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

Ratification and Affirmation; Representations and Warranties. Each of the Guarantors and the Borrower (a) acknowledges the terms of this Agreement, (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document (including, without limitation, the Guaranteed Liabilities) and agrees that each Loan Document remains in full force and effect as expressly amended hereby, (c) certifies to the Lenders, on the Effective Date, as applicable, that, after giving effect to this Agreement and the amendments and transactions occurring on the Effective Date, (i) the representations and warranties of each Loan Party set forth in the Credit Agreement and in each other Loan Document are true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty are true and correct), except to the extent such representations and warranties expressly relate to an earlier date, in which case they are true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty are true and correct) as of such earlier date and (ii) no Default or Event of Default has occurred and is continuing, (d) acknowledges that it is a party to certain Security Instruments securing the Secured Obligations and agrees that according to their terms the Security Instruments to which it is a party will continue in full force and effect to secure the Secured Obligations under the Loan Documents, as the same may be amended, supplemented or otherwise modified, and (e) hereby authorizes and directs any Secured Party which is a deposit bank at which accounts of any Loan Party are held to deliver to the Administrative Agent a report reflecting the balances of such accounts of the Loan Parties, as may be requested by the Administrative Agent.

Ratification and Affirmation; Representations and Warranties. Each of the Guarantors and the Borrower (a) acknowledges the terms of this Agreement, (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document (including, without limitation, the Guaranteed Liabilities) and agrees that each Loan Document remains in full force and effect as expressly amended hereby, (c) certifies to the Lenders, on the Effective Date, as applicable, that, after giving effect to this Agreement and the amendments and transactions occurring on the Effective Date, (i) the representations and warranties of each Loan Party set forth in the Credit Agreement and in each other Loan Document are true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty are true and correct), except to the extent such representations and warranties expressly relate to an earlier date, in which case they are true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty are true and correct) as of such earlier date and (ii) no Default or Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing, continuing and (dc) acknowledges that it is a party to certain Security Instruments securing the Secured Obligations and agrees that according to their terms the Security Instruments to which it is a party will continue in full force and effect to secure the Secured Obligations under the Loan Documents, as the same may be amended, supplemented or otherwise modified, and (e) hereby authorizes and directs any Secured Party which is a deposit bank at which accounts of any Loan Party are held to deliver to the Administrative Agent a report reflecting the balances of such accounts of the Loan Parties, as may be requested by the Administrative Agent.

Ratification and Affirmation; Representations and Warranties. Each The Borrower and each of the Guarantors other Loan Parties does hereby adopt, ratify, and confirm the Credit Agreement and the Borrower other Loan Documents, as amended hereby, and its obligations thereunder. Each Loan Party hereby (a) acknowledges the terms of this Agreementacknowledges, (b) ratifies renews and affirms its obligations under, and acknowledges extends its continued liability under, each Loan Document (includingDocument, without limitationas amended hereby, the Guaranteed Liabilities) to which it is a party and agrees that each Loan Document Document, as amended hereby, to which it is a party remains in full force and effect as expressly amended herebyeffect, notwithstanding the amendments contained herein and (cb) certifies represents and warrants to the Lenders, on Administrative Agent and the Effective Date, Lenders that: (i) as applicable, thatof the date hereof, after giving effect to the terms of this Agreement and the amendments and transactions occurring on the Effective DateAmendment, (i) all of the representations and warranties of contained in each Loan Party set forth in the Credit Agreement and in each other Loan Document to which it is a party are true and correct in all material respects (unless already except with respect to representations and warranties which are expressly qualified by materiality in materiality, which case such applicable representation and warranty are shall be true and correctcorrect in all respects), except to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case they are shall be true and correct in all material respects (unless already except with respect to representations and warranties which are expressly qualified by materiality in materiality, which case such applicable representation and warranty are shall be true and correctcorrect in all respects) as of such earlier date date, and except that the representations and warranties contained in the first sentence of subsection (a) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement and (ii) (A) as of the date hereof, no Default or Event of Default has occurred and is continuing, continuing and (dB) acknowledges that it is a party to certain Security Instruments securing the Secured Obligations and agrees that according to their terms the Security Instruments to which it is a party will continue in full force and immediately after giving effect to secure the Secured Obligations under the Loan Documentsthis Amendment, as the same may no Default will have occurred and be amended, supplemented or otherwise modified, and (e) hereby authorizes and directs any Secured Party which is a deposit bank at which accounts of any Loan Party are held to deliver to the Administrative Agent a report reflecting the balances of such accounts of the Loan Parties, as may be requested by the Administrative Agentcontinuing.

Ratification and Affirmation; Representations and Warranties. Each of the Guarantors and the Combined Borrower hereby (a) acknowledges the terms of this Agreement, Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document (including, without limitation, as defined in the Guaranteed Liabilitiesapplicable Combined Credit Agreement as used in this Section) to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby, notwithstanding the amendments contained herein; and (c) certifies represents and warrants to the Lenders, on Lenders (as defined in the Effective Date, applicable Combined Credit Agreement) that as applicable, thatof the date hereof, after giving effect to the terms of this Agreement and the amendments and transactions occurring on the Effective Date, Amendment: (i) all of the representations and warranties of contained in each Loan Party set forth in the Credit Agreement and in each other Loan Document to which it is a party are true and correct in all material respects (unless already qualified by materiality in which case such applicable representation on and warranty are true and correct)as of the Fifth Amendment Effective Date, except that to the extent any such representations and warranties are (x) expressly relate limited to an earlier date, in which case they are case, on the Fifth Amendment Effective Date such representations and warranties shall 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 (unless already qualified by materiality in which case such applicable representation and warranty are true and correct) as of such earlier date and (ii) no Default or Event of Default (as defined in the applicable Combined Credit Agreement) has occurred and is continuing, continuing as of the Fifth Amendment Effective Date. Each Guarantor (das defined in the applicable Combined Credit Agreement) (i) acknowledges that it is a party to certain Security Instruments securing the Secured Obligations terms of this Amendment and agrees that according to their terms (ii) ratifies and affirms (A) its respective obligations under the Security Instruments Loan Documents to which it is a party will (including its guarantee obligations under the applicable Guaranty Agreement (as defined in the applicable Combined Credit Agreement) to which it is a party as amended hereby), all of which shall continue in full force and effect and (B) that the Liens created by the Loan Documents to which it is a party are valid and continuing and secure the Secured Obligations under the Loan DocumentsIndebtedness or Canadian Secured Indebtedness, as the same case may be amendedbe, supplemented or otherwise modifiedin accordance with the terms thereof, and (e) hereby authorizes and directs any Secured Party which in each case, after giving effect to this Amendment. This Amendment is a deposit bank at which accounts of any Loan Party are held to deliver to the Administrative Agent a report reflecting the balances of such accounts of the Loan Parties, as may be requested by the Administrative AgentDocument.

Ratification and Affirmation; Representations and Warranties. Each of the Guarantors undersigned Loan Parties does hereby adopt, ratify, and confirm each Loan Document to which it is a party, as amended hereby, and its obligations thereunder. Each of the Borrower Loan Parties hereby (a) acknowledges the terms of this Agreementacknowledges, (b) ratifies renews and affirms its obligations under, and acknowledges extends its continued liability under, each Loan Document (including, without limitation, the Guaranteed Liabilities) to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby, notwithstanding the amendments contained herein, and (cb) certifies represents and warrants to the Lenders, on Lenders that: (i) as of the Fourth Amendment Effective Date, as applicable, that, after giving effect to the terms of this Agreement and the amendments and transactions occurring on the Effective DateAmendment, (i) all of the representations and warranties of contained in each Loan Party set forth in the Credit Agreement and in each other Loan Document to which it is a party are true and correct in all material respects (unless already qualified by except for such representations and warranties that have a materiality in or Material Adverse Effect qualification, which case such applicable representation and warranty are shall be true and correctcorrect in all respects), except to the extent any such representations and warranties are expressly relate limited to an earlier date, in which case they are case, such representations and warranties shall continue to be true and correct in all material respects (unless already qualified by except for such representations and warranties that have a materiality in or Material Adverse Effect qualification, which case such applicable representation and warranty are shall be true and correctcorrect in all respects) as of such specified earlier date as supplemented or subject to such qualifications as are set forth in the applicable Schedule(s) as of the Fourth Amendment Effective Date and (ii) (A) as of the Fourth Amendment Effective Date, no Default or Event of Default has occurred and is continuing, continuing and (dB) acknowledges that it is a party to certain Security Instruments securing the Secured Obligations and agrees that according to their terms the Security Instruments to which it is a party will continue in full force and immediately after giving effect to secure the Secured Obligations under the Loan Documentsthis Amendment, as the same may no Default will have occurred and be amended, supplemented or otherwise modified, and (e) hereby authorizes and directs any Secured Party which is a deposit bank at which accounts of any Loan Party are held to deliver to the Administrative Agent a report reflecting the balances of such accounts of the Loan Parties, as may be requested by the Administrative Agentcontinuing.

Ratification and Affirmation; Representations and Warranties. Each of the Guarantors Borrowers and other Loan Parties does hereby adopt, ratify, and confirm the Credit Agreement and the Borrower other Loan Documents to which it is a party, as amended hereby, and its obligations thereunder. Each of the Loan Parties hereby (a) acknowledges the terms of this Agreementacknowledges, (b) ratifies renews and affirms its obligations under, and acknowledges extends its continued liability under, each Loan Document (includingDocument, without limitationas amended hereby, the Guaranteed Liabilities) to which it is a party and agrees that each Loan Document Document, as amended hereby, to which it is a party remains in full force and effect as expressly amended herebyeffect, notwithstanding the amendments contained herein and (cb) certifies represents and warrants to the Lenders, on Administrative Agent and the Lenders that: (i) as of the date hereof and as of the Third Amendment Effective Date, as applicable, that, after giving effect to the terms of this Agreement and the amendments and transactions occurring on the Effective DateAmendment, (i) all of the representations and warranties of contained in each Loan Party set forth Document, or which are contained in the Credit Agreement and any document furnished at any time under or in each other Loan Document connection therewith, to which it is a party are true and correct in all material respects (unless already qualified by except for such representations and warranties that have a materiality in or Material Adverse Effect qualification, which case such applicable representation and warranty are shall be true and correctcorrect in all respects), except to the extent any such representations and warranties expressly relate specifically refer to an earlier date, in which case they are case, such representations and warranties shall continue to be true and correct in all material respects (unless already qualified by except for such representations and warranties that have a materiality in or Material Adverse Effect qualification, which case such applicable representation and warranty are shall be true and correctcorrect in all respects) as of such specified earlier date and date, (ii) (A) as of the date hereof and as of the Third Amendment Effective Date, no Default or Event of Default has occurred and is continuing, continuing and (dB) acknowledges that it is a party to certain Security Instruments securing the Secured Obligations and agrees that according to their terms the Security Instruments to which it is a party will continue in full force and immediately after giving effect to secure the Secured Obligations under the Loan Documentsthis Amendment, as the same may no Default or Event of Default will have occurred and be amended, supplemented or otherwise modified, continuing and (eiii) hereby authorizes and directs any Secured Party which is a deposit bank at which accounts of any Loan Party are held to deliver to the Administrative Agent a report reflecting the balances of such accounts neither of the Loan Parties, as may be requested by the Administrative AgentBorrowers nor any of their Subsidiaries are an EEA Financial Institution.

Ratification and Affirmation; Representations and Warranties. Each of the Guarantors and the Borrower (a) acknowledges the terms of this Agreement, (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document (including, without limitation, the Guaranteed Liabilities) and agrees that each Loan Document remains in full force and effect as expressly amended hereby, (c) certifies to the Lenders, on the Effective Date, as applicable, that, after giving effect to this Agreement and the amendments and transactions occurring on the Effective Date, (i) the representations and warranties of each Loan Party set forth in the Credit Agreement and in each other Loan Document are true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty are true and correct), except to the extent such representations and warranties expressly relate to an earlier date, in which case they are true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty are true and correct) as of such earlier date and (ii) no Default or Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing, (d) acknowledges that it is a party to certain Security Instruments securing the Secured Obligations and agrees that according to their terms the Security Instruments to which it is a party will continue in full force and effect to secure the Secured Obligations under the Loan Documents, as the same may be amended, supplemented or otherwise modified, and (e) hereby authorizes and directs any Secured Party which is a deposit bank at which accounts of any Loan Party are held to deliver to the Administrative Agent a report reflecting the balances of such accounts of the Loan Parties, as may be requested by the Administrative Agent.

Ratification and Affirmation; Representations and Warranties. Each of the Guarantors The Borrower and the Borrower each Guarantor hereby (a) acknowledges and agrees to the terms of this Fifth Amendment and the Credit Agreement, as amended by this Fifth Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document (including, without limitation, the Guaranteed Liabilities) to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby, notwithstanding the amendments contained herein; and (c) certifies represents and warrants to the Lenders, on Lenders that as of the Effective Date, as applicable, thatdate hereof, after giving effect to the terms of this Agreement and Fifth Amendment (including the amendments and transactions occurring on waivers of the Effective Date, Waived Defaults in Section 5.4 of this Fifth Amendment): (i) all of the representations and warranties of contained in each Loan Party set forth in the Credit Agreement and in each other Loan Document to which it is a party are true and correct in all material respects (unless already or, to the extent any such representations and warranties are qualified by reference to materiality in which case or Material Adverse Effect, such applicable representation representations and warranty are warranties shall be true and correctcorrect in all respects), except to the extent any such representations and warranties are expressly relate limited to an earlier date, in which case they are case, such representations and warranties shall be true and correct in all material respects (unless already or, to the extent any such representations and warranties are qualified by reference to materiality in which case or Material Adverse Effect, such applicable representation representations and warranty are warranties shall be true and correctcorrect in all respects) as of such specified earlier date date, and (ii) no Default or Event of Default has occurred and is continuing, (d) acknowledges that it is a party to certain Security Instruments securing the Secured Obligations and agrees that according to their terms the Security Instruments to which it is a party will continue in full force and effect to secure the Secured Obligations under the Loan Documents, as the same may be amended, supplemented or otherwise modified, and (e) hereby authorizes and directs any Secured Party which is a deposit bank at which accounts of any Loan Party are held to deliver to the Administrative Agent a report reflecting the balances of such accounts of the Loan Parties, as may be requested by the Administrative Agent.

Ratification and Affirmation; Representations and Warranties. Each of the Guarantors undersigned does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents, as amended hereby, and its obligations thereunder. The Borrower hereby (a) acknowledges the terms of this Agreementacknowledges, (b) ratifies renews and affirms its obligations under, and acknowledges extends its continued liability under, under each Loan Document (including, without limitation, the Guaranteed Liabilities) to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby, notwithstanding the amendments contained herein, (b) confirms and ratifies all of its obligations under the Loan Documents to which it is a party, including its obligations and the Liens granted by it under the Security Documents to which it is a party and confirms that all references in such Security Documents to the “Credit Agreement” (or words of similar import) refer to the Credit Agreement as amended and supplemented hereby without impairing any such obligations or Liens in any respect and (c) certifies represents and warrants to the Lenders, on Lenders that: (i) as of the Effective Date, as applicable, thatdate hereof, after giving effect to the terms of this Agreement and the amendments and transactions occurring on the Effective DateFirst Amendment, (i) all of the representations and warranties of contained in each Loan Party set forth in the Credit Agreement and in each other Loan Document to which it is a party are true and correct in all material respects (unless already qualified except that any such representations and warranties that are modified by materiality in which case such applicable representation and warranty are shall be true and correctcorrect in all respects), except to the extent any such representations and warranties are expressly relate limited to an earlier date, in which case they are case, such representations and warranties shall continue to be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty are true and correct) as of such specified earlier date (except that any such representations and warranties that are modified by materiality shall be true and correct in all respects as of such specified earlier date); and (ii) as of the date hereof, before and after giving effect to this First Amendment, no Default or Event of Default has occurred and is continuing, (d) acknowledges that it is a party to certain Security Instruments securing the Secured Obligations and agrees that according to their terms the Security Instruments to which it is a party will continue in full force and effect to secure the Secured Obligations under the Loan Documents, as the same may be amended, supplemented or otherwise modified, and (e) hereby authorizes and directs any Secured Party which is a deposit bank at which accounts of any Loan Party are held to deliver to the Administrative Agent a report reflecting the balances of such accounts of the Loan Parties, as may be requested by the Administrative Agent.

Ratification and Affirmation; Representations and Warranties. Each of the Guarantors and the Borrower Obligor hereby: (a) acknowledges the terms of this Agreement, Fifth Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document (including, without limitation, the Guaranteed Liabilities) to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby, ; (c) certifies agrees that from and after the Fifth Amendment Effective Date each reference to the Lenders, on Credit Agreement in the Effective Dateother Loan Documents shall be deemed to be a reference to the Credit Agreement, as applicable, thatamended by this Fifth Amendment; and (d) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Agreement and the amendments and transactions occurring on the Effective Date, Fifth Amendment: (i) all of the representations and warranties of contained in each Loan Party set forth in the Credit Agreement and in each other Loan Document to which it is a party are true and correct in all material respects (unless already except that any representation and warranty that is qualified by materiality in which case such applicable representation and warranty are shall be true and correctcorrect in all respects), except to the extent any such representations and warranties are expressly relate limited to an earlier date, in which case they are case, such representations and warranties shall continue to be true and correct in all material respects (unless already except that any representation and warranty that is qualified by materiality in which case such applicable representation and warranty are shall be true and correctcorrect in all respects) as of such specified earlier date and date, (ii) no Default or Event of Default has occurred and is continuing, (d) acknowledges that it is a party to certain Security Instruments securing the Secured Obligations and agrees that according to their terms the Security Instruments to which it is a party will continue in full force and effect to secure the Secured Obligations under the Loan Documents, as the same may be amended, supplemented or otherwise modified, continuing and (eiii) hereby authorizes and directs any Secured Party which is no event, development or circumstance has occurred or exists that has resulted in, or could reasonably be expected to have, a deposit bank at which accounts of any Loan Party are held to deliver to the Administrative Agent a report reflecting the balances of such accounts of the Loan Parties, as may be requested by the Administrative AgentMaterial Adverse Effect.

Ratification and Affirmation; Representations and Warranties. Each of the Guarantors Borrower and the Borrower each Guarantor hereby: (a) acknowledges the terms of this Agreement, Amendment, (b) ratifies and affirms its obligations undertheir respective obligations, and acknowledges its their respective continued liability underliability, under each Loan Document to which it is a party (including, without limitation, including with respect to all of the Guaranteed LiabilitiesLiens securing the payment and performance of the Obligations) and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby, , (c) certifies represents and warrants to the Lenders, Lenders that the resolutions and Governing Documents certified to the Administrative Agent and the Lenders by such Loan Party on the Effective Datedate of the Credit Agreement remain in full force and effect and have not been amended or otherwise modified, and (d) represents and warrants to the Lenders that as of the date hereof, immediately after giving effect to the terms of this Amendment, all of the Borrower’s and such Guarantor’s, as applicable, that, after giving effect to this Agreement and the amendments and transactions occurring on the Effective Date, (i) the respective representations and warranties of contained in each Loan Party set forth in the Credit Agreement and in each other Loan Document to which it is a party are true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty are true and correct)respects, except that (i) to the extent any such representations and warranties are expressly relate limited to an earlier date, in which case they are as of the date hereof, after giving effect to the terms of this Amendment, such representation and warranty continues to be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty are true and correct) as of such specified earlier date and (ii) no Default or Event of Default has occurred and is continuing, (d) acknowledges that it is a party to certain Security Instruments securing the Secured Obligations and agrees that according to their terms the Security Instruments to which it is a party will continue in full force and effect to secure the Secured Obligations under the Loan Documents, as the same may be amended, supplemented or otherwise modified, and (e) hereby authorizes and directs any Secured Party which is a deposit bank at which accounts of any Loan Party are held to deliver to the Administrative Agent a report reflecting the balances of extent that any such accounts of the Loan Partiesrepresentation and warranty is qualified by materiality, such representation and warranty (as may be requested by the Administrative Agentso qualified) is true and correct in all respects.

Ratification and Affirmation; Representations and Warranties. Each of the Guarantors and the Borrower Obligor hereby (a) acknowledges the terms of this Agreement, Amendment; (b) ratifies ratifies, approves and affirms (i) its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Note Document (including, without limitation, the Guaranteed Liabilities) and agrees that each Loan Note Document remains in full force and effect except as expressly amended hereby, hereby and (cii) certifies that the Liens created by the Note Documents to which it is a party are valid and continuing and secure the Lenders, on Obligations in accordance with the Effective Date, as applicable, thatterms thereof, after giving effect to this Amendment; (c) agrees that from and after the Third Amendment Effective Date (i) each reference to the Agreement in the other Note Documents shall be deemed to be a reference to the Agreement, as amended by this Amendment and (ii) this Amendment does not constitute a novation of the amendments Agreement; and transactions occurring on (d) represents and warrants to the Holders that as of the date hereof and as of the Third Amendment Effective Date, immediately before and immediately after giving effect to the terms of this Amendment: (i) all of the representations and warranties of each Loan Party set forth in the Credit Agreement and contained in each other Loan Note Document are true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty are shall be true and correct), except to the extent any such representations and warranties are expressly relate limited to an earlier date, in which case they are case, such representations and warranties shall continue to be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty are shall be true and correct) as of such specified earlier date and date, (ii) no Default or Event of Default has occurred and is continuing, (d) acknowledges that it is a party to certain Security Instruments securing the Secured Obligations and agrees that according to their terms the Security Instruments to which it is a party will continue in full force and effect to secure the Secured Obligations under the Loan Documents, as the same may be amended, supplemented or otherwise modified, continuing and (eiii) hereby authorizes and directs any Secured Party which is no event, development or circumstance has occurred or exists that has resulted in, or could reasonably be expected to have, a deposit bank at which accounts of any Loan Party are held to deliver to the Administrative Agent a report reflecting the balances of such accounts of the Loan Parties, as may be requested by the Administrative AgentMaterial Adverse Effect.

Ratification and Affirmation; Representations and Warranties. Each of the Guarantors and the Borrower (a) acknowledges the terms of this Agreement, (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document (including, without limitation, the Guaranteed Liabilities) and agrees that each Loan Document remains in full force and effect as expressly amended hereby, (c) certifies to the Lenders, on the Effective Date, as applicable, that, after giving effect to this Agreement and the amendments and transactions occurring on the Effective Date, (i) the representations and warranties of each Loan Party set forth in the Credit Agreement and in each other Loan Document are true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty are true and correct), except to the extent such representations and warranties expressly relate to an earlier date, in which case they are true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty are true and correct) as of such earlier date and (ii) no Default or Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing, (d) acknowledges that it is a party to 007870-0083-32715760 certain Security Instruments securing the Secured Obligations and agrees that according to their terms the Security Instruments to which it is a party will continue in full force and effect to secure the Secured Obligations under the Loan Documents, as the same may be amended, supplemented or otherwise modified, and (e) hereby authorizes and directs any Secured Party which is a deposit bank at which accounts of any Loan Party are held to deliver to the Administrative Agent a report reflecting the balances of such accounts of the Loan Parties, as may be requested by the Administrative Agent.

Ratification and Affirmation; Representations and Warranties. Each of the Guarantors and the Borrower Loan Party hereby: (a) acknowledges and agrees to the terms of this Agreement, Assignment; (b) ratifies represents and affirms its obligations under, and acknowledges its continued liability under, each Loan Document (including, without limitationwarrants to the Administrative Agent, the Guaranteed Liabilities) and agrees that each Loan Document remains in full force and effect as expressly amended hereby, (c) certifies to the Lenders, on the Effective Date, as applicable, that, after giving effect to this Agreement Collateral Agent and the amendments and transactions occurring on the Effective Date, New Lender that (i) the representations and warranties of each Loan Party the Borrower and the Guarantors set forth in the Existing Credit Agreement Agreement, this Assignment and in each the other Loan Document Documents are true and correct in all material respects (unless already qualified by materiality in which case such applicable representation on and warranty are true and correct)as of the date hereof, except to the extent any such representations and warranties (A) are expressly relate limited to an earlier date, in which case they are case, on and as of the date hereof, such representations and warranties continue to be true and correct in all material respects as of such specified earlier date or (unless B) are already qualified by materiality materiality, Material Adverse Effect or a similar qualification, in which case case, such applicable representation representations and warranty warranties are true and correct) as of such earlier date correct in all respects and (ii) no Default Borrowing Base Deficiency, default or Event of Default has occurred and is continuingcontinuing as of the date hereof; (c) ratifies and affirms its obligations, (d) acknowledges that it is a party to certain Security Instruments securing the Secured Obligations and agrees that according to their terms the Security Instruments acknowledges, renews and extends its continued liability, under each Loan Document to which it is a party will continue and agrees that each Loan Document to which it is a party remains in full force and effect effect, as amended hereby and by the terms thereof; and (d) agrees that from and after the Effective Date each reference to secure the Secured Obligations under Existing Credit Agreement, the Existing Security Documents, each Existing Mortgage and the other Loan Documents shall be deemed to be a reference to the Existing Credit Agreement, the Existing Security Documents, each Existing Mortgage and the Loan Documents, as the same may be amended, supplemented or otherwise modified, and (e) hereby authorizes and directs any Secured Party which is a deposit bank at which accounts of any Loan Party are held to deliver to the Administrative Agent a report reflecting the balances of such accounts of the Loan Partiesapplicable, as may be requested amended by the Administrative Agentthis Assignment.

Ratification and Affirmation; Representations and Warranties. Each of the Guarantors Borrower and the Borrower each Guarantor hereby: (a) acknowledges the terms of this Agreement, Consent; (b) ratifies and affirms its obligations undertheir respective obligations, and acknowledges its their respective continued liability underliability, under each Loan Document to which it is a party (including, without limitation, including with respect to all of the Guaranteed LiabilitiesLiens securing the payment and performance of the Secured Obligations) and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby, effect; (c) certifies represents and warrants to the Lenders, Lenders that the resolutions and governing documents certified to the Administrative Agent and the Lenders by such Loan Party on the Effective Datedate of the Credit Agreement remain in full force and effect and have not been amended or otherwise modified; and (d) represents and warrants to the Administrative Agent and the Lenders that as of the date hereof, as applicable, that, immediately after giving effect to this Agreement and the amendments and transactions occurring on the Effective DateConsent, (i) except for the first sentence of Section 4.24 of the Credit Agreement with respect to any Potential Violations that have been previously disclosed to the Administrative Agent, the representations and warranties of each Loan Party the Borrower and the Guarantors set forth in the Credit Agreement Agreement, and in each the other Loan Document Documents (including, for the avoidance of doubt, the representations contained in the Recitals to this Consent) are true and correct in all material respects (unless such representation and warranty is already qualified by materiality materiality, in which case such applicable representation and or warranty are is simply true and correct)) on and as of the date hereof, except to the extent any such representations and warranties are expressly relate limited to an earlier date, in which case they are case, on and as of the date hereof, such representations and warranties continue to be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty are true and correct) as aforesaid as of such specified earlier date and date, (ii) other than with respect to Potential Violations that have been previously disclosed to the Administrative Agent, no Default or Event of Default has occurred and is continuing, (d) acknowledges that it is a party to certain Security Instruments securing the Secured Obligations and agrees that according to their terms the Security Instruments to which it is a party will continue in full force and effect to secure the Secured Obligations under the Loan Documents, as the same may be amended, supplemented or otherwise modified, and (eiii) hereby authorizes and directs any Secured Party which is no event, development or circumstance has occurred or exists that has resulted in, or could reasonably be expected to have, a deposit bank at which accounts of any Loan Party are held to deliver to the Administrative Agent a report reflecting the balances of such accounts of the Loan Parties, as may be requested by the Administrative AgentMaterial Adverse Effect.

Ratification and Affirmation; Representations and Warranties. Each of the Guarantors Borrower and the Borrower each Guarantor hereby: (a) acknowledges the terms of this Agreement, Amendment; (b) ratifies and affirms its obligations undertheir respective obligations, and acknowledges its their respective continued liability underliability, under each Loan Document to which it is a party (including, without limitation, including with respect to all of the Guaranteed LiabilitiesLiens securing the payment and performance of the Secured Obligations) and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby, ; (c) certifies represents and warrants to the Lenders, Lenders that the resolutions and governing documents certified to the Administrative Agent and the Lenders by such Loan Party on the Amendment No. 1 Effective DateDate remain in full force and effect and have not been amended or otherwise modified; (d) represents and warrants to the Lenders that the Xxx Energy Xxxx of Sale attached hereto as Annex II is in substantially final form and will not be amended or modified without the prior written consent of the Administrative Agent; and (e) represents and warrants to the Lenders that as of the date hereof, as applicable, that, immediately after giving effect to the terms of this Agreement and the amendments and transactions occurring on the Effective DateAmendment, (i) the representations and warranties of each Loan Party the Borrower and the Guarantors set forth in the Credit Agreement Agreement, as amended hereby, and in each the other Loan Document Documents are true and correct in all material respects (unless such representation and warranty is #4688537.24 already qualified by materiality materiality, in which case such applicable representation and or warranty are is simply true and correct)) on and as of the date hereof, except to the extent any such representations and warranties are expressly relate limited to an earlier date, in which case they are case, on and as of the date hereof, such representations and warranties continue to be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty are true and correct) as aforesaid as of such specified earlier date and date, (ii) no Default or Event of Default has occurred and is continuing, (d) acknowledges that it is a party to certain Security Instruments securing the Secured Obligations and agrees that according to their terms the Security Instruments to which it is a party will continue in full force and effect to secure the Secured Obligations under the Loan Documents, as the same may be amended, supplemented or otherwise modified, and (eiii) hereby authorizes and directs any Secured Party which is no event, development or circumstance has occurred or exists that has resulted in, or could reasonably be expected to have, a deposit bank at which accounts of any Loan Party are held to deliver to the Administrative Agent a report reflecting the balances of such accounts of the Loan Parties, as may be requested by the Administrative AgentMaterial Adverse Effect.

Ratification and Affirmation; Representations and Warranties. Each of the Guarantors undersigned does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents, as amended hereby, and its obligations thereunder. The Borrower hereby (a) acknowledges the terms of this Agreementacknowledges, (b) ratifies renews and affirms its obligations under, and acknowledges extends its continued liability under, under each Loan Document (including, without limitation, the Guaranteed Liabilities) to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby, notwithstanding the amendments contained herein, (b) confirms and ratifies all of its obligations under the Loan Documents to which it is a party, including its obligations and the Liens granted by it under the Security Documents to which it is a party and confirms that all references in such Security Documents to the “Credit Agreement” (or words of similar import) refer to the Credit Agreement as amended and supplemented hereby without impairing any such obligations or Liens in any respect and (c) certifies represents and warrants to the Lenders, on Lenders that: (i) as of the Effective Date, as applicable, thatdate hereof, after giving effect to the terms of this Agreement and the amendments and transactions occurring on the Effective DateFourth Amendment, (i) all of the representations and warranties of contained in each Loan Party set forth in the Credit Agreement and in each other Loan Document to which it is a party are true and correct in all material respects (unless already qualified except that any such representations and warranties that are modified by materiality in which case such applicable representation and warranty are shall be true and correctcorrect in all respects), except to the extent any such representations and warranties are expressly relate limited to an earlier date, in which case they are case, such representations and warranties shall continue to be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty are true and correct) as of such specified earlier date (except that any such representations and warranties that are modified by materiality shall be true and correct in all respects as of such specified earlier date); and (ii) as of the date hereof, after giving effect to this Fourth Amendment, no Default or Event of Default has occurred and is continuing, (d) acknowledges that it is a party to certain Security Instruments securing the Secured Obligations and agrees that according to their terms the Security Instruments to which it is a party will continue in full force and effect to secure the Secured Obligations under the Loan Documents, as the same may be amended, supplemented or otherwise modified, and (e) hereby authorizes and directs any Secured Party which is a deposit bank at which accounts of any Loan Party are held to deliver to the Administrative Agent a report reflecting the balances of such accounts of the Loan Parties, as may be requested by the Administrative Agent.

Ratification and Affirmation; Representations and Warranties. Each of the Guarantors Borrower and the Borrower each Guarantor hereby: (a) acknowledges the terms of this Agreement, Amendment; (b) ratifies and affirms its obligations underrespective obligations, and acknowledges its respective continued liability underliability, under each Loan Document to which it is a party (including, without limitation, including with respect to all of the Guaranteed LiabilitiesLiens securing the payment and performance of the Secured Obligations) and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby, ; (c) certifies represents and warrants to the Lenders, Lenders that the resolutions and governing documents certified to Administrative Agent and the Lenders by Borrower and such Guarantor on the Effective Datedate of the Credit Agreement remain in full force and effect and have not been amended or otherwise modified; and (d) represents and warrants to the Lenders that as of the date hereof, as applicable, that, immediately after giving effect to the terms of this Agreement and the amendments and transactions occurring on the Effective DateAmendment, (i) the representations and warranties of each Loan Party Borrower and the Guarantors set forth in the Credit Agreement Agreement, as amended hereby, and in each other Loan Document Documents are true and correct in all material respects (unless such representation and warranty is already qualified by materiality materiality, in which case such applicable representation and or warranty are is simply true and correct)) on and as of the date hereof, except to the extent any such representations and warranties are expressly relate limited to an earlier date, in which case they are case, on and as of the date hereof, such representations and warranties continue to be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty are true and correct) as aforesaid as of such specified earlier date and date, (ii) no Default or Event of Default has occurred and is continuing, (d) acknowledges that it is a party to certain Security Instruments securing the Secured Obligations and agrees that according to their terms the Security Instruments to which it is a party will continue in full force and effect to secure the Secured Obligations under the Loan Documents, as the same may be amended, supplemented or otherwise modified, and (eiii) hereby authorizes and directs any Secured Party which is no event, development or circumstance has occurred or exists that has resulted in, or could reasonably be expected to have, a deposit bank at which accounts of any Loan Party are held to deliver to the Administrative Agent a report reflecting the balances of such accounts of the Loan Parties, as may be requested by the Administrative AgentMaterial Adverse Effect.

Ratification and Affirmation; Representations and Warranties. Each of the Guarantors and the Borrower (a) acknowledges the terms of this Agreement, (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document (including, without limitation, the Guaranteed Liabilities) and agrees that each Loan Document remains in full force and effect as expressly amended hereby, (c) certifies to the Lenders, on the Effective Date or the Borrowing Base Amendment Effective Date, as applicable, that, after giving effect to this Agreement and the amendments and transactions occurring on the Effective Date or the Borrowing Base Amendment Effective Date, (i) the representations and warranties of each Loan Party set forth in the Credit Agreement and in each other Loan Document are true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty are true and correct), except to the extent such representations and warranties expressly relate to an earlier date, in which case they are true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty are true and correct) as of such earlier date and (ii) no Default or Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing, continuing and (dc) acknowledges that it is a party to certain Security Instruments securing the Secured Obligations and agrees that according to their terms the Security Instruments to which it is a party will continue in full force and effect to secure the Secured Obligations under the Loan Documents, as the same may be amended, supplemented or otherwise modified, and (e) hereby authorizes and directs any Secured Party which is a deposit bank at which accounts of any Loan Party are held to deliver to the Administrative Agent a report reflecting the balances of such accounts of the Loan Parties, as may be requested by the Administrative Agent.

Ratification and Affirmation; Representations and Warranties. Each of the Guarantors The Borrower and the Borrower each Guarantor hereby (a) acknowledges and agrees to the terms of this Agreement and the Credit Agreement, (b) ratifies represents and affirms its obligations under, and acknowledges its continued liability under, each Loan Document (including, without limitation, the Guaranteed Liabilities) and agrees that each Loan Document remains in full force and effect as expressly amended hereby, (c) certifies warrants to the Lenders, on Administrative Agent and the Effective Date, as applicable, Lenders that, after giving effect to this Agreement and the amendments and transactions occurring on the Effective DateAgreement, (i) the representations and warranties of each Loan Party the Borrower and the Guarantors set forth in the Credit Agreement, this Agreement and in each the other Loan Document Documents are true and correct in all material respects (unless already qualified by materiality in which case such applicable representation on and warranty are true and correct)as of the date hereof, except to the extent any such representations and warranties (A) are expressly relate limited to an earlier date, in which case they are case, on and as of the date hereof, such representations and warranties continue to be true and correct in all material respects as of such specified earlier date or (unless B) are already qualified by materiality materiality, Material Adverse Effect or a similar qualification, in which case case, such applicable representation representations and warranty warranties are true and correct) as of such earlier date correct in all respects and (ii) no Borrowing Base Deficiency, Default or Event of Default has occurred and is continuingcontinuing as of the date hereof and (c) ratifies and affirms the covenants, (d) acknowledges that it is a party guarantees, pledges, grants of Liens and agreements or other commitments applicable to certain Security Instruments securing the Secured Obligations and agrees that according to their terms the Security Instruments such Loan Party contained in each Loan Document to which it is a party will continue party. The amendment of the Credit Agreement pursuant to this Agreement and all other Loan Documents amended and/or executed and delivered in full force and effect to secure the Secured Obligations under the Loan Documents, as the same may be amended, supplemented or otherwise modifiedconnection herewith is not intended to, and (e) hereby authorizes and directs shall not, constitute a novation of the Credit Agreement or any Secured Party which is a deposit bank at which accounts of any the other Loan Party are held to deliver Documents as in effect immediately prior to the Administrative Agent a report reflecting the balances of such accounts of the Loan Parties, as may be requested by the Administrative Agent.Amendment No. 4

Ratification and Affirmation; Representations and Warranties. Each of the Guarantors and the Borrower Obligor hereby (a) acknowledges the terms of this Agreement, Amendment; (b) ratifies and affirms its obligations (including, without limitation, each Guarantor’s guarantees) under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document (including, without limitation, the Guaranteed Liabilities) to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby, (c) certifies ratifies and affirms its pledges and grants of security interests and Liens under each of the Loan Documents to which it is party and agrees that, notwithstanding the effectiveness of this Amendment and the transactions contemplated hereby, such pledges and grants of security interests and Liens shall remain in full force and effect and (d) represents and warrants to the LendersLenders that on and as of the date hereof, on the Effective Date, as applicable, that, and immediately after giving effect to the terms of this Agreement and the amendments and transactions occurring on the Effective Date, Amendment: (i) all of the representations and warranties of contained in each Loan Party set forth in the Credit Agreement and in each other Loan Document to which it is a party are true and correct in all material respects (unless already qualified by except those which have a materiality in qualifier, which case such applicable representation and warranty are shall be true and correctcorrect as so qualified), except to the extent any such representations and warranties are expressly relate limited to an earlier date, in which case they are case, such representations and warranties shall continue to be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty are true and correct) as of such specified earlier date and date; (ii) no Default or Event of Default has occurred and is continuing, (d) acknowledges that it is a party to certain Security Instruments securing the Secured Obligations and agrees that according to their terms the Security Instruments to which it is a party will continue in full force and effect to secure the Secured Obligations under the Loan Documents, as the same may be amended, supplemented or otherwise modified, continuing and (eiii) hereby authorizes and directs any Secured Party no event or events have occurred which is individually or in the aggregate could reasonably be expected to have a deposit bank at which accounts of any Loan Party are held to deliver to the Administrative Agent a report reflecting the balances of such accounts of the Loan Parties, as may be requested by the Administrative AgentMaterial Adverse Effect.

Ratification and Affirmation; Representations and Warranties. Each of the Guarantors Borrower and the Borrower each Guarantor hereby: (a) acknowledges the terms of this Agreement, Amendment, (b) ratifies and affirms its obligations undertheir respective obligations, and acknowledges its their respective continued liability underliability, under each Loan Document to which it is a party (including, without limitation, including with respect to all of the Guaranteed LiabilitiesLiens securing the payment and performance of the Secured Obligations) and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby, , (c) certifies represents and warrants to the Lenders, Lenders that the resolutions and governing documents certified to the Administrative Agent and the Lenders by such Loan Party on the Effective Datedate of the Credit Agreement remain in full force and effect and have not been amended or otherwise modified, and (d) represents and warrants to the Lenders that as applicableof the date hereof, that, immediately after giving effect to the terms of this Agreement and the amendments and transactions occurring on the Effective DateAmendment, (i) the representations and warranties of each Loan Party the Borrower and the Guarantors set forth in the Credit Agreement Agreement, as amended hereby, and in each the other Loan Document Documents are true and correct in all material respects (unless such representation and warranty is already qualified by materiality materiality, in which case such applicable representation and or warranty are is simply true and correct)) on and as of the date hereof, except to the extent any such representations and warranties are expressly relate limited to an earlier date, in which case they are case, on and as of the date hereof, such representations and warranties continue to be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty are true and correct) as aforesaid as of such specified earlier date and date, (ii) no Default or Event of Default has occurred and is continuing, (d) acknowledges that it is a party to certain Security Instruments securing the Secured Obligations and agrees that according to their terms the Security Instruments to which it is a party will continue in full force and effect to secure the Secured Obligations under the Loan Documents, as the same may be amended, supplemented or otherwise modified, and (eiii) hereby authorizes and directs any Secured Party which is no event, development or circumstance has occurred or exists that has resulted in, or could reasonably be expected to have, a deposit bank at which accounts of any Loan Party are held to deliver to the Administrative Agent a report reflecting the balances of such accounts of the Loan Parties, as may be requested by the Administrative AgentMaterial Adverse Effect.

Ratification and Affirmation; Representations and Warranties. Each of the Guarantors Parent Guarantor and the Borrower hereby (a) acknowledges the terms of this Agreement, (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document (including, without limitation, the Guaranteed Liabilities) to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, in each case as expressly amended hereby, hereby and (cb) certifies represents and warrants to the Lenders, on Lenders that as of the Effective Date, as applicable, thatdate hereof, after giving effect to the terms of this Agreement and the amendments and transactions occurring on the Effective Date, Amendment: (i) all of the representations and warranties of contained in each Loan Party set forth in the Credit Agreement and in each other Loan Document to which it is a party are true and correct in all material respects (unless or, if already qualified by materiality in which case such applicable representation and warranty are materiality, Material Adverse Effect or a similar qualification, true and correctcorrect in all respects), except to the extent any such representations and warranties are expressly relate limited to an earlier date, in which case they are such representations and warranties shall be true and correct in all material respects (unless or, if already qualified by materiality in which case such applicable representation and warranty are materiality, Material Adverse Effect or a similar qualification, true and correctcorrect in all respects) as of such specified earlier date and date; and (ii) no Default or Event of Default has occurred and is continuing. Without limiting the generality of the foregoing, (d) acknowledges that it is a party to certain Security Instruments securing the Secured Obligations and agrees that according to their terms the Security Instruments and all of the collateral described therein do and shall continue to which it is a party will continue secure, in full force and effect to secure accordance with the Secured Obligations terms of such Security Instruments, the payment of all Indebtedness of the Loan Parties under the Loan Documents, in each case, as the same may be amendedamended by this Amendment. The execution, supplemented or otherwise modifieddelivery and effectiveness of this Amendment shall not, and (e) hereby authorizes and directs any Secured Party which is except as expressly provided herein, operate as a deposit bank at which accounts waiver of any Loan Party are held to deliver to right, power or remedy of any Lender or the Administrative Agent a report reflecting the balances of such accounts under any of the Loan PartiesDocuments, as may be requested by nor constitute a waiver of any provision of any of the Administrative AgentLoan Documents.

Ratification and Affirmation; Representations and Warranties. Each of the Guarantors undersigned does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents, as amended hereby, and its obligations thereunder. The Borrower hereby (a) acknowledges the terms of this Agreementacknowledges, (b) ratifies renews and affirms its obligations under, and acknowledges extends its continued liability under, under each Loan Document (including, without limitation, the Guaranteed Liabilities) to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby, notwithstanding the amendments contained herein, (b) confirms and ratifies all of its obligations under the Loan Documents to which it is a party, including its obligations and the Liens granted by it under the Security Documents to which it is a party, (c) certifies confirms that all references in such Security Documents to the Lenders, on “Credit Agreement” (or words of similar import) refer to the Effective Date, Credit Agreement as applicable, amended and supplemented hereby without impairing any such obligations or Liens in any respect and (d) represents and warrants to the Lenders that: (i) as of the date hereof, after giving effect to the terms of this Agreement and the amendments and transactions occurring on the Effective DateSixth Amendment, (i) all of the representations and warranties of contained in each Loan Party set forth in the Credit Agreement and in each other Loan Document to which it is a party are true and correct in all material respects (unless already qualified except that any such representations and warranties that are modified by materiality in which case such applicable representation and warranty are shall be true and correctcorrect in all respects), except to the extent any such representations and warranties are expressly relate limited to an earlier date, in which case they are case, such representations and warranties shall continue to be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty are true and correct) as of such specified earlier date (except that any such representations and warranties that are modified by materiality shall be true and correct in all respects as of such specified earlier date); and (ii) as of the date hereof, after giving effect to this Sixth Amendment, no Default or Event of Default has occurred and is continuing, (d) acknowledges that it is a party to certain Security Instruments securing the Secured Obligations and agrees that according to their terms the Security Instruments to which it is a party will continue in full force and effect to secure the Secured Obligations under the Loan Documents, as the same may be amended, supplemented or otherwise modified, and (e) hereby authorizes and directs any Secured Party which is a deposit bank at which accounts of any Loan Party are held to deliver to the Administrative Agent a report reflecting the balances of such accounts of the Loan Parties, as may be requested by the Administrative Agent.

Ratification and Affirmation; Representations and Warranties. Each of the Guarantors and the Borrower Loan Party hereby (a) acknowledges the terms of this Agreement, Amendment; (b) ratifies and affirms (i) its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document (including, without limitation, the Guaranteed Liabilities) 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 and (ii) that the Liens created by the Loan Documents to which it is a party are valid and continuing and secure the Obligations in accordance with the terms thereof, in each case, notwithstanding the amendments contained herein; (c) agrees that its guarantee under the Guarantee and Collateral Agreement remains in full force and effect as expressly amended hereby, (c) certifies with respect to the Lenders, on Obligations; (d) agrees that from and after the Sixth Amendment Effective DateDate (i) each reference to the Credit Agreement in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as applicable, thatamended by this Amendment and (ii) this Amendment does not constitute a novation of the Credit Agreement or any other Loan Document; and (e) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Agreement and the amendments and transactions occurring on the Effective Date, Amendment: (i) all of the representations and warranties of contained in each Loan Party set forth in the Credit Agreement and in each other Loan Document to which it is a party are true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty are true and correct)respects, except to the extent any such representations and warranties expressly are stated to relate solely to an earlier date, in which case they are case, such representations and warranties shall have been true and correct in all material respects (unless already qualified by materiality in which case such applicable representation on and warranty are true and correct) 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 such Loan Document) and (ii) no Default or Event of Default has occurred and is continuing, (d) acknowledges that it is a party to certain Security Instruments securing the Secured Obligations and agrees that according to their terms the Security Instruments to which it is a party will continue in full force and effect to secure the Secured Obligations under the Loan Documents, as the same may be amended, supplemented or otherwise modified, and (e) hereby authorizes and directs any Secured Party which is a deposit bank at which accounts of any Loan Party are held to deliver to the Administrative Agent a report reflecting the balances of such accounts of the Loan Parties, as may be requested by the Administrative Agent.

Ratification and Affirmation; Representations and Warranties. Each of the Guarantors The Borrower and the Borrower each Guarantor hereby: (a) acknowledges and consents to the terms of this Agreement, Amendment; (b) ratifies and affirms its obligations underobligations, and acknowledges acknowledges, renews and extends its continued liability underliability, under each Loan Document (including, without limitation, the Guaranteed Liabilities) to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, as expressly amended herebyhereby (subject to subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law)); (c) certifies to agrees that from and after the Lenders, on the First Amendment Effective Date, each reference to the Credit Agreement in the Loan Documents shall be deemed to be a reference to the Credit Agreement, as applicable, thatamended by this Amendment; and (d) represents and warrants to the Agents and the Lenders that as of the date hereof, after giving effect to the terms of this Agreement and the amendments and transactions occurring on the Effective Date, Amendment: (i) the all representations and warranties of each Loan Party set forth contained in this Amendment, the Credit Agreement and in each the other Loan Document Documents are true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty are true and correct)respects, except to the extent such representations and warranties expressly specifically relate to an earlier date, in which case they are such representations and warranties shall have been true and correct in all material respects (unless already qualified by materiality in which case such applicable representation on and warranty are true and correct) as of such earlier date date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text hereof or thereof and (ii) no Default or Event of Default event has occurred and is continuing, (d) acknowledges continuing that it is would constitute an Event of Default or a party to certain Security Instruments securing the Secured Obligations and agrees that according to their terms the Security Instruments to which it is a party will continue in full force and effect to secure the Secured Obligations under the Loan Documents, as the same may be amended, supplemented or otherwise modified, and (e) hereby authorizes and directs any Secured Party which is a deposit bank at which accounts of any Loan Party are held to deliver to the Administrative Agent a report reflecting the balances of such accounts of the Loan Parties, as may be requested by the Administrative AgentDefault.

Ratification and Affirmation; Representations and Warranties. Each of the Guarantors undersigned does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents, as amended hereby, and its obligations thereunder. The Borrower hereby (a) acknowledges the terms of this Agreementacknowledges, (b) ratifies renews and affirms its obligations under, and acknowledges extends its continued liability under, under each Loan Document (including, without limitation, the Guaranteed Liabilities) to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby, notwithstanding the amendments contained herein, (b) confirms and ratifies all of its obligations under the Loan Documents to which it is a party, including its obligations and the Liens granted by it under the Security Documents to which it is a party and confirms that all references in such Security Documents to the “Credit Agreement” (or words of similar import) refer to the Credit Agreement as amended and supplemented hereby without impairing any such obligations or Liens in any respect and (c) certifies represents and warrants to the Lenders, on Lenders that: (i) as of the Effective Date, as applicable, thatdate hereof, after giving effect to the terms of this Agreement and the amendments and transactions occurring on the Effective DateSecond Amendment, (i) all of the representations and warranties of contained in each Loan Party set forth in the Credit Agreement and in each other Loan Document to which it is a party are true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty are true and correct)respects, except to the extent any such representations and warranties are expressly relate limited to an earlier date, in which case they are case, such representations and warranties shall continue to be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty are true and correct) as of such specified earlier date date); provided that the representations and warranties with respect to the Specified Acquired Business shall be limited to the extent set forth in the penultimate paragraph of the Commitment Letter, and (ii) as of the date hereof, after giving effect to this Second Amendment, no Default or Event of Default has occurred and is continuing, (d) acknowledges that it is a party to certain Security Instruments securing the Secured Obligations and agrees that according to their terms the Security Instruments to which it is a party will continue in full force and effect to secure the Secured Obligations under the Loan Documents, as the same may be amended, supplemented or otherwise modified, and (e) hereby authorizes and directs any Secured Party which is a deposit bank at which accounts of any Loan Party are held to deliver to the Administrative Agent a report reflecting the balances of such accounts of the Loan Parties, as may be requested by the Administrative Agent.

Ratification and Affirmation; Representations and Warranties. Each of the Guarantors Borrower and the Borrower each Guarantor hereby: (a) acknowledges the terms of this Agreement, Amendment, (b) ratifies and affirms its obligations undertheir respective obligations, and acknowledges its their respective continued liability underliability, under each Loan Document to which it is a party (including, without limitation, including with respect to all of the Guaranteed LiabilitiesLiens securing the payment and performance of the Secured Obligations) and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby, , (c) certifies represents and warrants to the Lenders, Lenders that the resolutions and governing documents certified to the Administrative Agent and the Lenders by such Loan Party on the Amendment No. 1 Effective DateDate remain in full force and effect and have not been amended or otherwise modified, and (d) represents and warrants to the Lenders that as applicableof the date hereof, that, immediately after giving effect to the terms of this Agreement and the amendments and transactions occurring on the Effective Date, Amendment (i) the representations and warranties of each Loan Party the Borrower and the Guarantors set forth in the Credit Agreement Agreement, as amended hereby, and in each the other Loan Document Documents are true and correct in all material respects (unless such representation and warranty is already qualified by materiality materiality, in which case such applicable representation and or warranty are is simply true and correct)) on and as of the date hereof, except to the extent any such representations and warranties are expressly relate limited to an earlier date, in which case they are case, on and as of the date hereof, such representations and warranties continue to be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty are true and correct) as aforesaid as of such specified earlier date and date, (ii) no Default or Event of Default has occurred and is continuing, (d) acknowledges that it is a party to certain Security Instruments securing the Secured Obligations and agrees that according to their terms the Security Instruments to which it is a party will continue in full force and effect to secure the Secured Obligations under the Loan Documents, as the same may be amended, supplemented or otherwise modified, and (eiii) hereby authorizes and directs any Secured Party which is no event, development or circumstance has occurred or exists that has resulted in, or could reasonably be expected to have, a deposit bank at which accounts of any Loan Party are held to deliver to the Administrative Agent a report reflecting the balances of such accounts of the Loan Parties, as may be requested by the Administrative AgentMaterial Adverse Effect.

Ratification and Affirmation; Representations and Warranties. Each of the Guarantors undersigned does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents, as amended hereby, and its obligations thereunder. The Borrower hereby (a) acknowledges the terms of this Agreementacknowledges, (b) ratifies renews and affirms its obligations under, and acknowledges extends its continued liability under, under each Loan Document (including, without limitation, the Guaranteed Liabilities) to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby, notwithstanding the amendments contained herein, (b) confirms and ratifies all of its obligations under the Loan Documents to which it is a party, including its obligations and the Liens granted by it under the Security Documents to which it is a party, (c) certifies confirms that all references in such Security Documents to the Lenders, on “Credit Agreement” (or words of similar import) refer to the Effective Date, Credit Agreement as applicable, amended and supplemented hereby without impairing any such obligations or Liens in any respect and (d) represents and warrants to the Lenders that: (i) as of the date hereof, after giving effect to the terms of this Agreement and the amendments and transactions occurring on the Effective DateSeventh Amendment, (i) all of the representations and warranties of contained in each Loan Party set forth in the Credit Agreement and in each other Loan Document to which it is a party are true and correct in all material respects (unless already qualified except that any such representations and warranties that are modified by materiality in which case such applicable representation and warranty are shall be true and correctcorrect in all respects), except to the extent any such representations and warranties are expressly relate limited to an earlier date, in which case they are case, such representations and warranties shall continue to be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty are true and correct) as of such specified earlier date (except that any such representations and warranties that are modified by materiality shall be true and correct in all respects as of such specified earlier date); and (ii) as of the date hereof, after giving effect to this Seventh Amendment, no Default or Event of Default has occurred and is continuing, (d) acknowledges that it is a party to certain Security Instruments securing the Secured Obligations and agrees that according to their terms the Security Instruments to which it is a party will continue in full force and effect to secure the Secured Obligations under the Loan Documents, as the same may be amended, supplemented or otherwise modified, and (e) hereby authorizes and directs any Secured Party which is a deposit bank at which accounts of any Loan Party are held to deliver to the Administrative Agent a report reflecting the balances of such accounts of the Loan Parties, as may be requested by the Administrative Agent.

Ratification and Affirmation; Representations and Warranties. Each of the Guarantors Borrower and the Borrower each Guarantor hereby: (a) acknowledges the terms of this Agreement, Amendment; (b) ratifies and affirms its obligations undertheir respective obligations, and acknowledges its their respective continued liability underliability, under each Loan Document to which it is a party (including, without limitation, including with respect to all of the Guaranteed LiabilitiesLiens securing the payment and performance of the Secured Obligations) and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby, ; (c) certifies represents and warrants to the Lenders, Lenders that the resolutions and governing documents certified to the Administrative Agent and the Lenders by such Loan Party on the Amendment No. 1 Effective DateDate remain in full force and effect and have not been amended or otherwise modified; and (d) represents and warrants to the Lenders that as of the date hereof, as applicable, that, immediately after giving effect to the terms of this Agreement and the amendments and transactions occurring on the Effective DateAmendment, (i) the representations and warranties of each Loan Party the Borrower and the Guarantors set forth in the Credit Agreement Agreement, as amended hereby, and in each the other Loan Document Documents are true and correct in all material respects (unless such representation and warranty is already qualified by materiality materiality, in which case such applicable representation and or warranty are is simply true and correct)) on and as of the date hereof, except to the extent any such representations and warranties are expressly relate limited to an earlier date, in which case they are case, on and as of the date hereof, such representations and warranties continue to be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty are true and correct) as aforesaid as of such specified earlier date and date, (ii) no Default or Event of Default has occurred and is continuing, (d) acknowledges that it is a party to certain Security Instruments securing the Secured Obligations and agrees that according to their terms the Security Instruments to which it is a party will continue in full force and effect to secure the Secured Obligations under the Loan Documents, as the same may be amended, supplemented or otherwise modified, and (eiii) hereby authorizes and directs any Secured Party which is no event, development or circumstance has occurred or exists that has resulted in, or could reasonably be expected to have, a deposit bank at which accounts of any Loan Party are held to deliver to the Administrative Agent a report reflecting the balances of such accounts of the Loan Parties, as may be requested by the Administrative AgentMaterial Adverse Effect.

Ratification and Affirmation; Representations and Warranties. Each of the Guarantors The Borrower and the Borrower each Guarantor hereby (a) acknowledges and agrees to the terms of this Agreement and the Credit Agreement, (b) ratifies represents and affirms its obligations under, and acknowledges its continued liability under, each Loan Document (including, without limitation, the Guaranteed Liabilities) and agrees that each Loan Document remains in full force and effect as expressly amended hereby, (c) certifies warrants to the Lenders, on Administrative Agent and the Effective Date, as applicable, Lenders that, after giving effect to this Agreement and the amendments and transactions occurring on the Effective DateAgreement, (i) the representations and warranties of each Loan Party the Borrower and the Guarantors set forth in the Credit Agreement, this Agreement and in each the other Loan Document Documents are true and correct in all material respects (unless already qualified by materiality in which case such applicable representation on and warranty are true and correct)as of the date hereof, except to the extent any such representations and warranties (A) are expressly relate limited to an earlier date, in which case they are case, on and as of the date hereof, such representations and warranties continue to be true and correct in all material respects as of such specified earlier date or (unless B) are already qualified by materiality materiality, Material Adverse Effect or a similar qualification, in which case case, such applicable representation representations and warranty warranties are true and correct) as of such earlier date correct in all respects and (ii) no Borrowing Base Deficiency, Default or Event of Default has occurred and is continuingcontinuing as of the date hereof and (c) ratifies and affirms the covenants, (d) acknowledges that it is a party guarantees, pledges, grants of Liens and agreements or other commitments applicable to certain Security Instruments securing the Secured Obligations and agrees that according to their terms the Security Instruments such Loan Party contained in each Loan Document to which it is a party will continue party. The amendment of the Credit Agreement pursuant to this Agreement and all other Loan Documents amended and/or executed and delivered in full force and effect to secure the Secured Obligations under the Loan Documents, as the same may be amended, supplemented or otherwise modifiedconnection herewith is not intended to, and (e) hereby authorizes and directs shall not, constitute a novation of the Credit Agreement or any Secured Party which is a deposit bank at which accounts of any the other Loan Party are held to deliver Documents as in effect immediately prior to the Administrative Agent a report reflecting the balances of such accounts of the Loan Parties, as may be requested by the Administrative Agent.Amendment No. 3

