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

Ratification and Affirmation; Representations and Warranties. Each Loan Party hereby (a) acknowledges the terms of this Amendment; (b) ratifies and affirms its obligations under, and 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, 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 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, except to the extent any such representations and warranties are stated to relate solely to an earlier date, in which case, such representations and warranties shall have been true and correct in all material respects on and as of such earlier date (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) and (ii) no Default or Event of Default has occurred and is continuing.

Ratification and Affirmation; Representations and Warranties. Each Loan Party of the Parent Guarantor and the Borrower hereby (a) acknowledges the terms of this Amendment; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends 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, except effect as expressly amended hereby, notwithstanding the amendments contained herein; hereby and (cb) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this 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 (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 stated to relate solely expressly limited to an earlier date, in which case, case such representations and warranties shall have been be true and correct in all material respects on (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 (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) and date; and (ii) no Default or Event of Default has occurred and is continuing.

Ratification and Affirmation; Representations and Warranties. Each Loan Party The Canadian Borrower hereby (a) acknowledges the terms of this AmendmentAgreement; (b) ratifies and affirms (i) its obligations under, and 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 effecteffect and (ii) that the Liens created by the Loan Documents to which it is a party are valid, except as expressly amended hereby, notwithstanding continuing and enforceable and secure the amendments contained hereinSecured Indebtedness in accordance with the terms thereof; and (c) represents and warrants to the Lenders that as of the date hereof, after giving effect except with respect to Section 7.04(b) (with respect to information disclosed by the Canadian Borrower to the terms of this Amendment: (iAgent prior to the Effective Date) all of and Section 7.18, the representations and warranties contained in each the Loan Document Documents to which it is a party are true and correct in all material respectsrespects on and as of the Effective Date, except that to the extent any such representations and warranties are stated to relate solely (x) expressly limited to an earlier date, in which case, on the Effective Date such representations and warranties shall have been continue to be true and correct as of such specified earlier date and (y) qualified by materiality, such representations and warranties (as so qualified) shall continue to be true and correct in all material respects on and as of such earlier date (provided that such materiality qualifier shall not be applicable to any representation or warranty that respects. This Agreement is already qualified or modified by materiality in the Credit Agreement) and (ii) no Default or Event of Default has occurred and is continuinga Loan Document.

Ratification and Affirmation; Representations and Warranties. Each The Borrower does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Party Documents, as amended hereby, and its obligations thereunder. The Borrower hereby (a) acknowledges the terms of this Amendment; (b) ratifies and affirms its obligations under, and 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, except as expressly amended hereby, notwithstanding the amendments contained herein; 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 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 (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 stated to relate solely expressly limited to an earlier date, in which case, such representations and warranties shall have been continue to be true and correct in all material respects on (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 (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) and (ii) (A) as of the date hereof, no Default or Event of Default has occurred and is continuing and (B) immediately after giving effect to this Amendment, no Default will have occurred and be continuing.

Ratification and Affirmation; Representations and Warranties. Each Loan Party Obligor hereby (a) acknowledges the terms of this Fourth Amendment; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends 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, except effect 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 Fourth 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 respectscorrect, except to the extent any such representations and warranties are stated to relate solely expressly limited to an earlier date, in which case, such representations and warranties shall have been continue to be true and correct in all material respects on and as of such specified earlier date (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) and date, (ii) no Default or Event of Default has occurred and is continuingcontinuing 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 Fourth 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 Fourth Amendment.

Ratification and Affirmation; Representations and Warranties. Each Loan Party of the Parent Guarantor and the Borrower hereby (a) acknowledges the terms of this Amendment; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends 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, except effect as expressly amended hereby, notwithstanding the amendments contained herein; hereby and (cb) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this 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 (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 stated to relate solely expressly limited to an earlier date, in which case, case such representations and warranties shall have been be true and correct in all material respects on (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 (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) and 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.

Ratification and Affirmation; Representations and Warranties. Each Loan Party hereby of the Borrower and each Guarantor hereby: (ai) acknowledges the terms of this Amendment; , (bii) ratifies and affirms its obligations undertheir respective obligations, and acknowledgesacknowledges their respective continued liability, renews and 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, except effect as expressly amended hereby, notwithstanding the amendments contained herein; and and (ciii) represents and warrants to the Lenders that as of the date hereof, immediately after giving effect to the terms of this Amendment: (i) , all of the Borrower’s and such Guarantor’s, as applicable, respective representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects, except that (i) to the extent any such representations and warranties are stated to relate solely expressly limited to an earlier date, in which caseas of the date hereof, after giving effect to the terms of this Amendment, such representations representation and warranties shall have been warranty continues to be true and correct in all material respects on and as of such specified earlier date (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) and (ii) no Default or Event of Default has occurred to the extent that any such representation and warranty is continuingqualified by materiality, such representation and warranty (as so qualified) is true and correct in all respects.

Ratification and Affirmation; Representations and Warranties. Each Loan Party of the Guarantors and the Borrower hereby (a) acknowledges the terms of this Amendment; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends 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, except effect as expressly amended hereby, notwithstanding the amendments contained herein; hereby and (cb) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this 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 (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 stated to relate solely expressly limited to an earlier date, in which case, case such representations and warranties shall have been be true and correct in all material respects on (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 (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) and 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.

Ratification and Affirmation; Representations and Warranties. Each Loan Party hereby of the Borrower and each Guarantor hereby: (ai) acknowledges the terms of this Amendment; , (bii) ratifies and affirms its obligations undertheir respective obligations, and acknowledgesacknowledges their respective continued liability, renews and 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, except effect as expressly amended hereby, notwithstanding the amendments contained herein; and and (ciii) represents and warrants to the Lenders that as of the date hereof, immediately after giving effect to the terms of this Amendment: (i) , all of the Borrower’s and such Guarantor’s, as applicable, respective representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects, except that (A) to the extent any such representations and warranties are stated to relate solely expressly limited to an earlier date, in which caseas of the date hereof, after giving effect to the terms of this Amendment, such representations representation and warranties shall have been warranty continues to be true and correct in all material respects on and as of such specified earlier date (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) and (iiB) no Default or Event of Default has occurred to the extent that any such representation and warranty is continuingqualified by materiality, such representation and warranty (as so qualified) is true and correct in all respects.

