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

Ratification and Affirmation; Representations and Warranties. Each of the Borrowers and other Loan Parties does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents to which it is a party, as amended hereby, and its obligations thereunder. Each of the Loan Parties hereby (a) acknowledges, renews and extends its continued liability under, each Loan Document, as amended hereby, to which it is a party and agrees that each Loan Document, as amended hereby, to which it is a party remains in full force and effect, notwithstanding the amendments contained herein and (b) represents and warrants to the Administrative Agent and the Lenders that: (i) as of the date hereof and as of the Fifth Amendment Effective Date, after giving effect to the terms of this Amendment, all of the representations and warranties contained in each Loan Document, or which are contained in any document furnished at any time under or in connection therewith, to which it is a party are true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects), except to the extent any such representations and warranties specifically refer to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) as of such specified earlier date, (ii) (A) as of the date hereof and as of the Fifth Amendment Effective Date, no Default or Event of Default has occurred and is continuing and (B) immediately after giving effect to this Amendment, no Default or Event of Default will have occurred and be continuing and (iii) neither of the Borrowers nor any of their Subsidiaries is an EEA Financial Institution.

Ratification and Affirmation; Representations and Warranties. Each of the Borrowers and other Loan Parties does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents to which it is a party, as amended hereby, and its obligations thereunder. Each of the Loan Parties Combined Borrower hereby (a) acknowledges the terms of this Agreement; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, each Loan Document, Document (as amended hereby, defined in the applicable Combined Credit Agreement as used in this Section) to which it is a party and agrees that each Loan Document, as amended hereby, Document to which it is a party remains in full force and effect, notwithstanding the amendments contained herein ; and (bc) represents and warrants to the Administrative Agent and Lenders (as defined in the Lenders that: (iapplicable Combined Credit Agreement) that as of the date hereof and as of the Fifth Amendment Effective Datehereof, after giving effect to the terms of this AmendmentAgreement: except with respect to Section 7.18 of the Canadian Credit Agreement and Section 7.18 of the U.S. Credit Agreement, all of the representations and warranties contained in each Loan Document, or which are contained in any document furnished at any time under or in connection therewith, Document to which it is a party are true and correct in all material respects (except for such representations on and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects)as of the Effective Date, except that to the extent any such representations and warranties specifically refer are (x) expressly limited to an earlier date, in which case, on the Effective Date such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date and (except for y) qualified by materiality, such representations and warranties that have a materiality or Material Adverse Effect qualification, which (as so qualified) shall continue to be true and correct in all respects. Each Guarantor (as defined in the applicable Combined Credit Agreement) acknowledges the terms of this Agreement. The Combined Borrowers and each Guarantor ratifies and affirms (1) its respective obligations under the Loan Documents to which it is a party (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 such specified earlier datewhich shall continue in full force and effect, and (ii2) (A) as of that the date hereof and as of Liens created by the Fifth Amendment Effective DateLoan Documents to which it is a party are valid, no Default or Event of Default has occurred and is continuing and (B) immediately after giving effect to this Amendmentenforceable and secure the Secured Indebtedness or Canadian Secured Indebtedness, no Default or Event of Default will have occurred and be continuing and (iii) neither of as the Borrowers nor any of their Subsidiaries case may be, in accordance with the terms thereof. This Agreement is an EEA Financial Institutiona Loan Document.

Ratification and Affirmation; Representations and Warranties. Each The Borrower and each of the Borrowers and other Loan Parties does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents to which it is a partyDocuments, as amended hereby, and its obligations thereunder. Each of the Loan Parties Borrower and the Subsidiary Guarantors hereby (a) acknowledges, renews and extends its continued liability under, each Loan Document, as amended hereby, to which it is a party and agrees that each Loan Document, as amended hereby, to which it is a party remains in full force and effect, notwithstanding the amendments contained herein and (b) represents and warrants to the Administrative Agent and the Lenders that: (i) as of the date hereof and as of the Fifth Amendment Effective Date, after giving effect to the terms of this Amendment, all of the representations and warranties contained in each Loan Document, or which are contained in any document furnished at any time under or in connection therewith, Document to which it is a party are true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects), except to the extent any such representations and warranties specifically refer are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) as of such specified earlier date, date and (ii) (A) as of the date hereof and as of the Fifth Amendment Effective Date, no Default or Event of Default has occurred and is continuing and (B) immediately after giving effect to this Amendment, no Default or Event of Default will have occurred and be continuing and (iii) neither of the Borrowers nor any of their Subsidiaries is an EEA Financial Institutioncontinuing.

Ratification and Affirmation; Representations and Warranties. Each The Borrower and each of the Borrowers and other Loan Parties does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents to which it is a partyDocuments, in each case, as amended hereby, and its obligations thereunder. Each of the Loan Parties Borrower and the Subsidiary Guarantors hereby (a) acknowledges, renews and extends its continued liability under, each Loan Document, as amended hereby, to which it is a party and agrees that each Loan Document, as amended hereby, to which it is a party remains in full force and effect, notwithstanding the amendments contained herein and (b) represents and warrants to the Administrative Agent and the Lenders that: (i) as of the date hereof and as of the Fifth Amendment Effective Date, after giving effect to the terms of this Amendment, all of the representations and warranties contained in each Loan Document, or which are contained in any document furnished at any time under or in connection therewith, Document to which it is a party are true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects), except to the extent any such representations and warranties specifically refer are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) as of such specified earlier date, date and (ii) (A) as of the date hereof and as of the Fifth Amendment Effective Date, (A) immediately before giving effect to this Amendment, no Default or Event of Default has occurred and is continuing and (B) immediately after giving effect to this Amendment, no Default or Event of Default will have occurred and be continuing and (iii) neither of the Borrowers nor any of their Subsidiaries is an EEA Financial Institutioncontinuing.

