extent any such representations and warranties (A) 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 datedate or (B) are already qualified by materiality, Material Adverse Effect or a similar qualification, in which case, such representations and warranties are true and correct in all respects and (ii) no Borrowing Base Deficiency, Default or Event of Default has occurred and is continuing as of the date hereof and (iiic) no event ratifies and affirms the covenants, guarantees, pledges, grants of Liens and agreements or events have occurred other commitments applicable to such Loan Party contained in each Loan Document to which individually or in the aggregate could reasonably be expected to have it is a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to party. The amendment of the Credit Agreement pursuant to this Amendment and all other Loan Documents amended and/or executed and delivered in connection herewith is not intended to, and shall not, constitute a novation of the Credit Agreement or any of the other Loan Documents shall be deemed to be a reference as in effect immediately prior to the Credit Agreement, as amended by this Fifth AmendmentAmendment No. 2 Effective Date.

Ratification and Affirmation; Representations and Warranties. Each Obligor of the Borrower and each Guarantor hereby (a) acknowledges the terms of this Fifth Amendment; (b) ratifies and affirms its respective obligations under, and acknowledges acknowledges, renews and extends its respective continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby; , notwithstanding the amendments contained herein and (cb) represents and warrants to the Lenders that that, as of the date hereof, after giving effect to the terms of this Fifth First Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date, (ii) no Default or Event of Default has occurred and is continuing and continuing, (iii) no event or events Material Adverse Effect shall have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (div) agrees that from attached hereto as Annex A is a true and after complete list of all Swap Agreements of the Fifth Parent, each Subsidiary and the Partnerships entered into between the Effective Date and the First Amendment Effective Date Date, the material terms thereof (including the type, term, effective date, termination date and notional amounts or volumes), the net xxxx to market value thereof, all credit support agreements relating thereto (including any margin required or supplied) and the counterparty to each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendmentsuch agreement.

Ratification and Affirmation; Representations and Warranties. Each Obligor Credit Party hereby (a) acknowledges the terms of this Fifth Sixth Amendment; (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby; hereby and (c) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fifth Sixth Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correctcorrect in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects) as of such specified earlier date, (ii) no Default or Event of Default has occurred and is continuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendment.

Ratification and Affirmation; Representations and Warranties. Each Obligor hereby hereby: (a) acknowledges the terms of this Fifth Ninth Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby, after giving effect to the amendments contained herein; (c) agrees that from and after the Ninth Amendment Effective Date, each reference to the Credit Agreement in the Subsidiary Guaranty and the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Ninth Amendment; and (d) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fifth Ninth Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct, except to the extent any unless such representations and warranties are expressly limited stated to an relate to a specific earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date, date and (ii) no Default or Event of Default has occurred and is continuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendmentcontinuing.

Ratification and Affirmation; Representations and Warranties. Each Obligor The Borrower hereby (a) acknowledges the terms of this Fifth First Amendment; (ba) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby; , notwithstanding the amendments contained herein and (cb) represents and warrants to the Lenders that as of the date hereof, after giving effect to this First Amendment and the terms of this Fifth AmendmentAcquisition: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date, ; (ii) no Default or Event of Default has occurred and is continuing and continuing; (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (div) agrees that from upon consummation of the Acquisition, the Borrower will have good and after the Fifth Amendment Effective Date each reference defensible title to the Credit Agreement Acquisition Properties, free and in the other Loan Documents shall be deemed to be a reference to the Credit Agreementclear of all Liens, as amended by this Fifth Amendmentexcept Liens permitted under Section 9.03.

Ratification and Affirmation; Representations and Warranties. Each Obligor hereby The Borrower and the Parent each hereby: (a) acknowledges the terms of this Fifth Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby, after giving effect to the amendments contained herein; (c) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement in the Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendment; and (d) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fifth Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correctcorrect in all material respects, except to the extent any unless such representations and warranties are expressly limited stated to an relate to a specific earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date, date and (ii) no Default or Event of Default has occurred and is continuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendmentcontinuing.

Ratification and Affirmation; Representations and Warranties. Each Obligor hereby hereby: (a) acknowledges the terms of this Fifth Fourth Amendment; (b) ratifies and affirms its obligations underunder and the Liens granted by, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby; (c) agrees that from and after the Fourth Amendment Effective Date each reference to the Credit Agreement in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fourth Amendment; and (d) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fifth Fourth Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correctcorrect in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects) as of such specified earlier date, date and (ii) no Default or Event of Default has occurred and is continuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendmentcontinuing.

Ratification and Affirmation; Representations and Warranties. Each Obligor The Borrower and each Guarantor hereby (a) acknowledges the terms of this Fifth Fourteenth Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended or modified hereby; and (c) represents and warrants to the Lenders that as of the date hereofFourteenth Amendment Effective Date, after giving effect to the terms of this Fifth Fourteenth Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correctcorrect in all material respects (unless already qualified by materiality, in which case such representation and warranty (to the extent so qualified) shall continue to be true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, case such representations and warranties shall be true and correct in all material respects (unless already qualified by materiality, in which case such representation and warranty (to the extent so qualified) shall continue to be true and correct in all respects) as of such specified earlier date, (ii) no Default or Event of Default has occurred and is continuing continuing, and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendment.

Ratification and Affirmation; Representations and Warranties. Each Obligor hereby The Borrower and the Parent each hereby: (a) acknowledges the terms of this Fifth Sixth Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby, after giving effect to the amendments contained herein; (c) agrees that from and after the Sixth Amendment Effective Date each reference to the Credit Agreement in the Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Sixth Amendment; and (d) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fifth Sixth Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correctcorrect in all material respects, except to the extent any unless such representations and warranties are expressly limited stated to an relate to a specific earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date, date and (ii) no Default or Event of Default has occurred and is continuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendmentcontinuing.

