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

Ratification and Affirmation; Representations and Warranties. The Borrower and the MLP each 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 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, unless such representations and warranties are stated to relate to a specific earlier date, in which case, such representations and warranties shall continue to be true and correct as of such earlier date and (ii) no Default has occurred and is continuing.

Ratification and Affirmation; Representations and Warranties. The Borrower and the MLP each hereby (a) acknowledges the terms of this Second Third 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 Second Third Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct, unless such representations and warranties are stated to relate to a specific earlier date, in which case, such representations and warranties shall continue to be true and correct as of such earlier date and (ii) no Default has occurred and is continuing.

Ratification and Affirmation; Representations and Warranties. The Borrower and the MLP each hereby (a) acknowledges the terms of this Second 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 Second First Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct, unless such representations and warranties are stated to relate to a specific earlier date, in which case, such representations and warranties shall continue to be true and correct as of such earlier date and (ii) no Default has occurred and is continuing.

Ratification and Affirmation; Representations and Warranties. The Borrower and the MLP each Each Obligor 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 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, unless except to the extent any such representations and warranties are stated expressly limited to relate to a specific an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date 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. The Borrower and the MLP each Guarantor hereby (a) acknowledges the terms of this Second Seventh 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 hereofSeventh Amendment Effective Date, after giving effect to the terms of this Second Seventh Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct, unless except to the extent any such representations and warranties are stated expressly limited to relate to a specific an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date and date, (ii) no Default has occurred and is continuingcontinuing and (iii) no event, development or circumstance have occurred which individually or in the aggregate could reasonably be expected to be a Material Adverse Event.

Ratification and Affirmation; Representations and Warranties. The Borrower and the MLP each hereby (a) acknowledges the terms of this Second 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 Second Fourth Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct, unless such representations and warranties are stated to relate to a specific earlier date, in which case, such representations and warranties shall continue to be true and correct as of such earlier date and (ii) no Default has occurred and is continuing.

Ratification and Affirmation; Representations and Warranties. The Borrower and the MLP each Each Obligor 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 herein; 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 correctcorrect in all material respects, unless except to the extent any such representations and warranties are stated expressly limited to relate to a specific an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date and (ii) no Default or Event of Default has occurred and is continuing.

Ratification and Affirmation; Representations and Warranties. The Borrower and the MLP each hereby (a) acknowledges the terms of this Second 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 Second First Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct, unless such representations and warranties are stated to relate to a specific earlier date, in which case, such representations and warranties shall continue to be true and correct as of such earlier date and (ii) no Default has occurred and is continuing.

Ratification and Affirmation; Representations and Warranties. The Borrower and the MLP each Guarantor hereby (a) acknowledges the terms of this Second 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 and (c) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Second First Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct, unless except to the extent any such representations and warranties are stated expressly limited to relate to a specific an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date and date, (ii) no 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. The Borrower and the MLP each Guarantor hereby (a) acknowledges the terms of this Second Third 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 and (c) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Second Third Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct, unless except to the extent any such representations and warranties are stated expressly limited to relate to a specific an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date and date, (ii) no 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. The Borrower and the MLP each 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 herein; 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, unless such representations and warranties are stated to relate to a specific earlier date, in which case, such representations and warranties shall continue to be true and correct as of such earlier date and (ii) no Default has occurred and is continuing.

Ratification and Affirmation; Representations and Warranties. The Borrower and the MLP 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 and modifications contained herein and (c) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Second Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct, unless except to the extent any such representations and warranties are stated expressly limited to relate to a specific an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date and date, (ii) no 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. The Borrower and the MLP each Guarantor hereby (a) acknowledges the terms of this Second Seventh 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 and (c) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Second Seventh Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct, unless except to the extent any such representations and warranties are stated expressly limited to relate to a specific an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date and date, (ii) no 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. The Borrower Company and the MLP each Guarantor hereby (ai) acknowledges the terms of this Second Amendment; (bii) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, each Loan Transaction Document to which it is a party and agrees that each Loan Transaction 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 Purchasers that as of the date hereof, after giving effect to the terms of this Second Amendment: (iA) all of the representations and warranties contained in each Loan Transaction Document to which it is a party are true and correct, unless except to the extent any such representations and warranties are stated expressly limited to relate to a specific an earlier date, in which case, such representations and warranties shall continue to be true and correct correct, as of such specified earlier date and date, (iiB) no Default has occurred and is continuingcontinuing and (C) since December 31, 2002, 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. The Borrower and the MLP each Each Obligor hereby (a) acknowledges the terms of this Second 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 modified hereby, notwithstanding the amendments 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 Second First Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct, unless except to the extent any such representations and warranties are stated expressly limited to relate to a specific an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date and date, (ii) no Default has occurred and is continuing, and (iii) no Material Adverse Effect has occurred since April 4, 2003.