Ratification and Affirmation; Representations and Warranties. Each Loan Party Obligor hereby (a) acknowledges the terms of this First Amendment; (b) ratifies and affirms its obligations under, and 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, except as expressly amended hereby, notwithstanding the amendments contained herein; herein and (c) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this First 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, except to the extent any such representations and warranties are stated to relate solely expressly limited to an earlier date, in which case, such representations and warranties shall have been continue to be true and correct in all material respects on and as of such specified earlier date (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) and date, (ii) no Default or Event of Default has occurred and is continuingcontinuing and (iii) since December 31, 2004, there has been no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

Ratification and Affirmation; Representations and Warranties. Each Loan Party of the Guarantors and the Borrower hereby (a) acknowledges the terms of this Amendment; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends 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, except effect as expressly amended hereby, notwithstanding the amendments contained herein; hereby and (cb) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this 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 (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 stated to relate solely expressly limited to an earlier date, in which case, case such representations and warranties shall have been be true and correct in all material respects on (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 (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) and date; (ii) no Default or Event of Default has occurred and is continuing; and (iii) no event or events have occurred that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.

Ratification and Affirmation; Representations and Warranties. Each Loan Party Borrower and each Guarantor hereby (a) acknowledges the terms of this First Amendment; (b) ratifies and affirms its obligations under, and 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, except as expressly amended or modified hereby, notwithstanding the amendments and modifications contained herein; herein and (c) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this First 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 respectscorrect, except to the extent any such representations and warranties are stated to relate solely expressly limited to an earlier date, in which case, such representations and warranties shall have been continue to be true and correct in all material respects on and as of such specified earlier date (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) and date, (ii) no Default or Event of Default has occurred and is continuingcontinuing and (iii) since November 17, 2005, there has been no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Event.

Ratification and Affirmation; Representations and Warranties. Each Loan Party The Borrower hereby (a) acknowledges the terms of this First Amendment; (b) ratifies and affirms its obligations under, and 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, except as expressly amended hereby, notwithstanding the amendments contained herein; herein and (c) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this First 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 respectscorrect, except to the extent any such representations and warranties are stated to relate solely expressly limited to an earlier date, in which case, such representations and warranties shall have been continue to be true and correct in all material respects on and as of such specified earlier date (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) and date, (ii) no Default or Event of Default has occurred and is continuingcontinuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.

Ratification and Affirmation; Representations and Warranties. Each Loan Party The Borrower hereby (a) acknowledges the terms of this Amendment; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends 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, except effect as expressly amended hereby, notwithstanding the amendments contained herein; hereby and (c) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this 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 respectsrespects (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 stated to relate solely expressly limited to an earlier date, in which case, such representations and warranties shall have been continue to be true and correct in all material respects on and as of such specified earlier date (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) and 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.

Ratification and Affirmation; Representations and Warranties. Each Loan Party of the Guarantors and the Borrower hereby (a) acknowledges the terms of this Amendment; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends 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, except effect as expressly amended hereby, notwithstanding the amendments contained herein; hereby and (cb) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this 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 (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 stated to relate solely expressly limited to an earlier date, in which case, case such representations and warranties shall have been be true and correct in all material respects on (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 (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) and 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.

Ratification and Affirmation; Representations and Warranties. Each Loan Party of the Borrower and the Guarantor hereby (a) acknowledges the terms of this First Amendment; (b) ratifies and affirms its obligations under, and 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, except as expressly amended hereby, notwithstanding the amendments contained herein; herein and (c) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this First 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 respectscorrect, except to the extent any such representations and warranties are stated to relate solely expressly limited to an earlier date, in which case, such representations and warranties shall have been continue to be true and correct in all material respects on and as of such specified earlier date (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) and date, (ii) no Default or Event of Default has occurred and is continuingcontinuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.

Ratification and Affirmation; Representations and Warranties. Each Loan Party hereby (a) acknowledges the terms of this AmendmentWaiver; (b) ratifies and affirms its obligations under, and 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, 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 AmendmentWaiver: (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, except to the extent any such representations and warranties are stated to relate solely to an earlier date, in which case, such representations and warranties shall have been true and correct in all material respects on and as of such earlier date (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) and (ii) no Default or Event of Default has occurred and is continuing.

Ratification and Affirmation; Representations and Warranties. Each Loan Party hereby The Borrower hereby: (a) acknowledges the terms of this First Amendment; (b) ratifies and affirms its obligations under, and 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, except as expressly amended hereby, notwithstanding 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 (cd) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this First 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, except to the extent any unless such representations and warranties are stated to relate solely to an a specific earlier date, in which case, such representations and warranties shall have been continue to be true and correct in all material respects on and as of such earlier date (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) and (ii) no Default or Event of Default has occurred and is continuing.

Ratification and Affirmation; Representations and Warranties. Each Loan Party hereby (a) of the Borrower and each Guarantor hereby: i. acknowledges the terms of this Amendment; (b) , ii. ratifies and affirms its obligations undertheir respective obligations, and acknowledgesacknowledges their respective continued liability, renews and 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, except effect as expressly amended hereby, notwithstanding the amendments contained herein; and (c) and iii. represents and warrants to the Lenders that as of the date hereof, immediately after giving effect to the terms of this Amendment: (i) , all of the Borrower’s and such Guarantor’s, as applicable, respective representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects, except that (i) to the extent any such representations and warranties are stated to relate solely expressly limited to an earlier date, in which caseas of the date hereof, after giving effect to the terms of this Amendment, such representations representation and warranties shall have been warranty continues to be true and correct in all material respects on and as of such specified earlier date (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) and (ii) no Default or Event of Default has occurred to the extent that any such representation and warranty is continuingqualified by materiality, such representation and warranty (as so qualified) is true and correct in all respects.

Ratification and Affirmation; Representations and Warranties. Each Loan Credit Party hereby (a) acknowledges the terms of this Fifth Amendment; (b) ratifies and affirms (i) its obligations under, and acknowledges, renews and extends 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, except effect as expressly amended hereby, notwithstanding and (ii) that the amendments contained hereinLiens 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 Fifth 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: : (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 correct in all material respects, except to the extent any such representations and warranties are stated to relate solely expressly limited to an earlier date, in which case, such representations and warranties shall have been continue to be true and correct in all material respects on and as of such specified earlier date (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) and date, and (ii) no Default or Event of Default has occurred and is continuing.

Ratification and Affirmation; Representations and Warranties. Each Loan Party The Borrower hereby (a) acknowledges the terms of this Amendment; (b) ratifies and affirms its obligations under, and 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, 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 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, except to the extent any such representations and warranties are stated to relate solely to an earlier date, in which case, such representations and warranties shall have been true and correct in all material respects on and as of such earlier date (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) and (ii) no Default or Event of Default has occurred and is continuing.