Ratification and Affirmation; Representations and Warranties. Each Obligor hereby (a) acknowledges the terms of this Fifth Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby; , and (c) represents and warrants to the Lenders that on and as of the date hereof, and immediately after giving effect to the terms of this Fifth Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correctcorrect in all material respects (except those which have a materiality qualifier, which shall be true and correct as so qualified), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date, ; (ii) no Default or Event of Default has occurred and is continuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendment.

Ratification and Affirmation; Representations and Warranties. Each Obligor of the Borrower, Holdings and each Guarantor hereby (aa)(a) acknowledges the terms of this Fifth AmendmentConsent; (bb)(b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect, notwithstanding the consent contained herein, and, in particular, affirms that, after giving effect as expressly amended herebyto this Consent, the terms of the Security Instruments secure, and will continue to secure, its obligations thereunder; and (cc)(c) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fifth AmendmentConsent: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correctcorrect in all material respects (or, to the extent any such representations and warranties are qualified by reference to materiality or Material Adverse Effect, such representations and warranties shall be true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects (or, to the extent any such representations and warranties are qualified by reference to materiality or Material Adverse Effect, such representations and warranties shall be true and correct in all respects) as of such specified earlier date, and (ii) no Default or Event of Default has occurred and is continuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendmentcontinuing.

Ratification and Affirmation; Representations and Warranties. Each Obligor hereby (a) acknowledges the terms of this Fifth Seventh Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby; , and (c) represents and warrants to the Lenders that on and as of the date hereof, and immediately after giving effect to the terms of this Fifth Seventh Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correctcorrect in all material respects (except those which have a materiality qualifier, which shall be true and correct as so qualified), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date, ; (ii) no Default or Event of Default has occurred and is continuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendment.

Ratification and Affirmation; Representations and Warranties. Each Obligor hereby of the Borrower and the Guarantor hereby: (a) acknowledges the terms of this Fifth Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby, after giving effect to the amendments contained herein; (c) agrees that from and after the Effective Date each reference to the Credit Agreement in the Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Amendment; (d) confirms that the existing security interests granted by it in favor of the Administrative Agent and the Lenders pursuant to the Loan Documents in the Collateral described therein shall continue to secure the obligations of the Borrower and the Restricted Subsidiaries under the Credit Agreement, as amended by this Amendment, as and to the extent provided in the Loan Documents; and (e) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fifth Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct, except to the extent any unless such representations and warranties are expressly limited stated to an relate to a specific earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date, date and (ii) no Default or Event of Default has occurred and is continuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendmentcontinuing.

Ratification and Affirmation; Representations and Warranties. The Borrower and each of the other Loan Parties does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents, as amended hereby, and its obligations thereunder. Each Obligor of the Borrower and the Subsidiary Guarantors hereby (a) acknowledges the terms of this Fifth Amendment; (b) ratifies acknowledges, renews and affirms its obligations under, and acknowledges extends its continued liability under, each Loan Document Document, as amended hereby, to which it is a party and agrees that each Loan Document Document, as amended hereby, to which it is a party remains in full force and effect as expressly amended hereby; effect, notwithstanding the amendments contained herein and (cb) represents and warrants to the Administrative Agent and the Lenders that that: (i) as of the date hereof, after giving effect to the terms of this Fifth Amendment: (i) , all of the representations and warranties contained in each Loan Document to which it is a party are true and correctcorrect in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects), HN\1292461.7 except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) as of such specified earlier date, date and (ii) (A) as of the date hereof, no Default or Event of Default has occurred and is continuing and (iiiB) immediately after giving effect to this Amendment, no event or events Default will have occurred which individually or in the aggregate could reasonably and be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendmentcontinuing.

Ratification and Affirmation; Representations and Warranties. Each Obligor hereby (a) acknowledges the terms of this Fifth Amendment; (b) ratifies and affirms (i) its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended herebyhereby and (ii) that the Liens created by the Loan Documents to which it is a party are valid and continuing and secure the Secured Obligations in accordance with the terms thereof, after giving effect to this Amendment; (c) agrees that from and after the Fifth Amendment Effective Date (i) each reference to the Credit Agreement in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Amendment and (ii) this Amendment does not constitute a novation of the Credit Agreement; and (d) represents and warrants to the Lenders that as of the date hereof, and immediately after giving effect to the terms of this Fifth Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) as of such specified earlier date, (ii) no Default or Event of Default has occurred and is continuing and (iii) no event event, development or events have circumstance has occurred which individually or in the aggregate exists that has resulted in, or could reasonably be expected to have have, a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendment.

Ratification and Affirmation; Representations and Warranties. Each Obligor hereby (a) acknowledges the terms of this Fifth First Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby; , and (c) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fifth First Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correctcorrect in all material respects (except those which have a materiality qualifier, which shall be true and correct as so qualified), except (A) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier datedate and (B) with respect to the representation and warranty in the first sentence of Section 7.16(a) of the Credit Agreement, title to certain interests evaluated in the most recently delivered Reserve Report that relate to the Woodbine Properties is scheduled to be acquired within ten days after the effectiveness hereof; provided, however, that the Borrower covenants to promptly confirm to the Administrative Agent once title to such interests has been acquired; (ii) no Default or Event of Default has occurred and is continuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendment.