Ratification and Affirmation; Representations and Warranties. The Borrower and the MLP each Guarantor hereby (a) acknowledges the terms of this Second 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 or modified hereby, notwithstanding the amendments and modifications contained herein and (c) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Second Fourth Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct, unless except to the extent any such representations and warranties are stated expressly limited to relate to a specific an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date and date, (ii) no 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. The Borrower and the MLP each Each Obligor hereby (a) acknowledges the terms of this Second 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 modified hereby, notwithstanding the amendments modifications contained herein herein; and (c) represents and warrants to the Lenders Purchasers that as of the date hereof, after giving effect to the terms of this Second First Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct, unless except to the extent any such representations and warranties are stated expressly limited to relate to a specific an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date and (ii) no Default has occurred and is continuing.

Ratification and Affirmation; Representations and Warranties. The Borrower and the MLP each (a) Each Obligor hereby (ai) acknowledges the terms of this Second 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 Second Amendment: (iA) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct, unless except to the extent any such representations and warranties are stated expressly limited to relate to a specific an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date and date, (iiB) no Default has occurred and is continuingcontinuing and (C) since April 4, 2003, 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. The Borrower and the MLP each Guarantor hereby (a) acknowledges the terms of this Second 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 Second First Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct, unless except to the extent any such representations and warranties are stated expressly limited to relate to a specific an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date and date, (ii) no Default has occurred and is continuingcontinuing and (iii) since February 25, 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. The Each of the Borrower and the MLP each Guarantor hereby (a) acknowledges the terms of this Second Amendment; (b) 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 (cb) represents and warrants to the Lenders that 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 correctcorrect in all material respects, unless except to the extent any such representations and warranties are stated expressly limited to relate to a specific an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date and date, (ii) no Default has occurred and is continuingcontinuing and (iii) no Material Adverse Effect shall have occurred.

Ratification and Affirmation; Representations and Warranties. The Borrower and the MLP each Guarantor hereby (a) acknowledges the terms of this Second Ninth 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 and (c) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Second Ninth Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct, unless except to the extent any such representations and warranties are stated expressly limited to relate to a specific an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date and date, (ii) no 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. The Borrower and the MLP 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 and modifications contained herein and (c) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Second Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct, unless except to the extent any such representations and warranties are stated expressly limited to relate to a specific an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date and date, (ii) no Default has occurred and is continuingcontinuing and (iii) since December 31, 2008, 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. The Borrower and the MLP each hereby (a) acknowledges the terms of this Second Eighth 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 Second Eighth Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct, unless such representations and warranties are stated to relate to a specific earlier date, in which case, such representations and warranties shall continue to be true and correct as of such earlier date and (ii) no Default has occurred and is continuing.

Ratification and Affirmation; Representations and Warranties. The Borrower and the MLP 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 herein; 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 correctcorrect in all material respects, unless except to the extent any such representations and warranties are stated expressly limited to relate to a specific an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date date, and (ii) no Default or Event of Default has occurred and is continuing.

Ratification and Affirmation; Representations and Warranties. The Each of the Borrower and the MLP each Guarantor hereby (a) acknowledges the terms of this Second Amendment; (b) 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 (cb) represents and warrants to the Lenders that that, as of the date hereof, after giving US 3297478v.4 effect to the terms of this Second Ninth Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct, unless except to the extent any such representations and warranties are stated expressly limited to relate to a specific an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date and date, (ii) no Default has occurred and is continuingcontinuing and (iii) no Material Adverse Effect has occurred.

Ratification and Affirmation; Representations and Warranties. The Borrower and the MLP each Guarantor hereby (a) acknowledges the terms of this Second 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 Second First Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct, unless except to the extent any such representations and warranties are stated expressly limited to relate to a specific an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date date, and (ii) no Default or Event of Default has occurred and is continuing.

Ratification and Affirmation; Representations and Warranties. 6.1 The Borrower and the MLP 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, unless except to the extent any such representations and warranties are stated expressly limited to relate to a specific an earlier date, in which case, case such representations and warranties shall continue to be true and correct as of such specified earlier date 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. The Borrower and the MLP each Guarantor hereby (a) acknowledges the terms of this Second Fifth 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 and (c) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Second Fifth Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct, unless except to the extent any such representations and warranties are stated expressly limited to relate to a specific an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date and date, (ii) no 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. The Each of the Borrower and the MLP each Guarantor hereby (a) acknowledges the terms of this Second Amendment; (b) 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 (cb) represents and warrants to the Lenders that that, as of the date hereof, after giving effect to the terms of this Second First Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correctcorrect in all material respects, unless except to the extent any such representations and warranties are stated expressly limited to relate to a specific an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date and date, (ii) no Default has occurred and is continuingcontinuing and (iii) no Material Adverse Effect shall have occurred.