Ratification and Affirmation; Representations and Warranties. Each of the Loan Party Parties hereby (a) acknowledges the terms of this Amendment; (b) ratifies and affirms its obligations under, and 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, except as expressly amended hereby, notwithstanding the amendments contained herein; hereby and (cb) represents and warrants to the Lenders that as of the date hereofAmendment Effective Date, after giving effect to the terms of this Amendment: (i) Second Amendment 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 (or if such representation or warranty is qualified by materiality or reference to Material Adverse Effect, such representation or warranty shall be true and correct in all respects), except to the extent any that such representations and warranties are stated to relate solely specifically refer to an earlier date, in which casecase they shall continue to be true and correct, in all material respects (or if such representation or warranty is qualified by materiality or reference to Material Adverse Effect, such representations and warranties representation or warranty shall have been be true and correct in all material respects on and respects), as of such earlier date and the representations and warranties contained in subsection (provided that such materiality qualifier a) of Section 5.05 of the Credit Agreement shall not be applicable deemed to any representation or warranty that is already qualified or modified by materiality in refer to the most recent statements furnished pursuant to clause (a) of Section 6.01 of the Credit Agreement) and (ii) no Default or Event of Default has occurred and is continuing.

Ratification and Affirmation; Representations and Warranties. Each Loan Credit Party hereby (a) acknowledges the terms of this Second Amendment; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends 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, except effect as expressly amended hereby, notwithstanding the amendments contained herein; hereby and (c) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms execution of this 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 (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 stated to relate solely expressly limited to an earlier date, in which case, such representations and warranties shall have been continue to be true and correct in all material respects on (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 (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) and (ii) no Default or Event of Default has occurred and is continuing.

Ratification and Affirmation; Representations and Warranties. Each Loan Party hereby (a) acknowledges the terms of this AmendmentAmendment and Waiver; (b) ratifies and affirms its obligations under, and 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, 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 AmendmentAmendment and Waiver: (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, except to the extent any such representations and warranties are stated to relate solely to an earlier date, in which case, such representations and warranties shall have been true and correct in all material respects on and as of such earlier date (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) and (ii) no Default or Event of Default has occurred and is continuing.

Ratification and Affirmation; Representations and Warranties. Each Loan Party Borrower and each Guarantor hereby (a) acknowledges the terms of this Amendment; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends 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, except effect as expressly amended hereby, notwithstanding the amendments contained herein; hereby and (cb) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this First 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 (except that any such representations and warranties that are qualified as to materiality shall be true and correct in all respects), except to the extent any such representations and warranties are stated to relate solely expressly limited to an earlier date, in which case, such representations and warranties shall have been continue to be true and correct in all material respects on (except that any such representations and warranties that are qualified as to materiality shall be true and correct in all respects) as of such specified earlier date (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) and date; (ii) no Default or Event of Default has occurred and is continuing; and (iii) no development, event or circumstance has occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.

Ratification and Affirmation; Representations and Warranties. Each Loan Credit Party hereby (a) acknowledges the terms of this First Amendment; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends acknowledges its continued liability under, the Guaranty and Security Agreement, the Mortgages and each other 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, except effect as expressly amended hereby, notwithstanding the amendments contained herein; hereby and (c) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this First 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 (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 stated to relate solely expressly limited to an earlier date, in which case, such representations and warranties shall have been continue to be true and correct in all material respects on (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 (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) and (ii) no Default or Event of Default has occurred and is continuing.

Ratification and Affirmation; Representations and Warranties. Each Loan Party The Borrower hereby (a) acknowledges the terms of this First Amendment; (b) ratifies and affirms its obligations under, and 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, 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 First 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, except to the extent any such representations and warranties are stated to relate solely expressly limited to an earlier date, in which case, such representations and warranties shall have been be true and correct in all material respects on and as of such specified earlier date (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) date, and (ii) no Default or Event of Default has occurred and is continuing.

Ratification and Affirmation; Representations and Warranties. Each Loan Credit Party hereby (a) acknowledges the terms of this Amendment; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, each Loan Credit Document to which it is a party and agrees that each Loan Credit Document to which it is a party remains in full force and 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 Amendment: (i) all of the representations and warranties contained in each Loan Credit Document to which it is a party are true and correct in all material respects, except to the extent any such representations and warranties are stated to relate solely to an earlier date, in which case, such representations and warranties shall have been true and correct in all material respects on and as of such earlier date (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) and (ii) no Default or Event of Default has occurred and is continuing.

Ratification and Affirmation; Representations and Warranties. Each Loan Party hereby of the Borrower and each Guarantor hereby: (a) acknowledges the terms of this Amendment; , (b) ratifies and affirms its obligations undertheir respective obligations, and acknowledgesacknowledges their respective continued liability, renews and 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, except effect as expressly amended hereby, notwithstanding the amendments contained herein; and and (c) represents and warrants to the Lenders that as of the date hereof, immediately after giving effect to the terms of this Amendment: (i) , all of the Borrower’s and such Guarantor’s, as applicable, respective representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respectsrespects on and as of the First Amendment Effective Date (after giving effect to this Amendment), except that (i) to the extent any such representations and warranties are stated to relate solely expressly limited to an earlier date, in which case, such representations representation and warranties shall have been warranty was true and correct in all material respects on and as of such specified earlier date (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) and (ii) no Default to the extent that any such representation and warranty is qualified by materiality or Event of Default has occurred “Material Adverse Effect”, such representation and warranty (as so qualified) is continuingtrue and correct in all respects.

Ratification and Affirmation; Representations and Warranties. Each Loan Party hereby Obligor hereby: (a) acknowledges the terms of this Second Amendment; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends 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, except effect as expressly amended hereby; (c) agrees that from and after the Second 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, notwithstanding the amendments contained hereinas amended by this Second Amendment; and (cd) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Second Amendment: (i) all of the representations and warranties contained set forth in each Loan Document to which it is a party are true and correct in all material respects (except to the extent any such representations and warranties are limited by materiality, in which case, they are true and correct in all respects), except to the extent any such representations and warranties are stated to relate solely expressly limited to an earlier date, in which case, such representations and warranties shall have been continue to be true and correct in all material respects on (except to the extent any such representations and warranties are limited by materiality, in which case, they shall be true and correct in all respects) as of such specified earlier date (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) and (ii) no Default or Event of Default has occurred and is continuing.

Ratification and Affirmation; Representations and Warranties. Each Loan Credit Party hereby (a) acknowledges the terms of this First Amendment; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends acknowledges its continued liability under, the Guaranty and Security Agreement, the Mortgages and each other 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, except effect as expressly amended hereby, notwithstanding the amendments contained herein; hereby and (c) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this First 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 (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 stated to relate solely expressly limited to an earlier date, in which case, such representations and warranties shall have been continue to be true and correct in all material respects on (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 (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) and date, (ii) no Default or Event of Default has occurred and is continuingcontinuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.