Ratification and Affirmation; Representations and Warranties. Each Obligor hereby The Borrower (a) acknowledges the terms of this Fifth Amendment; Agreement and the Existing Term Loan Credit Agreement as amended hereby, (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby; (c) represents and warrants to the Existing Agent, the Successor Agent and the Lenders that as of the date hereofAmendment No. 2 Effective Date, after giving effect to the terms of this Fifth AmendmentAgreement: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correctcorrect in all material respects (without duplication of materiality), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects (without duplication of materiality) as of such specified earlier date, and (ii) no Default or Event of Default has occurred and is continuing and (iiic) no event or events have occurred which individually or on behalf of each Loan Party, ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document (including its guarantee of the Obligations under the Guaranty and Security Agreement and each Lien granted by it to the Existing Agent for the benefit of the Lender Group) and agrees that each Loan Document remains in full force and effect as expressly amended hereby and grant of security interest by it as set forth in the aggregate could reasonably be expected to have a Material Adverse Effect; Guaranty and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Security Agreement and in the and/or any other applicable Loan Documents shall be deemed continues to be a reference to secure the obligations of the Loan Parties under the Term Loan Credit Agreement, as amended by this Fifth Amendment.

Ratification and Affirmation; Representations and Warranties. Each Obligor Borrower and each Guarantor hereby (a) acknowledges the terms of this Fifth First Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended or modified hereby; , notwithstanding the amendments and modifications contained herein and (c) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fifth First Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date, (ii) no Default or Event of Default has occurred and is continuing and (iii) since December 31, 2008, there has been no event event, development or events have occurred which individually circumstance that has had or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth AmendmentEvent.

Ratification and Affirmation; Representations and Warranties. Each Obligor hereby hereby: (a) acknowledges the terms of this Fifth Eighth Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby, after giving effect to the amendments contained herein; (c) agrees that from and after the Effective Date each reference to the Reimbursement Agreement in the Subsidiary Guaranty and the other Loan Documents shall be deemed to be a reference to the Reimbursement Agreement, as amended by this Eighth Amendment; and (d) represents and warrants to the Administrative Agent, the Issuing Bank, and the Lenders that as of the date hereof, after giving effect to the terms of this Fifth Eighth Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct, except to the extent any unless such representations and warranties are expressly limited stated to an relate to a specific earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date, date and (ii) no Default or Event of Default has occurred and is continuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendmentcontinuing.

Ratification and Affirmation; Representations and Warranties. Each Obligor Combined Borrower hereby (a) acknowledges the terms of this Fifth Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document (as defined in the applicable Combined Credit Agreement as used in this Section) to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby, notwithstanding the amendments contained herein; and (c) represents and warrants to the Lenders (as defined in the applicable Combined Credit Agreement) that as of the date hereof, after giving effect to the terms of this Fifth Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correctcorrect in all material respects on and as of the Second Amendment Effective Date, except that to the extent any such representations and warranties are (x) expressly limited to an earlier date, in which case, on the Second Amendment Effective Date such representations and warranties shall continue to be true and correct as of such specified earlier datedate and (y) qualified by materiality, such representations and warranties (as so qualified) shall continue to be true and correct in all respects and (ii) no Default or Event of Default (as defined in the applicable Combined Credit Agreement) has occurred and is continuing and (iii) no event or events have occurred which individually or in as of the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Second Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth AmendmentDate.

Ratification and Affirmation; Representations and Warranties. Each Obligor hereby hereby: (a) acknowledges the terms of this Fifth Second Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby, after giving effect to the amendments contained herein; (c) agrees that from and after the Effective Date each reference to the Reimbursement Agreement in the Subsidiary Guaranty and the other Loan Documents shall be deemed to be a reference to the Reimbursement Agreement, as amended by this Second Amendment; and (d) represents and warrants to the Administrative Agent, the Issuing Bank, and the Lenders that as of the date hereof, after giving effect to the terms of this Fifth Second Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct, except to the extent any unless such representations and warranties are expressly limited stated to an relate to a specific earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date, date and (ii) no Default or Event of Default has occurred and is continuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendmentcontinuing.

Ratification and Affirmation; Representations and Warranties. Each Obligor The Borrower and each Guarantor hereby (a) acknowledges the terms of this Fifth Eleventh Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended or modified hereby; and (c) represents and warrants to the Lenders that as of the date hereofEleventh Amendment Effective Date, after giving effect to the terms of this Fifth Eleventh Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correctcorrect in all material respects (unless already qualified by materiality, in which case such representation and warranty (to the extent so qualified) shall continue to be true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, case such representations and warranties shall be true and correct in all material respects (unless already qualified by materiality, in which case such representation and warranty (to the extent so qualified) shall continue to be true and correct in all respects) as of such specified earlier date, (ii) no Default or Event of Default has occurred and is continuing continuing, and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendment.

Ratification and Affirmation; Representations and Warranties. Each Obligor of the Borrower and the Guarantors hereby (a) acknowledges the terms of this Fifth Sixth Amendment; (b) ratifies and affirms (i) its obligations under, and acknowledges its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby, and (ii) that the Liens created by the Loan Documents to which it is a party are valid and continuing and secure the Indebtedness in accordance with the terms thereof, after giving effect to this Agreement; and (c) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fifth Sixth Amendment: : (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correctcorrect in all material respects (except those which have a materiality qualifier, which shall be true and correct as so qualified), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date, , (ii) no Default or Event of Default has occurred and is continuing and continuing, and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendment.

Ratification and Affirmation; Representations and Warranties. Each Obligor Borrower and each Guarantor hereby (a) acknowledges the terms of this Fifth Second Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended or modified hereby; , notwithstanding the amendments and modifications contained herein and (c) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fifth Second Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date, (ii) no Default or Event of Default has occurred and is continuing and (iii) since December 31, 2008, there has been no event event, development or events have occurred which individually circumstance that has had or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth AmendmentEvent.