Ratification and Affirmation; Representations and Warranties. Each of the Borrowers and other Loan Parties does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents to which it is a party, as amended hereby, and its obligations thereunder. Each of the Loan Parties hereby (a) acknowledges, renews and extends its continued liability under, each Loan Document, as amended hereby, to which it is a party and agrees that each Loan Document, as amended hereby, to which it is a party remains in full force and effect, notwithstanding the amendments contained herein and (b) represents and warrants to the Administrative Agent and the Lenders that: (i) as of the date hereof and as of the Fifth Third Amendment Effective Date, after giving effect to the terms of this Amendment, all of the representations and warranties contained in each Loan Document, or which are contained in any document furnished at any time under or in connection therewith, to which it is a party are true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects), except to the extent any such representations and warranties specifically refer to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) as of such specified earlier date, (ii) (A) as of the date hereof and as of the Fifth Third Amendment Effective Date, no Default or Event of Default has occurred and is continuing and (B) immediately after giving effect to this Amendment, no Default or Event of Default will have occurred and be continuing and (iii) neither of the Borrowers nor any of their Subsidiaries is are an EEA Financial Institution.

Ratification and Affirmation; Representations and Warranties. Each of the Borrowers and other Loan Parties undersigned does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents to which it is a partyDocuments, as amended hereby, and its obligations thereunder. Each of the Loan Parties The Borrower hereby (a) acknowledges, renews and extends its continued liability under, under each Loan Document, as amended hereby, Document to which it is a party and agrees that each Loan Document, as amended hereby, Document to which it is a party remains in full force and effect, except as expressly amended hereby, notwithstanding the amendments contained herein 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 (bc) represents and warrants to the Administrative Agent and the Lenders that: (i) as of the date hereof and as of the Fifth Amendment Effective Datehereof, after giving effect to the terms of this First Amendment, all of the representations and warranties contained in each Loan Document, or which are contained in any document furnished at any time under or in connection therewith, Document to which it is a party are true and correct in all material respects (except for that any such representations and warranties that have a are modified by materiality or Material Adverse Effect qualification, which shall be true and correct in all respects), except to the extent any such representations and warranties specifically refer are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date (except for that any such representations and warranties that have a are modified by materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) respects as of such specified earlier date, ); and (ii) (A) as of the date hereof hereof, before and as of the Fifth Amendment Effective Dateafter giving effect to this First Amendment, no Default or Event of Default has occurred and is continuing and (B) immediately after giving effect to this Amendment, no Default or Event of Default will have occurred and be continuing and (iii) neither of the Borrowers nor any of their Subsidiaries is an EEA Financial Institutioncontinuing.

Ratification and Affirmation; Representations and Warranties. Each of the Borrowers and other Loan Parties undersigned does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents to which it is a partyDocuments, as amended hereby, and its obligations thereunder. Each of the Loan Parties The Borrower hereby (a) acknowledges, renews and extends its continued liability under, under each Loan Document, as amended hereby, Document to which it is a party and agrees that each Loan Document, as amended hereby, Document to which it is a party remains in full force and effect, except as expressly amended hereby, notwithstanding the amendments contained herein 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 (bc) represents and warrants to the Administrative Agent and the Lenders that: (i) as of the date hereof and as of the Fifth Amendment Effective Datehereof, after giving effect to the terms of this Second Amendment, all of the representations and warranties contained in each Loan Document, or which are contained in any document furnished at any time under or in connection therewith, Document to which it is a party are true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects), except to the extent any such representations and warranties specifically refer are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) as of such specified earlier date); 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) (A) as of the date hereof and as of the Fifth Amendment Effective Datehereof, after giving effect to this Second Amendment, no Default or Event of Default has occurred and is continuing and (B) immediately after giving effect to this Amendment, no Default or Event of Default will have occurred and be continuing and (iii) neither of the Borrowers nor any of their Subsidiaries is an EEA Financial Institutioncontinuing.