Ratification and Affirmation; Representations and Warranties. Each Loan Party hereby Obligor hereby: (a) acknowledges the terms of this Second Amendment; (b) ratifies and affirms its obligations underunder and the Liens granted by, and 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, except as expressly amended hereby; (c) agrees that from and after the Second 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, notwithstanding the amendments contained hereinas amended by this Second Amendment; and (cd) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this 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 (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 stated to relate solely expressly limited to an earlier date, in which case, such representations and warranties shall have been continue to be true and correct in all material respects on (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 (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) and (ii) no Default or Event of Default has occurred and is continuing.

Ratification and Affirmation; Representations and Warranties. Each Loan Party hereby of the Borrower and the Guarantors hereby: (a) acknowledges the terms of this Eighth Amendment; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends 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, except effect as expressly amended hereby; (c) agrees that from and after the date hereof, notwithstanding each reference to the amendments contained hereinCredit Agreement in the other Credit Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Eighth Amendment; and (cd) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Eighth 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 in all material respects, respects (except to the extent any where such representations and warranties are stated to expressly relate solely to an earlier date, in which case, case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date (date), provided that such materiality qualifier representations shall not be applicable true and correct in all respects to any representation or warranty that is the extent already qualified or modified by materiality in the Credit Agreement) materiality, and (ii) no Default or Event of Default has occurred and is continuing.

Ratification and Affirmation; Representations and Warranties. Each Loan Party of the Borrower and Parent hereby (a) acknowledges the terms of this Fourth Amendment; , (b) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, each of the Loan Document Documents to which it is a party and agrees that each of the Loan Document Documents to which it is a party remains in full force and effect, except as expressly amended hereby, notwithstanding the amendments contained herein; herein and (c) represents and warrants to the Lenders that as of the date hereof, both before and after giving effect to the terms of this Amendment: Fourth 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 (except that any such representations and warranties that are qualified by materiality shall be true and correct in all respects), except to the extent any unless such representations and warranties are stated to relate solely to an a specific earlier date, in which case, such representations and warranties shall have been continue to be true and correct in all material respects on (except that any such representations and warranties that are qualified by materiality shall be true and correct in all respects) as of such earlier date (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) and (ii) no Default or Event of Default has occurred and is continuing.

Ratification and Affirmation; Representations and Warranties. Each Loan Party Obligor hereby (a) acknowledges the terms of this Fourth Amendment; (b) ratifies and affirms its obligations under, and 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, 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 Fourth 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, except to the extent any such representations and warranties are stated to relate solely expressly limited to an earlier date, in which case, such representations and warranties shall have been continue to be true and correct in all material respects on and as of such specified earlier date (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) and (ii) no Default or Event of Default has occurred and is continuing.

Ratification and Affirmation; Representations and Warranties. Each Loan Party hereby The Borrowers hereby: (a) acknowledges acknowledge the terms of this Third Amendment; (b) ratifies ratify and affirms its affirm their obligations under, and acknowledgesacknowledge, renews renew and extends its extend their continued liability under, each Loan Document to which it is they are a party and agrees agree that each Loan Document to which it is they are a party remains in full force and effect, except as expressly amended hereby, notwithstanding after giving effect to the amendments contained herein; and (c) represents agree that from and warrants after the Third Amendment 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) represent and warrant to the Lenders that as of the date hereof, after giving effect to the terms of this Third Amendment: (i) all of the representations and warranties made by the Borrowers contained in each Loan Document to which it is they are a party are true and correct in all material respects, except to the extent any unless such representations and warranties are stated to relate solely to an a specific earlier date, in which case, such representations and warranties shall have been be true and correct in all material respects on and as of such earlier date (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) and (ii) no Default or Event of Default has occurred and is continuing.

Ratification and Affirmation; Representations and Warranties. Each Loan Party The Borrower and each Guarantor hereby (a) acknowledges the terms of this First Amendment; (b) ratifies and affirms its obligations under, and 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, except as expressly amended or modified hereby, notwithstanding the amendments contained herein; and (c) represents and warrants to the Lenders that as of the date hereofFirst Amendment Effective Date, after giving effect to the terms of this First 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 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 stated to relate solely expressly limited to an earlier date, in which case, case such representations and warranties shall have been be true and correct in all material respects on (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 (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) and 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.

Ratification and Affirmation; Representations and Warranties. Each Loan Credit Party hereby (a) acknowledges the terms of this Sixth Amendment; (b) ratifies and affirms (i) its obligations under, and acknowledges, renews and extends 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, except effect as expressly amended hereby, notwithstanding and (ii) that the amendments contained hereinLiens 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 Sixth 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 Sixth 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 correct in all material respects, except to the extent any such representations and warranties are stated to relate solely expressly limited to an earlier date, in which case, such representations and warranties shall have been continue to be true and correct in all material respects on and as of such specified earlier date (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) and date, and (ii) no Default or Event of Default has occurred and is continuing.

Ratification and Affirmation; Representations and Warranties. Each Loan Party hereby of the Borrower and the Guarantors hereby: (a) acknowledges the terms of this Eleventh Amendment; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends 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, except effect as expressly amended hereby; (c) agrees that from and after the date hereof, notwithstanding each LEGAL_US_W # 181789843.4 reference to the amendments contained hereinCredit Agreement in the other Credit Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Eleventh Amendment; and (cd) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Eleventh 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 in all material respects, respects (except to the extent any where such representations and warranties are stated to expressly relate solely to an earlier date, in which case, case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date (date), provided that such materiality qualifier representations shall not be applicable true and correct in all respects to any representation or warranty that is the extent already qualified or modified by materiality in the Credit Agreement) materiality, and (ii) no Default or Event of Default has occurred and is continuing.

Ratification and Affirmation; Representations and Warranties. Each Loan Party Obligor hereby (a) acknowledges the terms of this Amendment; (b) ratifies and affirms its obligations under, and 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, 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 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, except to the extent any such representations and warranties are stated to relate solely to an earlier date, in which case, such representations and warranties shall have been true and correct in all material respects on and as of such earlier date (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) and (ii) no Default or Event of Default has occurred and is continuing.