Ratification and Affirmation; Representations and Warranties. Each Obligor Borrower hereby (a) acknowledges the terms of this Fifth Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby; , notwithstanding the amendments contained herein and (cb) represents and andl warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fifth First Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date, (ii) no Default or Event of Default has occurred and is continuing and (iii) since the Effective Date, there has been no event event, development or events have occurred which individually circumstance that has had or in the aggregate could reasonably be expected to have a Material Adverse Effect; , (iv) the Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of the Borrower and its consolidated subsidiaries as at November 30, 2007 assuming that the events specified in Section 3(r)(i) and (dii) agrees that from had actually occurred at such date and after the Fifth Amendment Effective Date (v) each reference to the Credit Agreement representation and warranty contained in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendmenteach Mako Acquisition Document is true and correct.

Ratification and Affirmation; Representations and Warranties. Each Obligor Credit Party hereby (a) acknowledges the terms of this Fifth Seventh Amendment; (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby; hereby and (c) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fifth Seventh Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correctcorrect in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects) as of such specified earlier date, (ii) no Default or Event of Default has occurred and is continuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendment.

Ratification and Affirmation; Representations and Warranties. Each Obligor hereby (a) acknowledges the terms of this Fifth Amendment; (b) ratifies and affirms (i) its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended herebyhereby and (ii) that the Liens created by the Loan Documents to which it is a party are valid and continuing and secure the Secured Obligations in accordance with the terms thereof, after giving effect to this Amendment; (c) agrees that from and after the Third Amendment Effective Date (i) each reference to the Credit Agreement in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Amendment and (ii) this Amendment does not constitute a novation of the Credit Agreement; and (d) represents and warrants to the Lenders that as of the date hereof, and immediately after giving effect to the terms of this Fifth Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) as of such specified earlier date, (ii) no Default or Event of Default has occurred and is continuing and (iii) no event event, development or events have circumstance has occurred which individually or in the aggregate exists that has resulted in, or could reasonably be expected to have have, a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendment.

Ratification and Affirmation; Representations and Warranties. Each Obligor The Company hereby (a) acknowledges the terms of this Fifth Amendment; (b) ratifies ratifies, approves and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Note Document to which it is a party and agrees that each Loan Note Document to which it is a party remains in full force and effect effect, except as expressly amended hereby; , notwithstanding the amendments contained herein, and (cb) represents and warrants to the Lenders Holders that as of the date hereof, after giving effect to the terms of this Fifth Third Amendment: (i) all of the representations and warranties contained in each Loan Note Document to which it is a party are true and correct, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date, (ii) no Default or Event of Default has occurred and is continuing and (iii) since the Closing Date, there has been no event event, development or events have occurred which individually circumstance that has had or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference . All references to the Credit Note Purchase Agreement herein and in the any other Loan Documents document, instrument, agreement or writing shall hereafter be deemed to be a reference refer to the Credit Note Purchase Agreement, as amended by this Fifth Amendmenthereby.

Ratification and Affirmation; Representations and Warranties. Each Obligor hereby (a) acknowledges the terms of this Fifth Amendment; (b) ratifies and affirms (i) its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended herebyhereby and (ii) that the Liens created by the Loan Documents to which it is a party are valid and continuing and secure the Secured Obligations in accordance with the terms thereof, after giving effect to this Amendment; (c) agrees that from and after the Sixth Amendment Effective Date (i) each reference to the Credit Agreement in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Amendment and (ii) this Amendment does not constitute a novation of the Credit Agreement; and (d) represents and warrants to the Lenders that as of the date hereof, and immediately after giving effect to the terms of this Fifth Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) as of such specified earlier date, (ii) no Default or Event of Default has occurred and is continuing and (iii) no event event, development or events have circumstance has occurred which individually or in the aggregate exists that has resulted in, or could reasonably be expected to have have, a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendment.

Ratification and Affirmation; Representations and Warranties. Each Obligor The Borrower and each Guarantor hereby (a) acknowledges and agrees to the terms of this Fifth Amendment; Agreement and the Credit Agreement, (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby; (c) represents and warrants to the Administrative Agent and the Lenders that (i) the representations and warranties of the Borrower and the Guarantors set forth in the Credit Agreement, this Agreement and in the other Loan Documents are true and correct in all material respects on and as of the date hereof, after giving effect to the terms of this Fifth Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct, except to the extent any such representations and warranties (A) 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 datedate or (B) are already qualified by materiality, Material Adverse Effect or a similar qualification, in which case, such representations and warranties are true and correct in all respects and (ii) no Borrowing Base Deficiency, Default or Event of Default has occurred and is continuing as of the date hereof and (iiic) no event ratifies and affirms the covenants, guarantees, pledges, grants of Liens and agreements or events have occurred other commitments applicable to such Loan Party contained in each Loan Document to which individually or in the aggregate could reasonably be expected to have it is a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendmentparty.

Ratification and Affirmation; Representations and Warranties. Each Obligor hereby (a) acknowledges the terms of this Fifth Eleventh Amendment; (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby; (c) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fifth Eleventh Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date, (ii) no Default or Event of Default has occurred and is continuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Eleventh Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Eleventh Amendment.

Ratification and Affirmation; Representations and Warranties. Each Obligor of the Borrower and the Parent Guarantor hereby (a) acknowledges the terms of this Fifth Second Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended or modified hereby, notwithstanding the amendments contained herein; (c) confirms that the Security Instruments and all of the collateral described therein do and shall continue to secure the payment of all the Debt of the Credit Parties under the Loan Documents (subject to, and in accordance with, the terms of the Loan Documents), in each case, as amended by the First Amendment and this Second Amendment; and (d) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fifth Second Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) as of such specified earlier date, date and (ii) no Default or Event of Default has occurred and is continuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendmentcontinuing.