Ratification and Affirmation; Representations and Warranties. Each of the Borrowers and other Loan Parties undersigned does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents to which it is a partyDocuments, as amended hereby, and its obligations thereunder. Each of the Loan Parties The Borrower hereby (ai) acknowledges, renews and extends its continued liability under, under each Loan Document, as amended hereby, Document to which it is a party and agrees that each Loan Document, as amended hereby, Document to which it is a party remains in full force and effect, except as expressly amended hereby, notwithstanding the amendments contained herein herein, (ii) confirms and ratifies all of its obligations under the Loan Documents to which it is a party, including its obligations and the Liens granted by it under the Security Documents to which it is a party, (iii) confirms that all references in such Security Documents to the “Credit Agreement” (or words of similar import) refer to the Credit Agreement as amended and supplemented hereby without impairing any such obligations or Liens in any respect and all references in the Loan Documents to the “Guarantee and Collateral Agreement” (or words of similar import) refer to the Guarantee and Collateral Agreement as amended and supplemented hereby without impairing such obligations or Liens in any respect and (biv) represents and warrants to the Administrative Agent and the Lenders that: (iA) as of the date hereof and as of the Fifth Amendment Effective Datehereof, after giving effect to the terms of this Ninth Amendment, all of the representations and warranties contained in each Loan Document, or which are contained in any document furnished at any time under or in connection therewith, Document to which it is a party are true and correct in all material respects (except for that any such representations and warranties that have a are modified by materiality or Material Adverse Effect qualification, which shall be true and correct in all respects), except to the extent any such representations and warranties specifically refer are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date (except for that any such representations and warranties that have a are modified by materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) respects as of such specified earlier date, ); and (ii) (AB) as of the date hereof and as of the Fifth Amendment Effective Datehereof, after giving effect to this Ninth Amendment, no Default or Event of Default has occurred and is continuing and (B) immediately after giving effect to this Amendment, no Default or Event of Default will have occurred and be continuing and (iii) neither of the Borrowers nor any of their Subsidiaries is an EEA Financial Institutioncontinuing.

Ratification and Affirmation; Representations and Warranties. Each of the Borrowers and other Loan Parties does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents to which it is a party, as amended hereby, and its obligations thereunder. Each of the Loan Parties Combined Borrower hereby (a) acknowledges the terms of this Amendment; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, each Loan Document, Document (as amended hereby, defined in the applicable Combined Credit Agreement as used in this Section) to which it is a party and agrees that each Loan Document, as amended hereby, Document to which it is a party remains in full force and effect, except as expressly amended hereby, notwithstanding the amendments contained herein herein; and (bc) represents and warrants to the Administrative Agent and Lenders (as defined in the Lenders that: (iapplicable Combined Credit Agreement) that as of the date hereof and as of the Fifth Amendment Effective Datehereof, after giving effect to the terms of this Amendment, : (i) all of the representations and warranties contained in each Loan Document, or which are contained in any document furnished at any time under or in connection therewith, Document to which it is a party are true and correct in all material respects (except for such representations on and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects)as of the Fourth Amendment Effective Date, except that to the extent any such representations and warranties specifically refer are (x) expressly limited to an earlier date, in which case, on the Fourth Amendment Effective Date such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date and (except for y) qualified by materiality, such representations and warranties that have a materiality or Material Adverse Effect qualification, which (as so qualified) shall continue to be true and correct in all respects) as of such specified earlier date, respects and (ii) (A) as of the date hereof and as of the Fifth Amendment Effective Date, no Default or Event of Default (as defined in the applicable Combined Credit Agreement) has occurred and is continuing as of the Fourth Amendment Effective Date. Each Guarantor (as defined in the applicable Combined Credit Agreement) (i) acknowledges the terms of this Amendment and (ii) ratifies and affirms (A) its respective obligations under the Loan Documents to which it is a party (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) immediately that the Liens created by the Loan Documents to which it is a party are valid and continuing and secure the Secured Indebtedness or Canadian Secured Indebtedness, as the case may be, in accordance with the terms thereof, in each case, after giving effect to this Amendment, no Default or Event of Default will have occurred and be continuing and (iii) neither of the Borrowers nor any of their Subsidiaries is an EEA Financial Institution.this

Ratification and Affirmation; Representations and Warranties. Each of the Borrowers and other Loan Parties undersigned does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents to which it is a partyDocuments, as amended hereby, and its obligations thereunder. Each of the Loan Parties The Borrower hereby (a) acknowledges, renews and extends its continued liability under, under each Loan Document, as amended hereby, Document to which it is a party and agrees that each Loan Document, as amended hereby, Document to which it is a party remains in full force and effect, except as expressly amended hereby, notwithstanding the amendments contained herein 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) 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 (bd) represents and warrants to the Administrative Agent and the Lenders that: (i) as of the date hereof and as of the Fifth Amendment Effective Datehereof, after giving effect to the terms of this Seventh Amendment, all of the representations and warranties contained in each Loan Document, or which are contained in any document furnished at any time under or in connection therewith, Document to which it is a party are true and correct in all material respects (except for that any such representations and warranties that have a are modified by materiality or Material Adverse Effect qualification, which shall be true and correct in all respects), except to the extent any such representations and warranties specifically refer are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date (except for that any such representations and warranties that have a are modified by materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) respects as of such specified earlier date, ); and (ii) (A) as of the date hereof and as of the Fifth Amendment Effective Datehereof, after giving effect to this Seventh Amendment, no Default or Event of Default has occurred and is continuing and (B) immediately after giving effect to this Amendment, no Default or Event of Default will have occurred and be continuing and (iii) neither of the Borrowers nor any of their Subsidiaries is an EEA Financial Institutioncontinuing.