Ratification and Affirmation; Representations and Warranties. Each Loan Party hereby Obligor hereby: (a) acknowledges the terms of this First Amendment; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends 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, except effect as expressly amended hereby; (c) agrees that from and after the First 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, notwithstanding the amendments contained hereinas amended by this First Amendment; and (cd) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this First Amendment: (i) all of the representations and warranties contained set forth in each Loan Document to which it is a party are true and correct in all material respects (except to the extent any such representations and warranties are limited by materiality, in which case, they are true and correct in all respects), except to the extent any such representations and warranties are stated to relate solely expressly limited to an earlier date, in which case, such representations and warranties shall have been continue to be true and correct in all material respects on (except to the extent any such representations and warranties are limited by materiality, in which case, they shall be true and correct in all respects) as of such specified earlier date (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) and (ii) no Default or Event of Default has occurred and is continuing.

Ratification and Affirmation; Representations and Warranties. Each Loan Party hereby The Borrowers hereby: (a) acknowledges acknowledge the terms of this Second Amendment; (b) ratifies ratify and affirms its affirm their obligations under, and acknowledgesacknowledge, renews renew and extends its extend their continued liability under, each Loan Document to which it is they are a party and agrees agree that each Loan Document to which it is they are a party remains in full force and effect, except as expressly amended hereby, notwithstanding after giving effect to the amendments contained herein; and (c) represents agree that from and warrants after the Second Amendment 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 Second Amendment; and (d) represent and warrant to the Lenders that as of the date hereof, after giving effect to the terms of this Second Amendment: (i) all of the representations and warranties made by the Borrowers contained in each Loan Document to which it is they are a party are true and correct in all material respects, except to the extent any unless such representations and warranties are stated to relate solely to an a specific earlier date, in which case, such representations and warranties shall have been be true and correct in all material respects on and as of such earlier date (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) and (ii) no Default or Event of Default has occurred and is continuing.

Ratification and Affirmation; Representations and Warranties. Each Loan Party Obligor hereby (ai) acknowledges the terms of this Fifth Amendment; (bii) ratifies and affirms its obligations under, and 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, except as expressly amended hereby, notwithstanding the amendments contained herein; and (ciii) 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, except to the extent any such representations and warranties are stated to relate solely expressly limited to an earlier date, in which case, such representations and warranties shall have been continue to be true and correct in all material respects on and as of such specified earlier date (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) and (ii) no Default or Event of Default has occurred and is continuing.

Ratification and Affirmation; Representations and Warranties. Each Loan Party of the Borrower and Parent hereby (a) acknowledges the terms of this Third Amendment; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, each of the Loan Document Documents to which it is a party and agrees that each of the Loan Document Documents to which it is a party remains in full force and effect, except as expressly amended hereby, notwithstanding the amendments contained herein; herein and (c) represents and warrants to the Lenders that as of the date hereof, both before and after giving effect to the terms of this Amendment: Third 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 (except that any such representations and warranties that are qualified by materiality shall be true and correct in all respects), except to the extent any unless such representations and warranties are stated to relate solely to an a specific earlier date, in which case, such representations and warranties shall have been continue to be true and correct in all material respects on (except that any such representations and warranties that are qualified by materiality shall be true and correct in all respects) as of such earlier date (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) and (ii) no Default or Event of Default has occurred and is continuing.

Ratification and Affirmation; Representations and Warranties. Each Loan Party hereby of the Borrower and each Guarantor hereby: (a) acknowledges the terms of this Amendment; , (b) ratifies and affirms its obligations undertheir respective obligations, and acknowledgesacknowledges their respective continued liability, renews and 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, except effect as expressly amended hereby, notwithstanding the amendments contained herein; and and (c) represents and warrants to the Lenders that as of the date hereof, immediately after giving effect to the terms of this Amendment: (i) , all of the Borrower’s and such Guarantor’s, as applicable, respective representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects, except that (i) to the extent any such representations and warranties are stated to relate solely expressly limited to an earlier date, in which caseas of the date hereof, after giving effect to the terms of this Amendment, such representations representation and warranties shall have been warranty continues to be true and correct in all material respects on and as of such specified earlier date (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) and (ii) no Default or Event of Default has occurred to the extent that any such representation and warranty is continuing.qualified by materiality, such representation and warranty (as so qualified) is true and correct in all respects. [SECOND AMENDMENT TO CREDIT AGREEMENT]

Ratification and Affirmation; Representations and Warranties. Each Loan Party hereby The Borrowers hereby: (a) acknowledges acknowledge the terms of this First Amendment; (b) ratifies ratify and affirms its affirm their obligations under, and acknowledgesacknowledge, renews renew and extends its extend their continued liability under, each Loan Document to which it is they are a party and agrees agree that each Loan Document to which it is they are a party remains in full force and effect, except as expressly amended hereby, notwithstanding after giving effect to the amendments contained herein; and (c) represents agree that from and warrants 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) represent and warrant to the Lenders that as of the date hereof, after giving effect to the terms of this First Amendment: (i) all of the representations and warranties made by the Borrowers contained in each Loan Document to which it is they are a party are true and correct in all material respects, except to the extent any unless such representations and warranties are stated to relate solely to an a specific earlier date, in which case, such representations and warranties shall have been be true and correct in all material respects on and as of such earlier date (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) and (ii) no Default or Event of Default has occurred and is continuing.

Ratification and Affirmation; Representations and Warranties. Each Loan Party The Borrower hereby (a) acknowledges the terms of this Amendment; (bi) ratifies and affirms its respective obligations under, and 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, except as expressly amended hereby, notwithstanding the amendments contained herein; and (cii) represents and warrants to the Lenders that that, as of the date hereof, both immediately before and after giving effect to the terms of this Amendmenthereto: (iA) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct accurate 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 Third Amendment Effective Date as though made on and as of such date (except to the extent any that such representations and warranties are stated to 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 Amended Credit Agreement shall have been true and correct in all material respects on and as of such earlier date (provided that such materiality qualifier shall not be applicable deemed to any representation or warranty that is already qualified or modified by materiality in refer to the Credit Agreementmost recent statements furnished pursuant to Sections 4.01(a) and (iib) no Default or Event of Default has occurred and is continuing.thereof),

Ratification and Affirmation; Representations and Warranties. Each Loan Party of the Guarantors and the Borrower hereby (a) acknowledges the terms of this Amendment; (bi) ratifies and affirms its obligations under, and acknowledges, renews and extends 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, except as expressly amended hereby, notwithstanding subject to the amendments contained herein; consent granted in this Letter Agreement and (cii) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Amendment: Letter Agreement: (iA) 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 (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 stated to relate solely expressly limited to an earlier date, in which case, case such representations and warranties shall have been be true and correct in all material respects on (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 date, except with respect to actions permitted by this Letter Agreement; (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) and (iiB) no Default or Event of Default has occurred and is continuing; and (C) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.