Ratification and Affirmation; Representations and Warranties. Each Obligor hereby hereby: (a) acknowledges the terms of this Fifth Seventh Amendment; (b) ratifies and affirms its obligations underunder and the Liens granted by, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby; (c) agrees that from and after the Seventh Amendment Effective Date each reference to the Credit Agreement in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Seventh Amendment; and (d) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fifth Seventh Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correctcorrect in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects) as of such specified earlier date, date and (ii) no Default or Event of Default has occurred and is continuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendmentcontinuing.

Ratification and Affirmation; Representations and Warranties. Each Obligor The Issuer hereby (a) acknowledges the terms of this Fifth Amendment; (b) ratifies ratifies, approves and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Note Document to which it is a party and agrees that each Loan Note Document to which it is a party remains in full force and effect effect, except as expressly amended hereby; , notwithstanding the amendments contained herein, and (cb) represents and warrants to the Lenders Purchasers that as of the date hereof, after giving effect to the terms of this Fifth Third Amendment: (i) all of the representations and warranties contained in each Loan Note Document to which it is a party are true and correct, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date, (ii) no Default or Event of Default has occurred and is continuing and (iii) since the Closing Date, there has been no event event, development or events have occurred which individually circumstance that has had or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference . All references to the Credit Note Purchase Agreement herein and in the any other Loan Documents document, instrument, agreement or writing shall hereafter be deemed to be a reference refer to the Credit Note Purchase Agreement, as amended by this Fifth Amendmenthereby.

Ratification and Affirmation; Representations and Warranties. Each Obligor hereby hereby: (a) acknowledges the terms of this Fifth Fourth Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby, after giving effect to the amendments contained herein; (c) agrees that from and after the Effective Date each reference to the Reimbursement Agreement in the Subsidiary Guaranty and the other Loan Documents shall be deemed to be a reference to the Reimbursement Agreement, as amended by this Fourth Amendment; and (d) represents and warrants to the Administrative Agent, the Issuing Bank, and the Lenders that as of the date hereof, after giving effect to the terms of this Fifth Fourth Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct, except to the extent any unless such representations and warranties are expressly limited stated to an relate to a specific earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date, date and (ii) no Default or Event of Default has occurred and is continuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendmentcontinuing.

Ratification and Affirmation; Representations and Warranties. Each Obligor The Borrower and each Guarantor hereby (a) acknowledges the terms of this Fifth Thirteenth Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended or modified hereby; and (c) represents and warrants to the Lenders that as of the date hereofThirteenth Amendment Effective Date, after giving effect to the terms of this Fifth Thirteenth Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correctcorrect in all material respects (unless already qualified by materiality, in which case such representation and warranty (to the extent so qualified) shall continue to be true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, case such representations and warranties shall be true and correct in all material respects (unless already qualified by materiality, in which case such representation and warranty (to the extent so qualified) shall continue to be true and correct in all respects) as of such specified earlier date, (ii) no Default or Event of Default has occurred and is continuing continuing, and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendment.

Ratification and Affirmation; Representations and Warranties. Each Obligor hereby hereby: (a) acknowledges the terms of this Fifth Amendment; (b) ratifies and affirms its obligations underobligations, and acknowledges acknowledges, renews and extends its continued liability underliability, under each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, as expressly amended herebyhereby (subject to subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law); (c) agrees that from and after the Fourth Amendment Effective Date, each reference to the Credit Agreement in the Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Amendment; and (d) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fifth Amendment: (i) all of the representations and warranties contained set forth in each Loan Document to which it is a party are true and correctcorrect in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier date, date and (ii) no Default or Event of Default has occurred and is continuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendmentcontinuing.

Ratification and Affirmation; Representations and Warranties. Each Obligor of the undersigned does hereby adopt, ratify, and confirm each Loan Document to which it is a party, as amended hereby, and its obligations thereunder. Each of the Loan Parties hereby (a) acknowledges the terms of this Fifth Amendment; (b) ratifies acknowledges, renews and affirms its obligations under, and acknowledges extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby; , notwithstanding the amendments contained herein and (cb) represents and warrants to the Lenders that that: (i) as of the date hereof, after giving effect to the terms of this Fifth Amendment: (i) , all of the representations and warranties contained in each Loan Document to which it is a party are true and correctcorrect in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) as of such specified earlier date, date as supplemented or subject to such qualifications as are set forth in the applicable Schedule(s) as of the Third Amendment Effective Date and (ii) as of the date hereof, after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendmentcontinuing.

Ratification and Affirmation; Representations and Warranties. Each Obligor of the undersigned does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents, as amended hereby, and its obligations thereunder. Each of the Borrower and Parent hereby (a) acknowledges the terms of this Fifth Amendment; (b) ratifies acknowledges, renews and affirms its obligations under, and acknowledges extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby; , notwithstanding the waivers contained herein and (cb) represents and warrants to the Lenders that that: (i) as of the date hereof, after giving effect to the terms of this Fifth Amendment: (i) Waiver, all of the representations and warranties contained in each Loan Document to which it is a party are true and correctcorrect in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) as of such specified earlier date, date and (ii) (A) as of the date hereof, no Default or Event of Default has occurred and is continuing and (iiiB) immediately after giving effect to this Waiver, no event or events Default will have occurred which individually or in the aggregate could reasonably and be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendmentcontinuing.