Ratification and Affirmation; Representations and Warranties. Each of the Borrowers and other Loan undersigned Borrower Parties does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents to which it is a partyDocuments, as amended hereby, and its obligations thereunder. Each of the Loan Parties The Borrower hereby (ai) acknowledges, renews and extends its continued liability under, under each Loan Document, as amended hereby, Document to which it is a party and agrees that each Loan Document, as amended hereby, Document to which it is a party remains in full force and effect, except as expressly amended hereby, notwithstanding the amendments contained herein herein, (ii) confirms and ratifies all of its obligations under the Loan Documents to which it is a party, including its obligations and the Liens granted by it under the Security Documents to which it is a party, (iii) confirms that all references in such Security Documents to the “Credit Agreement” (or words of similar import) refer to the Credit Agreement as amended and supplemented hereby without impairing any such obligations or Liens in any respect and (biv) represents and warrants to the Administrative Agent and the Lenders that: (iA) as of the date hereof and as of the Fifth Amendment Effective Datehereof, after giving effect to the terms of this Eleventh Amendment, all of the representations and warranties contained in each Loan Document, or which are contained in any document furnished at any time under or in connection therewith, Document to which it is a party are true and correct in all material respects (except for that any such representations and warranties that have a are modified by materiality or Material Adverse Effect qualification, which shall be true and correct in all respects), except to the extent any such representations and warranties specifically refer are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date (except for that any such representations and warranties that have a are modified by materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) respects as of such specified earlier date, ); and (ii) (AB) as of the date hereof and as of the Fifth Amendment Effective Datehereof, after giving effect to this Eleventh Amendment, no Default or Event of Default has occurred and is continuing and (B) immediately after giving effect to this Amendment, no Default or Event of Default will have occurred and be continuing and (iii) neither of the Borrowers nor any of their Subsidiaries is an EEA Financial Institutioncontinuing.

Ratification and Affirmation; Representations and Warranties. Each The Borrower and each of the Borrowers and other Loan Parties does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents to which it is a partyDocuments, as amended hereby, and its obligations thereunder. Each of the Loan Parties Borrower and the Subsidiary Guarantors hereby (a) acknowledges, renews and extends its continued liability under, each Loan Document, as amended hereby, to which it is a party and agrees that each Loan Document, as amended hereby, to which it is a party remains in full force and effect, notwithstanding the amendments contained herein and (b) represents and warrants to the Administrative Agent and the Lenders that: (i) as of the date hereof and as of the Fifth Amendment Effective Date, after giving effect to the terms of this Amendment, all of the representations and warranties contained in each Loan Document, or which are contained in any document furnished at any time under or in connection therewith, Document to which it is a party are true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects), except to the extent any such representations and warranties specifically refer are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) as of such specified earlier date, date and (ii) (A) as of the date hereof and as of the Fifth Amendment Effective Date, no Default or Event of Default has occurred and is continuing and (B) immediately after giving effect to this Amendment, no Default or Event of Default will have occurred and be continuing and (iii) neither of the Borrowers nor any of their Subsidiaries is an EEA Financial Institution.continuing. HN\1529244.10

Ratification and Affirmation; Representations and Warranties. Each of the Borrowers and other Loan Parties does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents to which it is a party, as amended hereby, and its obligations thereunder. Each of the Loan Parties hereby (a) acknowledges, renews and extends its continued liability under, each Loan Document, as amended hereby, to which it is a party and agrees that each Loan Document, as amended hereby, to which it is a party remains in full force and effect, notwithstanding the amendments contained herein and (b) represents and warrants to the Administrative Agent and the Lenders that: (i) as of the date hereof and as of the Fifth Fourth Amendment Effective Date, after giving effect to the terms of this Amendment, all of the representations and warranties contained in each Loan Document, or which are contained in any document furnished at any time under or in connection therewith, to which it is a party are true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects), except to the extent any such representations and warranties specifically refer to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) as of such specified earlier date, (ii) (A) as of the date hereof and as of the Fifth Fourth Amendment Effective Date, no Default or Event of Default has occurred and is continuing and (B) immediately after giving effect to this Amendment, no Default or Event of Default will have occurred and be continuing and (iii) neither of the Borrowers nor any of their Subsidiaries is an EEA Financial Institution.

Ratification and Affirmation; Representations and Warranties. Each of the Borrowers and other Loan Parties does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents to which it is a party, as amended hereby, and its obligations thereunder. Each of the Loan Parties The Debtors each hereby (a) acknowledge the terms of this First Amendment; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, each Loan Document, as amended hereby, Note Document to which it is a party and agrees that each Loan Document, as amended hereby, Note Document to which it is a party remains in full force and effect, except as expressly amended hereby, notwithstanding the amendments contained herein and (bc) represents and warrants to the Administrative Agent and the Lenders that: (i) Purchaser that as of the date hereof and as of the Fifth Amendment Effective Datehereof, after giving effect to the terms of this First Amendment, all of the representations and warranties contained in each Loan Document, or which are contained in any document furnished at any time under or in connection therewith, to which it is a party are true and correct in all material respects : (except for i) unless such representations and warranties that have are stated to relate to a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects), except to the extent any such representations and warranties specifically refer to an specific earlier date, in which case, such representations and warranties shall continue to be true and correct in as of such earlier date, all material respects (except for such of the representations and warranties that have contained in each Note Document to which it is a materiality or Material Adverse Effect qualification, which shall be party are true and correct correct, including without limitation, the information contained in all respects) the updated Disclosure Schedules of the Note Documents attached hereto as of such specified earlier dateExhibit A, and (ii) (A) as of the date hereof and as of the Fifth Amendment Effective Date, no Default or Event of Default under the Purchase Agreement nor Default under the Security Agreement has occurred and is continuing continuing. Without limiting the generality of the foregoing, each Debtor hereby acknowledges and agrees that the Security Interest (Bas defined in the Security Agreement) immediately continues to secure the payment and performance of the Obligations (as defined in the Security Agreement), including, without limitation, the Second Note. The Company further represents and warrants to the Purchaser that from and after giving effect to the date of the Purchase Agreement until the date of this First Amendment, no Default or Event changes have been made to the Certificate of Default will have occurred and be continuing and (iii) neither Incorporation of the Borrowers Company nor any the Bylaws of their Subsidiaries is an EEA Financial Institutionthe Company.