Ratification and Affirmation; Representations and Warranties. Each Loan Credit Party hereby (a) acknowledges the terms of this Third Amendment; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends 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, except effect as expressly amended hereby, notwithstanding the amendments contained herein; hereby and (c) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms execution of this Third 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 (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 stated to relate solely expressly limited to an earlier date, in which case, such representations and warranties shall have been continue to be true and correct in all material respects on (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 (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) and (ii) no Default or Event of Default has occurred and is continuing.

Ratification and Affirmation; Representations and Warranties. Each Loan Party of the Parent Guarantor and the Borrower hereby (a) acknowledges the terms of this Amendment; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends 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, except effect as expressly amended herebyhereby and the first priority, notwithstanding perfected Liens and security interests created thereby in favor of the amendments contained herein; Administrative Agent, for the benefit of the Secured Parties (as defined by the applicable Security Instruments), are and will remain in full force and effect and binding on such Person, and are enforceable in accordance with their respective terms and applicable law, and (cb) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this 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 (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 stated to relate solely expressly limited to an earlier date, in which case, case such representations and warranties shall have been be true and correct in all material respects on (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 (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) and date; and (ii) no Default or Event of Default has occurred and is continuing.

Ratification and Affirmation; Representations and Warranties. Each Loan Party hereby Obligor hereby: (a) acknowledges the terms of this Third Amendment; (b) ratifies and affirms its obligations underunder and the Liens granted by, and 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, except as expressly amended hereby; (c) agrees that from and after the Third 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, notwithstanding the amendments contained hereinas amended by this Third Amendment; and (cd) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Third 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 (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 stated to relate solely expressly limited to an earlier date, in which case, such representations and warranties shall have been continue to be true and correct in all material respects on (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 (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) and (ii) no Default or Event of Default has occurred and is continuing.

Ratification and Affirmation; Representations and Warranties. Each Loan Party The Borrower and each Guarantor hereby (a) acknowledges the terms of this First Amendment; (b) ratifies and affirms its obligations under, and 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, except as expressly amended or modified hereby, notwithstanding the amendments contained herein; and (c) represents and warrants to the Lenders that as of the date hereofFirst Amendment Effective Date, after giving effect to the terms of this First 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 respectsrespects (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 stated to relate solely expressly limited to an earlier date, in which case, such representations and warranties shall have been continue to be true and correct in all material respects on (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) as of such specified earlier date (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) date, and (ii) no Default or Event of Default has occurred and is continuing.

Ratification and Affirmation; Representations and Warranties. Each Loan Credit Party hereby (a) acknowledges the terms of this Second Amendment; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends acknowledges its continued liability under, the Guaranty and Security Agreement, the Mortgages and each other 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, except effect as expressly amended hereby, notwithstanding the amendments contained herein; hereby and (c) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this 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 (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 stated to relate solely expressly limited to an earlier date, in which case, such representations and warranties shall have been continue to be true and correct in all material respects on (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 (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) and date, (ii) no Default or Event of Default has occurred and is continuingcontinuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.

Ratification and Affirmation; Representations and Warranties. Each Loan Party of the Borrower and Parent hereby (a) acknowledges the terms of this Fifth Amendment; , (b) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, each of the Loan Document Documents to which it is a party and agrees that each of the Loan Document Documents to which it is a party remains in full force and effect, except as expressly amended hereby, notwithstanding the amendments contained herein; herein and (c) represents and warrants to the Lenders that as of the date hereof, both before and after giving effect to the terms of this Amendment: 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 (except that any such representations and warranties that are qualified by materiality shall be true and correct in all respects), except to the extent any unless such representations and warranties are stated to relate solely to an a specific earlier date, in which case, such representations and warranties shall have been continue to be true and correct in all material respects on (except that any such representations and warranties that are qualified by materiality shall be true and correct in all respects) as of such earlier date (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) and (ii) no Default or Event of Default has occurred and is continuing.

Ratification and Affirmation; Representations and Warranties. Each Loan Party The Borrower hereby (a) acknowledges the terms of this Amendment; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends 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, except effect as expressly amended hereby, notwithstanding the amendments contained herein; hereby and (cb) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this First 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 (except that any such representations and warranties that are qualified as to materiality shall be true and correct in all respects), except to the extent any such representations and warranties are stated to relate solely expressly limited to an earlier date, in which case, such representations and warranties shall have been continue to be true and correct in all material respects on and as of such specified earlier date (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) and 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.

Ratification and Affirmation; Representations and Warranties. Each Loan Party hereby The Borrowers hereby: (a) acknowledges acknowledge the terms of this First Amendment; (b) ratifies ratify and affirms its affirm their obligations under, and acknowledgesacknowledge, renews renew and extends its extend their continued liability under, each Loan Document to which it is they are a party and agrees agree that each Loan Document to which it is they are a party remains in full force and effect, except as expressly amended hereby, notwithstanding after giving effect to the amendments contained herein; and (c) represents agree that from and warrants after the First Amendment Effective Date each reference to the Credit Agreement in the Domestic 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) represent and warrant to the Lenders that as of the date hereof, after giving effect to the terms of this First Amendment: (i) all of the representations and warranties made by the Borrowers contained in each Loan Document to which it is they are a party are true and correct in all material respects, except to the extent any unless such representations and warranties are stated to relate solely to an a specific earlier date, in which case, such representations and warranties shall have been be true and correct in all material respects on and as of such earlier date (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) and (ii) no Default or Event of Default has occurred and is continuing.

Ratification and Affirmation; Representations and Warranties. Each Loan Party The Borrower and each Guarantor hereby (a) acknowledges the terms of this Second Amendment; (b) ratifies and affirms its obligations under, and 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, except as expressly amended or modified hereby, notwithstanding the amendments contained herein; and (c) represents and warrants to the Lenders that as of the date hereofSecond Amendment Effective Date, after giving effect to the terms of this 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 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 stated to relate solely expressly limited to an earlier date, in which case, case such representations and warranties shall have been be true and correct in all material respects on (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 (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) and 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.

Ratification and Affirmation; Representations and Warranties. Each Loan Party The Borrower and each Guarantor hereby (a) acknowledges the terms of this First Amendment; (b) ratifies and affirms its obligations under, and 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, except as expressly amended hereby, notwithstanding the amendments contained herein; or modified hereby and (c) represents and warrants to the Lenders that as of the date hereofFirst Amendment Effective Date, after giving effect to the terms of this First 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 respectsrespects (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 stated to relate solely expressly limited to an earlier date, in which case, such representations and warranties shall have been continue to be true and correct in all material respects on (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) as of such specified earlier date (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) date, and (ii) no Default or Event of Default has occurred and is continuing.