Ratification and Affirmation; Representations and Warranties. Each Obligor of the Borrower, the Parent Guarantor and the Obligors hereby (a) acknowledges the terms of this Fifth Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended or modified hereby, notwithstanding the amendments contained herein; (c) confirms that the Security Instruments and all of the collateral described therein do and shall continue to secure the payment of all the Debt of the Credit Parties under the Loan Documents (subject to, and in accordance with, the terms of the Loan Documents), in each case, as amended through the date of this Amendment; and (d) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fifth Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) as of such specified earlier date, date and (ii) no Default or Event of Default has occurred and is continuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendmentcontinuing.

Ratification and Affirmation; Representations and Warranties. Each Obligor hereby (a) acknowledges the terms of this Fifth Amendment; (b) ratifies and affirms (i) its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended herebyhereby and (ii) that the Liens created by the Loan Documents to which it is a party are valid and continuing and secure the Secured Obligations in accordance with the terms thereof, after giving effect to this Amendment; (c) agrees that from and after the Seventh Amendment Effective Date (i) each reference to the Credit Agreement in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Amendment and (ii) this Amendment does not constitute a novation of the Credit Agreement; and (d) represents and warrants to the Lenders that as of the date hereof, and immediately after giving effect to the terms of this Fifth Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) as of such specified earlier datedate (provided that with respect to the representations and warranties contained in Section 7.04(c) of the Credit Agreement, the Obligors do not make any representations or warranties as to the items described in clauses (i) through (iii) in Section 5.8 herein), (ii) no Default or Event of Default has occurred and is continuing and (iii) no event event, development or events have circumstance has occurred which individually or in the aggregate exists that has resulted in, or could reasonably be expected to have have, a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendment.

Ratification and Affirmation; Representations and Warranties. Each Obligor hereby hereby: (a) acknowledges the terms of this Fifth Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby, after giving effect to the amendments contained herein; (c) agrees that from and after the Effective Date each reference to the Reimbursement Agreement and the other Loan Documents shall be deemed to be a reference to the Reimbursement Agreement, as amended by this Amendment; and (d) represents and warrants to the Administrative Agent, the Issuing Bank, and the Lenders that as of the date hereof, after giving effect to the terms of this Fifth Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct, except to the extent any unless such representations and warranties are expressly limited stated to an relate to a specific earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date, date and (ii) no Default or Event of Default has occurred and is continuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendmentcontinuing.

Ratification and Affirmation; Representations and Warranties. Each Obligor Credit Party hereby (a) acknowledges the terms of this Fifth Amendment; (b) ratifies and affirms (i) its obligations under, and acknowledges its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby, and (ii) that the Liens created by the Loan Documents to which it is a party are valid and continuing and secure the Obligations in accordance with the terms thereof, after giving effect to this Amendment; and (c) represents and warrants to the Lenders that on and as of the date hereof, and immediately after giving effect to the terms of this Fifth Amendment: Amendment (i) all of the representations and warranties of the Borrower and the Guarantors contained in each the Loan Document to which it is a party Documents are true and correctcorrect in all material respects (except for those which have a materiality qualifier, which shall be true and correct as so qualified), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date, and (ii) no Default or Event of Default has occurred and is continuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendmentcontinuing.

Ratification and Affirmation; Representations and Warranties. Each Obligor of the Borrower and the Parent Guarantor hereby (a) acknowledges the terms of this Fifth First Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended or modified hereby, notwithstanding the amendments contained herein; (c) confirms that the Security Instruments and all of the collateral described therein do and shall continue to secure the payment of all the Debt of the Credit Parties under the Loan Documents (subject to, and in accordance with, the terms of the Loan Documents), in each case, as amended by this First Amendment; and (d) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fifth First Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correctcorrect in all material respects (without duplication of any materiality qualifiers), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects (without duplication of any materiality qualifiers) as of such specified earlier date, date and (ii) no Default or Event of Default has occurred and is continuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendmentcontinuing.

Ratification and Affirmation; Representations and Warranties. Each Obligor The Borrower hereby (a) acknowledges the terms of this Fifth Amendment; (b) ratifies and affirms its respective obligations under, and acknowledges acknowledges, renews and extends its respective continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby; , notwithstanding the amendments contained herein and (cb) represents and warrants to the Lenders that that, as of the date hereof, both before and after giving effect to hereto and the terms of this Fifth AmendmentExtension: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correctaccurate in all material respects (unless qualified by materiality or Material Adverse Change, in which case such representation and warranty is true and accurate in all respects) on and as of the First Amendment Effective Date as though made on and as of such date (except to the extent any that such representations and warranties are expressly limited relate solely to an earlier date, in which caseand except that for purposes hereof, such the representations and warranties contained in Section 3.01(f) of the Credit Agreement shall continue be deemed to be true refer to the most recent statements furnished pursuant to Sections 4.01(a) and correct as of such specified earlier date(b) thereof), (ii) no Default or Event of Default event has occurred and is continuing or would result from such Extension which constitutes an Event of Default or a Default and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents Effect shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendmenthave occurred.