Ratification and Affirmation; Representations and Warranties. Each of the Guarantors Borrower and the Borrower (a) each Guarantor hereby: a. acknowledges the terms of this Agreement, (b) Amendment; b. ratifies and affirms its obligations undertheir respective obligations, and acknowledges its their respective continued liability underliability, under each Loan Document to which it is a party (including, without limitation, including with respect to all of the Guaranteed LiabilitiesLiens securing the payment and performance of the Secured Obligations) and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby, (c) certifies ; 001955-0001-Active.16700105.9 c. represents and warrants to the Lenders, Lenders that the resolutions and governing documents certified to the Administrative Agent and the Lenders by such Loan Party on the Effective Datedate of the Credit Agreement remain in full force and effect and have not been amended or otherwise modified; and d. represents and warrants to the Lenders that as of the date hereof, as applicable, that, immediately after giving effect to the terms of this Agreement and the amendments and transactions occurring on the Effective DateAmendment, (i) the representations and warranties of each Loan Party the Borrower and the Guarantors set forth in the Credit Agreement Agreement, as amended hereby, and in each the other Loan Document Documents are true and correct in all material respects (unless such representation and warranty is already qualified by materiality materiality, in which case such applicable representation and or warranty are is simply true and correct)) on and as of the date hereof, except to the extent any such representations and warranties are expressly relate limited to an earlier date, in which case they are case, on and as of the date hereof, such representations and warranties continue to be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty are true and correct) as aforesaid as of such specified earlier date and date, (ii) no Default or Event of Default has occurred and is continuing, (d) acknowledges that it is a party to certain Security Instruments securing the Secured Obligations and agrees that according to their terms the Security Instruments to which it is a party will continue in full force and effect to secure the Secured Obligations under the Loan Documents, as the same may be amended, supplemented or otherwise modified, and (eiii) hereby authorizes and directs any Secured Party which is no event, development or circumstance has occurred or exists that has resulted in, or could reasonably be expected to have, a deposit bank at which accounts of any Loan Party are held to deliver to the Administrative Agent a report reflecting the balances of such accounts of the Loan Parties, as may be requested by the Administrative AgentMaterial Adverse Effect.

Ratification and Affirmation; Representations and Warranties. Each of the Guarantors and the The Borrower hereby (a) acknowledges the terms of this Agreement, (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document (including, without limitation, the Guaranteed Liabilities) to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby, notwithstanding the amendments contained herein and (cb) certifies represents and warrants to the Lenders, on the Effective DateLenders that, as applicableof the date hereof, that, both before and after giving effect to this Agreement and the amendments and transactions occurring on the Effective Date, hereto: (i) the representations and warranties of each Loan Party set forth in the Credit Agreement and contained in each other Loan Document are true and correct accurate in all material respects (unless already qualified by materiality or Material Adverse Change, in which case such applicable representation and warranty are is true and correct), accurate in all respects) on and as of the date hereof as though made on and as of such date (except to the extent that such representations and warranties expressly relate solely to an earlier date, and except that for purposes hereof, the representations and warranties contained in which case they are true Section 3.01(f) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Sections 4.01(a) and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty are true and correctb) as of such earlier date and thereof), (ii) no Default or Event of Default event has occurred and is continuingcontinuing or would result herefrom which constitutes an Event of Default or a Default and (iii) no Material Adverse Effect has occurred. Borrower, (d) Administrative Agent and Lenders each acknowledges that it is a party to certain Security Instruments securing the Secured Obligations and agrees that according any and all Obligations are secured by the Collateral Agreement and the other Security Documents with respect to their terms the Collateral pledged thereunder. Borrower hereby re-pledges, re-grants and re-assigns a Lien in favor of Administrative Agent for the benefit of Lenders on all Property of Borrower described as Collateral in the Collateral Agreement and the other Security Instruments to which it is a party will continue in full force and effect Documents to secure the Secured Obligations under the Loan Documents, as the same may be amended, supplemented or otherwise modified, and (e) hereby authorizes and directs any Secured Party which is a deposit bank at which accounts of any Loan Party are held to deliver to the Administrative Agent a report reflecting the balances of such accounts of the Loan Parties, as may be requested by the Administrative AgentObligations.

Ratification and Affirmation; Representations and Warranties. (a) Each of the Guarantors Parent Guarantor and the Successor Borrower hereby (a) acknowledges the terms of this Agreement, (b1) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document (including, without limitation, the Guaranteed Liabilitiesjoinder and assumption of all obligations and liabilities (including, without limitation, all of the Indebtedness) of the Successor Borrower as, and succession and substitution to, the Borrower under each of the Credit Agreement, the Guaranty Agreement, the Notes, and the other Loan Documents) to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby, hereby and (c2) certifies represents and warrants to the Lenders, on Lenders that as of the Effective Date, as applicable, thatdate hereof, after giving effect to the terms of this Agreement and the amendments and transactions occurring on the Effective Date, Agreement: (i) all of the representations and warranties of contained in each Loan Party set forth in the Credit Agreement and in each other Loan Document to which it is a party are true and correct in all material respects (unless or, if already qualified by materiality in which case such applicable representation and warranty are materiality, Material Adverse Effect or a similar qualification, true and correctcorrect in all respects), except to the extent any such representations and warranties are expressly relate limited to an earlier date, in which case they are such representations and warranties shall be true and correct in all material respects (unless or, if already qualified by materiality in which case such applicable representation and warranty are materiality, Material Adverse Effect or a similar qualification, true and correctcorrect in all respects) as of such specified earlier date and date; and (ii) no Default or Event of Default has occurred and is continuing, . (db) acknowledges that it is a party to certain Security Instruments securing the Secured Obligations The Successor Borrower represents and agrees that according to their terms the Security Instruments to which it is a party will continue in full force and effect to secure the Secured Obligations under the Loan Documents, as the same may be amended, supplemented or otherwise modified, and (e) hereby authorizes and directs any Secured Party which is a deposit bank at which accounts of any Loan Party are held to deliver warrants to the Administrative Agent and the other Secured Parties that this Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a report reflecting the balances of such accounts of the Loan Parties, as may be requested by the Administrative Agentproceeding in equity or at law.

Ratification and Affirmation; Representations and Warranties. Each of the Guarantors Borrower and the Borrower each Guarantor hereby: (a) acknowledges the terms of this Agreement, Amendment; (b) ratifies and affirms its obligations undertheir respective obligations, and acknowledges its their respective continued liability underliability, under each Loan Document to which it is a party (including, without limitation, including with respect to all of the Guaranteed LiabilitiesLiens securing the payment and performance of the Secured Obligations) and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby, ; (c) certifies represents and warrants to the Lenders, Lenders that the resolutions and governing documents certified to the Administrative Agent and the Lenders by such Loan Party on the Effective Datedate of the Credit Agreement remain in full force and effect and have not been amended or otherwise modified; and (d) represents and warrants to the Lenders that as of the date hereof, as applicable, that, immediately after giving effect to the terms of this Agreement and the amendments and transactions occurring on the Effective DateAmendment, (i) the representations and warranties of each Loan Party the Borrower and the Guarantors set forth in the Credit Agreement Agreement, as amended hereby, and in each the other Loan Document Documents are true and correct in all material respects (unless such representation and warranty is already qualified by materiality materiality, in which case such applicable representation and or warranty are is simply true and correct)) on and as of the date hereof, except to the extent any such representations and warranties are expressly relate limited to an earlier date, in which case they are case, on and as of the date hereof, such representations and warranties continue to be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty are true and correct) as aforesaid as of such specified earlier date and date, (ii) no Default or Event of Default has occurred and is continuing, (d) acknowledges that it is a party to certain Security Instruments securing the Secured Obligations and agrees that according to their terms the Security Instruments to which it is a party will continue in full force and effect to secure the Secured Obligations under the Loan Documents, as the same may be amended, supplemented or otherwise modified, and (eiii) hereby authorizes and directs any Secured Party which is no event, development or circumstance has occurred or exists that has resulted in, or could reasonably be expected to have, a deposit bank at which accounts of any Loan Party are held to deliver to the Administrative Agent a report reflecting the balances of such accounts of the Loan Parties, as may be requested by the Administrative AgentMaterial Adverse Effect.

Ratification and Affirmation; Representations and Warranties. Each of the Guarantors and the Borrower (a) acknowledges the terms of this Agreement, (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document (including, without limitation, the Guaranteed Liabilities) and agrees that each Loan Document remains in full force and effect as expressly amended hereby, (c) certifies to the Lenders, on the Effective Date, as applicable, that, after giving effect to this Agreement and the amendments and transactions occurring on the Effective Date, (i) the representations and warranties of each Loan Party set forth in the Credit Agreement and in each other Loan Document are true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty are true and correct), except to the extent such representations and warranties expressly relate to an earlier date, in which case they are true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty are true and correct) as of such earlier date and (ii) no Default or Event of Default has occurred and is continuing, (d) acknowledges that it is a party to certain Security Instruments securing the Secured Obligations and agrees that according to their terms the Security Instruments to which it is a party will continue in full force and effect to secure the Secured Obligations under the Loan Documents, as the same may be amended, supplemented or otherwise modified, and (e) hereby authorizes and directs any Secured Party which is a 007870-0083-00000000.2 deposit bank at which accounts of any Loan Party are held to deliver to the Administrative Agent a report reflecting the balances of such accounts of the Loan Parties, as may be requested by the Administrative Agent.