Ratification and Affirmation; Representations and Warranties. Each Loan Party hereby of the Borrower and each Guarantor hereby: (a) acknowledges the terms of this Amendment; , (b) ratifies and affirms its obligations undertheir respective obligations, and acknowledgesacknowledges their respective continued liability, renews and 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, except effect as expressly amended hereby, notwithstanding the amendments contained herein; and and (c) represents and warrants to the Lenders that as of the date hereof, immediately after giving effect to the terms of this Amendment: (i) , all of the Borrower’s and such Guarantor’s, as applicable, respective representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects, except that (i) to the extent any such representations and warranties are stated to relate solely expressly limited to an earlier date, in which caseas of the date hereof, after giving effect to the terms of this Amendment, such representations representation and warranties shall have been warranty continues to be true and correct in all material respects on and as of such specified earlier date (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) and (ii) no Default or Event of Default has occurred to the extent that any such representation and warranty is continuingqualified by materiality, such representation and warranty (as so qualified) is true and correct in all respects.

Ratification and Affirmation; Representations and Warranties. Each Loan Party hereby of the Borrower and the Guarantors hereby: (a) acknowledges the terms of this Seventh Amendment; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends 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, except effect as expressly amended hereby; (c) agrees that from and after the date hereof, notwithstanding each LEGAL_US_W # 119262901.9 reference to the amendments contained hereinCredit Agreement in the other Credit Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Seventh Amendment; and (cd) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Seventh 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 in all material respects, respects (except to the extent any where such representations and warranties are stated to expressly relate solely to an earlier date, in which case, case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date (date), provided that such materiality qualifier representations shall not be applicable true and correct in all respects to any representation or warranty that is the extent already qualified or modified by materiality in the Credit Agreement) materiality, and (ii) no Default or Event of Default has occurred and is continuing.

Ratification and Affirmation; Representations and Warranties. Each Loan Credit Party hereby (a) acknowledges the terms of this Fourth Amendment; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends acknowledges its continued liability under, the Guaranty and Security Agreement, the Mortgages and each other 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, except effect as expressly amended hereby, notwithstanding the amendments contained herein; hereby and (c) represents and warrants to the Lenders that as of the date hereof, and after giving effect to the terms of this Amendmentlimited waiver set forth in Section 2, the limited forbearance in Section 3 and the amendments herein: (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 (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 stated to relate solely expressly limited to an earlier date, in which case, such representations and warranties shall have been continue to be true and correct in all material respects on (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 (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) and date, (ii) no Default or Event of Default has occurred and is continuingcontinuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.

Ratification and Affirmation; Representations and Warranties. Each Loan Party The Borrower and each Guarantor hereby (a) acknowledges the terms of this Second Amendment; (b) ratifies and affirms its obligations under, and 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, except as expressly amended hereby, notwithstanding the amendments contained herein; or modified hereby and (c) represents and warrants to the Lenders that as of the date hereofSecond Amendment Effective Date, after giving effect to the terms of this 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 respectsrespects (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 stated to relate solely expressly limited to an earlier date, in which case, such representations and warranties shall have been continue to be true and correct in all material respects on (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) as of such specified earlier date (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) date, and (ii) no Default or Event of Default has occurred and is continuing.

Ratification and Affirmation; Representations and Warranties. Each Loan Credit Party hereby (a) acknowledges the terms of this Seventh Amendment; (b) ratifies and affirms (i) its obligations under, and acknowledges, renews and extends 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, except effect as expressly amended hereby, notwithstanding and (ii) that the amendments contained hereinLiens 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 Seventh 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 Seventh 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 correct in all material respects, except to the extent any such representations and warranties are stated to relate solely expressly limited to an earlier date, in which case, such representations and warranties shall have been continue to be true and correct in all material respects on and as of such specified earlier date (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) and date, and (ii) no Default or Event of Default has occurred and is continuing.

Ratification and Affirmation; Representations and Warranties. Each Loan Credit Party hereby (a) acknowledges the terms of this Eleventh Amendment; (b) ratifies and affirms (i) its obligations under, and acknowledges, renews and extends 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, except effect as expressly amended hereby, notwithstanding and (ii) that the amendments contained hereinLiens 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 Eleventh 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 Amendment: Eleventh 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 correct in all material respects, except to the extent any such representations and warranties are stated to relate solely expressly limited to an earlier date, in which case, such representations and warranties shall have been continue to be true and correct in all material respects on and as of such specified earlier date (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) date, and (ii) no Default or Event of Default has occurred and is continuing.

Ratification and Affirmation; Representations and Warranties. Each Loan Party hereby of the Borrower and each Guarantor hereby: (ai) acknowledges the terms of this Amendment; , [FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT] (bii) ratifies and affirms its obligations undertheir respective obligations, and acknowledgesacknowledges their respective continued liability, renews and 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, except effect as expressly amended hereby, notwithstanding the amendments contained herein; and and (ciii) represents and warrants to the Lenders that as of the date hereof, immediately after giving effect to the terms of this Amendment: (i) , all of the Borrower’s and such Guarantor’s, as applicable, respective representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects, except that (i) to the extent any such representations and warranties are stated to relate solely expressly limited to an earlier date, in which caseas of the date hereof, after giving effect to the terms of this Amendment, such representations representation and warranties shall have been warranty continues to be true and correct in all material respects on and as of such specified earlier date (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) and (ii) no Default or Event of Default has occurred to the extent that any such representation and warranty is continuingqualified by materiality, such representation and warranty (as so qualified) is true and correct in all respects.

Ratification and Affirmation; Representations and Warranties. Each Loan Party The Borrower hereby (a) acknowledges the terms of this First Amendment; , (b) ratifies and affirms its obligations under, and 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, except as expressly amended hereby, notwithstanding the amendments contained herein; 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 First 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, respects (except to the extent any such representations and warranties are stated to relate solely to an earlier date, in which case, such representations and warranties shall have been true and correct in all material respects on and as of such earlier date (provided that such materiality qualifier shall not be applicable to any representation or warranty representations and warranties that is are already qualified or modified by materiality in the Credit Agreement) text thereof), other than those representations and warranties that expressly relate to a specific earlier date, which shall be true and correct in all material respects as of such earlier date (except that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof)); and (ii) no Default or Event of Default has occurred and is continuing.

Ratification and Affirmation; Representations and Warranties. Each Loan Credit Party hereby (a) acknowledges the terms of this Ninth Amendment; (b) ratifies and affirms (i) its obligations under, and acknowledges, renews and extends 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, except effect as expressly amended hereby, notwithstanding and (ii) that the amendments contained hereinLiens 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 Ninth 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 Amendment: Ninth 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 correct in all material respects, except to the extent any such representations and warranties are stated to relate solely expressly limited to an earlier date, in which case, such representations and warranties shall have been continue to be true and correct in all material respects on and as of such specified earlier date (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) date, and (ii) no Default or Event of Default has occurred and is continuing.

Ratification and Affirmation; Representations and Warranties. Each of the Loan Party Parties hereby (a) acknowledges the terms of this Amendment; (b) ratifies and affirms its obligations under, and 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, except as expressly amended hereby, notwithstanding the amendments contained herein; hereby and (cb) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Amendment: (i) First Amendment 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 (or if such representation or warranty is qualified by materiality or reference to Material Adverse Effect, such representation or warranty shall be true and correct in all respects), except to the extent any that such representations and warranties are stated to relate solely specifically refer to an earlier date, in which casecase they shall continue to be true and correct, in all material respects (or if such representation or warranty is qualified by materiality or reference to Material Adverse Effect, such representations and warranties representation or warranty shall have been be true and correct in all material respects on and respects), as of such earlier date and the representations and warranties contained in subsection (provided that such materiality qualifier a) of Section 5.05 of the Credit Agreement shall not be applicable deemed to any representation or warranty that is already qualified or modified by materiality in refer to the most recent statements furnished pursuant to clause (a) of Section 6.01 of the Credit Agreement) and (ii) no Default or Event of Default has occurred and is continuing.

Ratification and Affirmation; Representations and Warranties. Each Loan Party The Borrower and each Guarantor hereby (a) acknowledges the terms of this Second Amendment; (b) ratifies and affirms its obligations under, and 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, except as expressly amended or modified hereby, notwithstanding the amendments contained herein; and (c) represents and warrants to the Lenders that as of the date hereofSecond Amendment Effective Date, after giving effect to the terms of this 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 respectsrespects (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 stated to relate solely expressly limited to an earlier date, in which case, such representations and warranties shall have been continue to be true and correct in all material respects on (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) as of such specified earlier date (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) date, and (ii) no Default or Event of Default has occurred and is continuing.

Ratification and Affirmation; Representations and Warranties. Each Loan Party of the Parent Guarantor and the Borrower hereby (a) acknowledges the terms of this Amendment; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends 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, except in each case as expressly amended hereby, notwithstanding the amendments contained herein; hereby and (cb) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this 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 (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 stated to relate solely expressly limited to an earlier date, in which case, case such representations and warranties shall have been be true and correct in all material respects on (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 (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) and date; and (ii) no Default or Event of Default has occurred and is continuing.

Ratification and Affirmation; Representations and Warranties. Each Loan Party hereby Obligor hereby: (a) acknowledges the terms of this First Amendment; (b) ratifies and affirms its obligations under, and 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, except as expressly amended hereby; (c) agrees that from and after the First 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, notwithstanding the amendments contained hereinas amended by this First Amendment; and (cd) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this First 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 (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 stated to relate solely expressly limited to an earlier date, in which case, such representations and warranties shall have been continue to be true and correct in all material respects on (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 (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) and (ii) no Default or Event of Default has occurred and is continuing.

Ratification and Affirmation; Representations and Warranties. Each Loan Party Obligor hereby (a) acknowledges the terms of this Amendment; (b) ratifies and affirms its obligations under, and 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, 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 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, except to the extent any such representations and warranties are stated to relate solely to an earlier date, in which case, such representations and warranties shall have been true and correct in all material respects on and as of such earlier date (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) and (ii) no Default or Event of Default has occurred and is continuing.

Ratification and Affirmation; Representations and Warranties. Each Loan Credit Party hereby (a) acknowledges the terms of this Eighth Amendment; (b) ratifies and affirms (i) its obligations under, and acknowledges, renews and extends 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, except effect as expressly amended hereby, notwithstanding and (ii) that the amendments contained hereinLiens 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 Eighth 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 Eighth 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 correct in all material respects, except to the extent any such representations and warranties are stated to relate solely expressly limited to an earlier date, in which case, such representations and warranties shall have been continue to be true and correct in all material respects on and as of such specified earlier date (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) and date, and (ii) no Default or Event of Default has occurred and is continuing.

Ratification and Affirmation; Representations and Warranties. Each Loan Party of the Borrowers hereby (a) acknowledges the terms of this First Amendment; (b) ratifies and affirms its obligations under, and 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, except as expressly amended hereby, notwithstanding the amendments contained herein; or modified hereby and (c) represents and warrants to the Lenders that as of the date hereofFirst Amendment Effective Date, after giving effect to the terms of this First 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 (provided that to the extent any representation and warranty is qualified as to “Material Adverse Effect” or otherwise as to “materiality”, such representation is true and correct in all respects), except to the extent any such representations and warranties are stated to relate solely expressly limited to an earlier date, in which case, such representations and warranties shall have been continue to be true and correct in all material respects on (provided that to the extent any representation and warranty is qualified as to “Material Adverse Effect” or otherwise as to “materiality”, such representation is true and correct in all respects) as of such specified earlier date (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) and (ii) no Default or Event of Default has occurred and is continuing.

Ratification and Affirmation; Representations and Warranties. Each Loan Party The Borrower and each Subsidiary Guarantor hereby (a) acknowledges and agrees to the terms of this Amendment; Agreement and the Existing Credit Agreement as amended by this Agreement, (b) ratifies and affirms its obligations under, and 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, except as expressly amended hereby, notwithstanding the amendments contained herein; and (c) represents and warrants to the Administrative Agent and the Lenders that as of the date hereof, after giving effect to the terms of this Amendment: (i) all of the representations and warranties contained of such Borrower or Subsidiary Guarantor set forth in each the Credit Agreement, this Agreement and in the other Loan Document to which it is a party Documents are true and correct in all material respects, except to the extent any such representations and warranties are stated to relate solely to an earlier date, in which case, such representations and warranties shall have been true and correct in all material respects on and as of the date hereof (or, in the case of any such earlier representations and warranties that are qualified as to materiality or Material Adverse Effect in the text thereof, such representations and warranties are true and correct in all respects) on and as of the date hereof, except to the extent made as of a specific date, which representations and warranties are true and correct in all material respects as of such specific date (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality or, in the Credit Agreementcase of any such representation and warranties that are qualified as to materiality or Material Adverse Effect in the text thereof, such representations and warranties are true and correct in all respects as of such specific date) and (ii) no Default or Event of Default has occurred and is continuingcontinuing as of the date hereof and (c) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document.