Ratification and Affirmation; Representations and Warranties. Each Obligor hereby hereby: (a) acknowledges the terms of this Fifth Amendment; (b) ratifies and affirms its obligations underobligations, and acknowledges acknowledges, renews and extends its continued liability underliability, under each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, as expressly amended herebyhereby (subject to subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law); (c) agrees that from and after the Sixth Amendment Effective Date, each reference to the Credit Agreement in the Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Amendment; and (d) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fifth Amendment: (i) all of the representations and warranties contained set forth in each Loan Document to which it is a party are true and correctcorrect in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier date, date and (ii) no Default or Event of Default has occurred and is continuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendment.continuing. LEGAL_US_W # 104976239.6

Ratification and Affirmation; Representations and Warranties. Each Obligor Combined Borrower hereby (a) acknowledges the terms of this Fifth Amendment; (ba) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document (as defined in the applicable Combined Credit Agreement as used in this Section) to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby, notwithstanding the amendments contained herein; and (ca) represents and warrants to the Lenders (as defined in the applicable Combined Credit Agreement) that as of the date hereof, after giving effect to the terms of this Fifth Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correctcorrect in all material respects on and as of the Third Amendment Effective Date, except that to the extent any such representations and warranties are (x) expressly limited to an earlier date, in which case, on the Third Amendment Effective Date such representations and warranties shall continue to be true and correct as of such specified earlier datedate and (y) qualified by materiality, such representations and warranties (as so qualified) shall continue to be true and correct in all respects and (ii) no Default or Event of Default (as defined in the applicable Combined Credit Agreement) has occurred and is continuing and (iii) no event or events have occurred which individually or in as of the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Third Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth AmendmentDate.

Ratification and Affirmation; Representations and Warranties. Each Obligor The Borrower and each Guarantor hereby (a) acknowledges the terms of this Fifth Fifteenth Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended or modified hereby; and (c) represents and warrants to the Lenders that as of the date hereofFifteenth Amendment Effective Date, after giving effect to the terms of this Fifth Fifteenth Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correctcorrect in all material respects (unless already qualified by materiality, in which case such representation and warranty (to the extent so qualified) shall continue to be true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, case such representations and warranties shall be true and correct in all material respects (unless already qualified by materiality, in which case such representation and warranty (to the extent so qualified) shall continue to be true and correct in all respects) as of such specified earlier date, (ii) no Default or Event of Default has occurred and is continuing continuing, and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendment.

Ratification and Affirmation; Representations and Warranties. Each of PEI and each Obligor hereby hereby: (a) acknowledges the terms of this Fifth Fourth Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby; (c) agrees that from and after the Fourth Amendment Effective Date each reference to the Credit Agreement in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fourth Amendment; and (d) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fifth Fourth Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correctcorrect in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects) as of such specified earlier date, (ii) no Default or Event of Default has occurred and is continuing and (iii) no event event, development or events have circumstance has occurred which individually or in the aggregate exists that has resulted in, or could reasonably be expected to have have, a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendment.

Ratification and Affirmation; Representations and Warranties. Each Obligor of the undersigned does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents, as amended hereby, and its obligations thereunder. The Borrower hereby (a) acknowledges the terms of this Fifth Amendment; (b) ratifies acknowledges, renews and affirms its obligations under, and acknowledges extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby; , notwithstanding the amendments contained herein, (b) all references in the Loan Documents to the “Credit Agreement” (or words of similar import) refer to the Credit Agreement as amended and supplemented hereby without impairing any such obligations or Liens in any respect and (c) represents and warrants to the Lenders that that: (i) as of the date hereof, after giving effect to the terms of this Fifth Third Amendment: (i) , all of the representations and warranties contained in each Loan Document to which it is a party are true and correctcorrect in all material respects, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date, date and (ii) as of the date hereof, after giving effect to this Third Amendment, no Default or Event of Default has occurred and is continuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendmentcontinuing.

Ratification and Affirmation; Representations and Warranties. Each Obligor The Borrower and each Guarantor hereby (a) acknowledges the terms of this Fifth Ninth Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended or modified hereby; and (c) represents and warrants to the Lenders that as of the date hereofNinth Amendment Effective Date, after giving effect to the terms of this Fifth Ninth Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correctcorrect in all material respects (unless already qualified by materiality, in which case such representation and warranty (to the extent so qualified) shall continue to be true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, case such representations and warranties shall be true and correct in all material respects (unless already qualified by materiality, in which case such representation and warranty (to the extent so qualified) shall continue to be true and correct in all respects) as of such specified earlier date, (ii) no Default or Event of Default has occurred and is continuing continuing, and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendment.

Ratification and Affirmation; Representations and Warranties. Each Obligor hereby The Borrower hereby: (a) acknowledges the terms of this Fifth First Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby, after giving effect to the amendments contained herein; (c) agrees that from and after the Effective Date each reference to the Credit Agreement in the Guarantee and Collateral Agreement, the Mortgages and the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this First Amendment; and (d) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fifth First Amendment: (i) all of the representations and warranties made by the Borrower contained in each Loan Document to which it is a party are true and correctcorrect in all material respects, except to the extent any unless such representations and warranties are expressly limited stated to an relate to a specific earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date, date and (ii) no Default or Event of Default has occurred and is continuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendmentcontinuing.

Ratification and Affirmation; Representations and Warranties. Each Obligor hereby hereby: (a) acknowledges the terms of this Fifth Twelfth Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby, after giving effect to the amendments contained herein; (c) agrees that from and after the Effective Date each reference to the Reimbursement Agreement in the Subsidiary Guaranty and the other Loan Documents shall be deemed to be a reference to the Reimbursement Agreement, as amended by this Twelfth Amendment; and (d) represents and warrants to the Administrative Agent, the Issuing Bank, and the Lenders that as of the date hereof, after giving effect to the terms of this Fifth Twelfth Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct, except to the extent any unless such representations and warranties are expressly limited stated to an relate to a specific earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date, date and (ii) no Default or Event of Default has occurred and is continuing continuing. Without limitation of the foregoing, each Obligor hereby acknowledges, ratifies and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; confirms that all of its debts and (d) agrees that from and after the Fifth Amendment Effective Date each reference obligations to the Credit Agreement Administrative Agent, the Issuing Bank and in the other Lenders under the Loan Documents shall be deemed to be which they are a reference to the Credit Agreement, as amended by this Fifth Amendmentparty.