Ratification and Affirmation; Representations and Warranties. Each of the Borrowers Borrower and other Loan Parties does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents to which it is a party, as amended each Guarantor hereby, and its obligations thereunder. Each of the Loan Parties hereby : (a) acknowledgesacknowledges the terms of this Amendment; (b) ratifies and affirms their respective obligations, renews and extends its acknowledges their respective continued liability underliability, under each Loan Document, as amended hereby, Document to which it is a party (including with respect to all of the Liens securing the payment and performance of the Secured Obligations) and agrees that each Loan Document, as amended hereby, Document to which it is a party remains in full force and effect, notwithstanding the amendments contained herein and effect as expressly amended hereby; (bc) represents and warrants to the Lenders that the resolutions and governing documents certified to the Administrative Agent and the Lenders that: by such Loan Party on the Amendment No. 1 Effective Date remain in full force and effect and have not been amended or otherwise modified; (id) 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 and as of the Fifth Amendment Effective Datehereof, immediately after giving effect to the terms of this Amendment, all of (i) the representations and warranties contained of the Borrower and the Guarantors set forth in each the Credit Agreement, as amended hereby, and in the other Loan Document, or which are contained in any document furnished at any time under or in connection therewith, to which it is a party Documents are true and correct in all material respects (except for unless such representations representation and warranties that have a materiality warranty is #4688537.24 already qualified by materiality, in which case such representation or Material Adverse Effect qualification, which shall be warranty is simply true and correct in all respects)correct) on and as of the date hereof, except to the extent any such representations and warranties specifically refer are expressly limited to an earlier date, in which case, on and as of the date hereof, such representations and warranties shall continue to be true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) as aforesaid as of such specified earlier date, (ii) (A) as of the date hereof and as of the Fifth Amendment Effective Date, no Default or Event of Default has occurred and is continuing and (B) immediately after giving effect to this Amendmentcontinuing, no Default or Event of Default will have occurred and be continuing and (iii) neither of the Borrowers nor any of their Subsidiaries is an EEA Financial Institutionno event, development or circumstance has occurred or exists that has resulted in, or could reasonably be expected to have, a Material Adverse Effect.

Ratification and Affirmation; Representations and Warranties. Each of the Borrowers and other Loan Parties undersigned does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents to which it is a partyDocuments, as amended hereby, and its obligations thereunder. Each of the Loan Parties The Borrower hereby (ai) acknowledges, renews and extends its continued liability under, under each Loan Document, as amended hereby, Document to which it is a party and agrees that each Loan Document, as amended hereby, Document to which it is a party remains in full force and effect, except as expressly amended hereby, notwithstanding the amendments contained herein herein, (ii) confirms and ratifies all of its obligations under the Loan Documents to which it is a party, including its obligations and the Liens granted by it under the Security Documents to which it is a party, (iii) confirms that all references in such Security Documents to the “Credit Agreement” (or words of similar import) refer to the Credit Agreement as amended and supplemented hereby without impairing any such obligations or Liens in any respect and (biv) represents and warrants to the Administrative Agent and the Lenders that: (iA) as of the date hereof and as of the Fifth Amendment Effective Datehereof, after giving effect to the terms of this Tenth Amendment, all of the representations and warranties contained in each Loan Document, or which are contained in any document furnished at any time under or in connection therewith, Document to which it is a party are true and correct in all material respects (except for that any such representations and warranties that have a are modified by materiality or Material Adverse Effect qualification, which shall be true and correct in all respects), except to the extent any such representations and warranties specifically refer are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date (except for that any such representations and warranties that have a are modified by materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) respects as of such specified earlier date, ); and (ii) (AB) as of the date hereof and as of the Fifth Amendment Effective Datehereof, after giving effect to this Tenth Amendment, no Default or Event of Default has occurred and is continuing and (B) immediately after giving effect to this Amendment, no Default or Event of Default will have occurred and be continuing and (iii) neither of the Borrowers nor any of their Subsidiaries is an EEA Financial Institutioncontinuing.

Ratification and Affirmation; Representations and Warranties. Each of the Borrowers and other Loan Parties undersigned does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents to which it is a partyDocuments, as amended hereby, and its obligations thereunder. Each of the Loan Parties The Borrower and each other Borrower Party party hereto hereby (a) acknowledges, renews and extends its continued liability under, under each Loan Document, as amended hereby, Document to which it is a party and agrees that each Loan Document, as amended hereby, Document to which it is a party remains in full force and effect, except as expressly amended hereby, notwithstanding the amendments contained herein 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) 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 all references in the Loan Documents to the “Guarantee and Collateral Agreement” (or words of similar import) refer to the Guarantee and Collateral Agreement as amended and supplemented hereby without impairing such obligations or Liens in any respect and (bd) represents and warrants to the Administrative Agent and the Lenders that: (i) as of the date hereof and as of the Fifth Amendment Effective Datehereof, after giving effect to the terms of this Fifth Amendment, all of the representations and warranties contained in each Loan Document, or which are contained in any document furnished at any time under or in connection therewith, Document to which it is a party are true and correct in all material respects (except for that any such representations and warranties that have a are modified by materiality or Material Adverse Effect qualification, which shall be true and correct in all respects), except to the extent any such representations and warranties specifically refer are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date (except for that any such representations and warranties that have a are modified by materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) respects as of such specified earlier date, ); and (ii) (A) as of the date hereof and as of the hereof, after giving effect to this Fifth Amendment Effective DateAmendment, no Default or Event of Default has occurred and is continuing and (B) immediately after giving effect to this Amendment, no Default or Event of Default will have occurred and be continuing and (iii) neither of the Borrowers nor any of their Subsidiaries is an EEA Financial Institutioncontinuing.

Ratification and Affirmation; Representations and Warranties. Each of the Borrowers and other Loan Parties undersigned does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents to which it is a partyDocuments, as amended hereby, and its obligations thereunder. Each of the Loan Parties The Borrower hereby (a) acknowledges, renews and extends its continued liability under, under each Loan Document, as amended hereby, Document to which it is a party and agrees that each Loan Document, as amended hereby, Document to which it is a party remains in full force and effect, except as expressly amended hereby, notwithstanding the amendments contained herein 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) 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 (bd) represents and warrants to the Administrative Agent and the Lenders that: (i) as of the date hereof and as of the Fifth Amendment Effective Datehereof, after giving effect to the terms of this Eighth Amendment, all of the representations and warranties contained in each Loan Document, or which are contained in any document furnished at any time under or in connection therewith, Document to which it is a party are true and correct in all material respects (except for that any such representations and warranties that have a are modified by materiality or Material Adverse Effect qualification, which shall be true and correct in all respects), except to the extent any such representations and warranties specifically refer are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date (except for that any such representations and warranties that have a are modified by materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) respects as of such specified earlier date, ); and (ii) (A) as of the date hereof and as of the Fifth Amendment Effective Datehereof, after giving effect to this Eighth Amendment, no Default or Event of Default has occurred and is continuing and (B) immediately after giving effect to this Amendment, no Default or Event of Default will have occurred and be continuing and (iii) neither of the Borrowers nor any of their Subsidiaries is an EEA Financial Institutioncontinuing.

Ratification and Affirmation; Representations and Warranties. Each of the Borrowers and other Loan Parties undersigned does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents to which it is a partyDocuments, as amended hereby, and its obligations thereunder. Each of the Loan Parties Borrower and Parent hereby (a) acknowledges, renews and extends its continued liability under, each Loan Document, as amended hereby, Document to which it is a party and agrees that each Loan Document, as amended hereby, Document to which it is a party remains in full force and effect, except as expressly amended hereby, notwithstanding the amendments contained herein and (b) represents and warrants to the Administrative Agent and the Lenders that: (i) as of the date hereof and as of the Fifth Amendment Effective Datehereof, after giving effect to the terms of this Amendment, all of the representations and warranties contained in each Loan Document, or which are contained in any document furnished at any time under or in connection therewith, Document to which it is a party are true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects), except to the extent any such representations and warranties specifically refer are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) as of such specified earlier date, date as supplemented or subject to such qualifications as are set forth in the applicable Schedule(s) as of the Second Amendment Effective Date and (ii) (A) as of the date hereof and as of the Fifth Amendment Effective Datehereof, no Default or Event of Default has occurred and is continuing and (B) immediately after giving effect to this Amendment, no Default or Event of Default will have occurred and be continuing and (iii) neither of the Borrowers nor any of their Subsidiaries is an EEA Financial Institutioncontinuing.

Ratification and Affirmation; Representations and Warranties. Each of the Borrowers and other Loan Parties undersigned does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents to which it is a partyDocuments, as amended hereby, and its obligations thereunder. Each of the Loan Parties The Borrower hereby (a) acknowledges, renews and extends its continued liability under, under each Loan Document, as amended hereby, Document to which it is a party and agrees that each Loan Document, as amended hereby, Document to which it is a party remains in full force and effect, except as expressly amended hereby, notwithstanding the amendments contained herein 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) 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 (bd) represents and warrants to the Administrative Agent and the Lenders that: (i) as of the date hereof and as of the Fifth Amendment Effective Datehereof, after giving effect to the terms of this Sixth Amendment, all of the representations and warranties contained in each Loan Document, or which are contained in any document furnished at any time under or in connection therewith, Document to which it is a party are true and correct in all material respects (except for that any such representations and warranties that have a are modified by materiality or Material Adverse Effect qualification, which shall be true and correct in all respects), except to the extent any such representations and warranties specifically refer are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date (except for that any such representations and warranties that have a are modified by materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) respects as of such specified earlier date, ); and (ii) (A) as of the date hereof and as of the Fifth Amendment Effective Datehereof, after giving effect to this Sixth Amendment, no Default or Event of Default has occurred and is continuing and (B) immediately after giving effect to this Amendment, no Default or Event of Default will have occurred and be continuing and (iii) neither of the Borrowers nor any of their Subsidiaries is an EEA Financial Institutioncontinuing.

Ratification and Affirmation; Representations and Warranties. Each of the Borrowers and other Loan Parties does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents to which it is a party, as amended hereby, and its obligations thereunder. Each of the Loan Parties The Debtors each hereby (a) acknowledge the terms of this Second Amendment; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, each Loan Document, as amended hereby, Note Document to which it is a party and agrees that each Loan Document, as amended hereby, Note Document to which it is a party remains in full force and effect, except as expressly amended hereby, notwithstanding the amendments contained herein and (bc) represents and warrants to the Administrative Agent and the Lenders that: (i) Purchasers that as of the date hereof and as of the Fifth Amendment Effective Datehereof, after giving effect to the terms of this Second Amendment, all of the representations and warranties contained in each Loan Document, or which are contained in any document furnished at any time under or in connection therewith, to which it is a party are true and correct in all material respects : (except for i) unless such representations and warranties that have are stated to relate to a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects), except to the extent any such representations and warranties specifically refer to an specific earlier date, in which case, such representations and warranties shall continue to be true and correct in as of such earlier date, all material respects (except for such of the representations and warranties that have contained in each Note Document to which it is a materiality or Material Adverse Effect qualification, which shall be party are true and correct correct, including without limitation, the information contained in all respects) the updated Disclosure Schedules of the Note Documents attached hereto as of such specified earlier dateExhibit A, and (ii) (A) as of the date hereof and as of the Fifth Amendment Effective Date, no Default or Event of Default under the Amended Purchase Agreement nor Default under the Security Agreements has occurred and is continuing continuing. Without limiting the generality of the foregoing, each Debtor hereby acknowledges and agrees that the Security Interest (Bas defined in the Junior Security Agreement) immediately continues to secure the payment and performance of the Obligations (as defined in the Junior Security Agreement), including, without limitation, the Third Junior Note. The Company further represents and warrants to the Purchasers that from and after giving effect to the date of the Amended Purchase Agreement until the date of this Second Amendment, no Default or Event changes have been made to the Certificate of Default will have occurred and be continuing and (iii) neither Incorporation of the Borrowers Company nor any the Bylaws of their Subsidiaries is an EEA Financial Institutionthe Company.

Ratification and Affirmation; Representations and Warranties. Each of the Borrowers and other Loan Parties undersigned does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents to which it is a partyDocuments, as amended hereby, and its obligations thereunder. Each of the Loan Parties The Borrower hereby (a) acknowledges, renews and extends its continued liability under, under each Loan Document, as amended hereby, Document to which it is a party and agrees that each Loan Document, as amended hereby, Document to which it is a party remains in full force and effect, except as expressly amended hereby, notwithstanding the amendments contained herein 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 (bc) represents and warrants to the Administrative Agent and the Lenders that: (i) as of the date hereof and as of the Fifth Amendment Effective Datehereof, after giving effect to the terms of this Fourth Amendment, all of the representations and warranties contained in each Loan Document, or which are contained in any document furnished at any time under or in connection therewith, Document to which it is a party are true and correct in all material respects (except for that any such representations and warranties that have a are modified by materiality or Material Adverse Effect qualification, which shall be true and correct in all respects), except to the extent any such representations and warranties specifically refer are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date (except for that any such representations and warranties that have a are modified by materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) respects as of such specified earlier date, ); and (ii) (A) as of the date hereof and as of the Fifth Amendment Effective Datehereof, after giving effect to this Fourth Amendment, no Default or Event of Default has occurred and is continuing and (B) immediately after giving effect to this Amendment, no Default or Event of Default will have occurred and be continuing and (iii) neither of the Borrowers nor any of their Subsidiaries is an EEA Financial Institutioncontinuing.

Ratification and Affirmation; Representations and Warranties. Each of the Borrowers and other Loan Parties does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents to which it is a party, as amended hereby, and its obligations thereunder. Each of the Loan Parties Combined Borrower hereby (a) acknowledges the terms of this Amendment; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, each Loan Document, Document (as amended hereby, defined in the applicable Combined Credit Agreement as used in this Section) to which it is a party and agrees that each Loan Document, as amended hereby, Document to which it is a party remains in full force and effect, except as expressly amended hereby, notwithstanding the amendments contained herein herein; and (bc) represents and warrants to the Administrative Agent and Lenders (as defined in the Lenders that: (iapplicable Combined Credit Agreement) that as of the date hereof and as of the Fifth Amendment Effective Datehereof, after giving effect to the terms of this Amendment, : (i) all of the representations and warranties contained in each Loan Document, or which are contained in any document furnished at any time under or in connection therewith, Document to which it is a party are true and correct in all material respects (except for such representations on and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects)as of the Eighth Amendment Effective Date, except that to the extent any such representations and warranties specifically refer are (x) expressly limited to an earlier date, in which case, on the Eight Amendment Effective Date such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date and (except for y) qualified by materiality, such representations and warranties that have a materiality or Material Adverse Effect qualification, which (as so qualified) shall continue to be true and correct in all respects) as of such specified earlier date, respects and (ii) (A) as of the date hereof and as of the Fifth Amendment Effective Date, no Default or Event of Default (as defined in the applicable Combined Credit Agreement) has occurred and is continuing as of the Eighth Amendment Effective Date. Each Guarantor (as defined in the applicable Combined Credit Agreement) (i) acknowledges the terms of this Amendment and (ii) ratifies and affirms (A) its respective obligations under the Loan Documents to which it is a party (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) immediately that the Liens created by the Loan Documents to which it is a party are valid and continuing and secure the Secured Indebtedness or Canadian Secured Indebtedness, as the case may be, in accordance with the terms thereof, in each case, after giving effect to this Amendment, no Default or Event of Default will have occurred and be continuing and (iii) neither of the Borrowers nor any of their Subsidiaries . This Amendment is an EEA Financial Institutiona Loan Document.

Ratification and Affirmation; Representations and Warranties. Each of the Borrowers and other Loan Parties does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents to which it is a party, as amended hereby, and its obligations thereunder. Each of the Loan Parties Obligor hereby (a) acknowledgesacknowledges the terms of this Second Forbearance Agreement; (b) ratifies and affirms its obligations under, renews and extends acknowledges its continued liability under, each Loan Document, as amended hereby, Document to which it is a party and agrees that each Loan Document, as amended hereby, Document to which it is a party remains in full force and effect, notwithstanding the amendments contained herein effect as expressly amended hereby; and (bc) represents and warrants to the Administrative Agent and the Lenders that: (i) that as of the date hereof and as of the Fifth Amendment Effective Datehereof, after giving effect to the terms of this Amendment, Second Forbearance Agreement: (i) all of the representations and warranties contained in each Loan Document, or which are contained in any document furnished at any time under or in connection therewith, Document to which it is a party are true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects)correct, except to the extent any such representations and warranties specifically refer are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) as of such specified earlier date, (ii) (A) as of the date hereof and as of the Fifth Amendment Effective Date, no Default or Event of Default (other than the Forbearance Defaults) has occurred and is continuing and (B) immediately after giving effect to this Amendmentcontinuing, no Default or Event of Default will have occurred and be continuing and (iii) neither no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect and (iv) it has not designated any Subsidiary as an E&P Subsidiary. Without limiting the foregoing, each Guarantor hereby ratifies, confirms, acknowledges and agrees that its obligations under the Guaranty Agreement are in full force and effect and that such Guarantor continues to unconditionally and irrevocably guarantee the full and punctual payment, when due, whether at stated maturity or earlier by acceleration or otherwise, all of the Borrowers nor Guarantor Obligations (as defined in the Guaranty Agreement) and its execution and delivery of this Second Forbearance Agreement does not indicate or establish an approval or consent requirement by such Guarantor under the Guaranty Agreement, in connection with the execution and delivery of amendments, consents or waivers to the Credit Agreement or any of their Subsidiaries is an EEA Financial Institutionthe other Loan Documents. Each of the Grantors have granted to the Administrative Agent, a valid, binding, perfected, enforceable, first priority (subject to Excepted Liens) Liens in the Collateral and all Deed of Trust Property and all other assets described in the Security Instruments and such Liens are not subject to avoidance, subordination, recharacterization, recovery, attack, offset, counterclaim, or defense of any kind.

Ratification and Affirmation; Representations and Warranties. Each of the Borrowers and other Loan Parties undersigned does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents to which it is a partyDocuments, as amended hereby, and its obligations thereunder. Each of the Loan Parties Borrowers and Parent hereby (a) acknowledges, renews and extends its continued liability under, each Loan Document, as amended hereby, Document to which it is a party and agrees that each Loan Document, as amended hereby, Document to which it is a party remains in full force and effect, except as expressly amended hereby, notwithstanding the amendments contained herein and (b) represents and warrants to the Administrative Agent and the Lenders that: (i) as of the date hereof and as of the Fifth Amendment Effective Datehereof, after giving effect to the terms of this Amendment, all of the representations and warranties contained in each Loan Document, or which are contained in any document furnished at any time under or in connection therewith, Document to which it is a party are true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects), except to the extent any such representations and warranties specifically refer are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) as of such specified earlier date, date as supplemented or subject to such qualifications as are set forth in the applicable Schedule(s) as of the First Amendment Effective Date and (ii) (A) as of the date hereof and as of the Fifth Amendment Effective Datehereof, no Default or Event of Default has occurred and is continuing and (B) immediately after giving effect to this Amendment, no Default or Event of Default will have occurred and be continuing and (iii) neither of the Borrowers nor any of their Subsidiaries is an EEA Financial Institutioncontinuing.