Ratification and Affirmation; Representations and Warranties. Each Obligor hereby hereby: (a) acknowledges the terms of this Fifth Fourth Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby, after giving effect to the amendments contained herein; (c) agrees that from and after the Fourth Amendment Effective Date each reference to the Credit Agreement in the Subsidiary Guaranty and the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fourth Amendment; and (d) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fifth Fourth Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct, except to the extent any unless such representations and warranties are expressly limited stated to an relate to a specific earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date, date and (ii) no Default or Event of Default has occurred and is continuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendmentcontinuing.

Ratification and Affirmation; Representations and Warranties. Each Obligor The Borrower hereby (a) acknowledges the terms of this Fifth Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby; , notwithstanding the amendments contained herein and (cb) represents and warrants to the Lenders that that: (i) as of the date hereof, after giving effect to the terms of this Fifth First Amendment: (i) , all of the representations and warranties contained in each Loan Document to which it is a party are true and correct, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date, date as supplemented or subject to such qualifications as are set forth in the applicable Schedule(s) as of the Effective Date and (ii) (A) as of the date hereof, no Default or Event of Default has occurred and is continuing and (iiiB) immediately after giving effect to this First Amendment, no event or events Default will have occurred which individually or in the aggregate could reasonably and be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendmentcontinuing.

Ratification and Affirmation; Representations and Warranties. Each Obligor hereby (a) acknowledges the terms of this Fifth Sixth Amendment; (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Term Loan Document to which it is a party and agrees that each Term Loan Document to which it is a party remains in full force and effect as expressly amended hereby; (c) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fifth Sixth Amendment: (i) all of the representations and warranties contained in each Term Loan Document to which it is a party are true and correct, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date, (ii) no Default or Event of Default has occurred and is continuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Sixth Amendment Effective Date each reference to the Term Loan Credit Agreement and in the other Term Loan Documents shall be deemed to be a reference to the Term Loan Credit Agreement, as amended by this Fifth Sixth Amendment.

Ratification and Affirmation; Representations and Warranties. Each Obligor of the undersigned does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents, as amended hereby, and its obligations thereunder. The Borrower hereby (ai) acknowledges the terms of this Fifth Amendment; (b) ratifies acknowledges, renews and affirms its obligations under, and acknowledges extends its continued liability under, under each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby; , notwithstanding the amendments contained herein, (cii) confirms and ratifies all of its obligations under the Loan Documents to which it is a party, including its obligations and the Liens granted by it under the Security Documents to which it is a party, (iii) confirms that all references in such Security Documents to the “Credit Agreement” (or words of similar import) refer to the Credit Agreement as amended and supplemented hereby without impairing any such obligations or Liens in any respect and (iv) represents and warrants to the Lenders that that: (A) as of the date hereof, after giving effect to the terms of this Fifth Tenth Amendment: (i) , all of the representations and warranties contained in each Loan Document to which it is a party are true and correctcorrect in all material respects (except that any such representations and warranties that are modified by materiality shall be true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date (except that any such representations and warranties that are modified by materiality shall be true and correct in all respects as of such specified earlier date); and (B) as of the date hereof, (ii) after giving effect to this Tenth Amendment, no Default or Event of Default has occurred and is continuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendmentcontinuing.

Ratification and Affirmation; Representations and Warranties. Each Obligor The Borrower hereby (a) acknowledges the terms of this Fifth Sixth Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby; , notwithstanding the amendments contained herein and (c) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fifth Sixth Amendment: (i) all of the representations and warranties contained in each Loan Document (as modified by this Sixth Amendment) to which it is a party are true and correct, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date, or to the extent waived hereby, (ii) no Default or Event of Default has occurred and is continuing continuing, other than those waived hereby, and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference Effect other than those which have previously been reported to the Credit Agreement and in Administrative Agent by the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth AmendmentBorrower.

Ratification and Affirmation; Representations and Warranties. Each Obligor hereby The Borrower hereby: (a) acknowledges the terms of this Fifth Third Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby, after giving effect to the amendments contained herein; (c) agrees that from and after the Effective Date each reference to the Credit Agreement in the Guarantee and Collateral Agreement, the Mortgages and the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Third Amendment; and (d) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fifth Third Amendment: (i) all of the representations and warranties made by the Borrower contained in each Loan Document to which it is a party are true and correctcorrect in all material respects, except to the extent any unless such representations and warranties are expressly limited stated to an relate to a specific earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date, date and (ii) no Default or Event of Default has occurred and is continuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendmentcontinuing.

Ratification and Affirmation; Representations and Warranties. Each Obligor hereby The Borrower hereby: (a) acknowledges the terms of this Fifth Sixth Amendment; (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Credit Document to which it is a party and agrees that each Loan such Credit Document to which it is a party remains in full force and effect as expressly amended hereby; (c) agrees that from and after the date hereof, each reference to the Credit Agreement in the other Credit Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Sixth Amendment; and (d) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fifth Sixth Amendment: (i) all of the representations and warranties contained set forth in each Loan Credit Document to which it is a party are true and correct, correct in all material respects (except to the extent any where such representations and warranties are expressly limited relate to an earlier date, in which case, case such representations and warranties shall continue to have been true and correct in all material respects as of such earlier date), provided that such representations shall be true and correct as of such specified earlier datein all respects to the extent already qualified by materiality, and (ii) no Default or Event of Default has occurred and is continuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendmentcontinuing.