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

Ratification and Affirmation; Representations and Warranties. The Company hereby (a) acknowledges the terms of this Amendment; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, the Credit Agreement and agrees that the Credit Agreement remains in full force and effect as expressly amended by this Amendment; (c) agrees that from and after the Amendment Effective Date (i) each reference to the Credit Agreement in the other Credit Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Amendment and (ii) this Amendment does not constitute a novation of the Credit Agreement; and (d) represents and warrants to the Lenders that as of the date hereof, and immediately after giving effect to the terms of this Amendment, the execution, delivery, and performance by the Company and the consummation of the transactions contemplated by this Amendment (i) are within the Company’s organizational powers, (ii) have been duly authorized by all necessary action of the board of directors of the Company, (iii) do not contravene the certificate of incorporation or bylaws of the Company, (iv) do not contravene any Requirement of Law or any material Contractual Obligation binding on or affecting the Company except for immaterial laws or Contractual Obligations, the noncompliance with which would not reasonably be expected to result in a Material Adverse Effect, (v) do not result in or require the creation or imposition of any Lien prohibited by the Credit Agreement and (vi) do not require any authorization or approval or other action by, or any notice or filing with, any Governmental Authority except for immaterial authorizations, approvals, other actions, notices or filings the failure to obtain of which would not reasonably be expected to have a Material Adverse Effect.

Ratification and Affirmation; Representations and Warranties. The Company 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, the Credit Agreement and agrees that the Credit Agreement remains in full force and effect as expressly amended by this Amendment; (c) agrees that from and after the Amendment Effective Date (i) each reference to the Credit Agreement in the other Credit Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Amendment and (ii) this Amendment does not constitute a novation of the Credit Agreement; and (d) represents and warrants to the Lenders that as of the date hereof, and immediately after giving effect to the terms of this Amendment, the execution, delivery, and performance by the Company Borrower and the consummation of the transactions contemplated by this Amendment (i) are within the CompanyBorrower’s organizational powers, (ii) have been duly authorized by all necessary action of the board of directors of the CompanyBorrower, (iii) do not contravene the certificate of incorporation or bylaws of the CompanyBorrower, (iv) do not contravene any Requirement of Law law or any material Contractual Obligation contractual restriction binding on or affecting the Company Borrower except for immaterial laws or Contractual Obligations, contractual restrictions the noncompliance with which would not reasonably be expected to result in a Material Adverse Effectbe adverse to any Lender, (v) do not result in or require the creation or imposition of any Lien prohibited by the Credit Agreement and (vi) do not require any authorization or approval or other action by, or any notice or filing with, any Governmental Authority except for immaterial authorizations, approvals, other actions, notices or filings the failure to obtain of which would not reasonably be expected to have a Material Adverse Effectbe adverse to any Lender.

Ratification and Affirmation; Representations and Warranties. The Company Each Obligor hereby (a) acknowledges the terms of this AmendmentForbearance Agreement; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends acknowledges its continued liability under, the Credit Agreement each Loan Document to which it is a party and agrees that the Credit Agreement each Loan Document to which it is a party remains in full force and effect as expressly amended by this Amendment; (c) agrees that from and after the Amendment Effective Date (i) each reference to the Credit Agreement in the other Credit Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Amendment and (ii) this Amendment does not constitute a novation of the Credit Agreementhereby; and (dc) represents and warrants to the Lenders that as of the date hereof, and immediately after giving effect to the terms of this Amendment, the execution, delivery, and performance by the Company and the consummation of the transactions contemplated by this Amendment Forbearance Agreement: (i) all of the representations and warranties contained in each Loan Document to which it is a party are within true and correct, except to the Company’s organizational powersextent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date, (ii) have been duly authorized by all necessary action no Default or Event of Default (other than the board of directors of the CompanyForbearance Defaults) has occurred and is continuing, (iii) do not contravene no event or events have occurred which individually or in the certificate of incorporation or bylaws of the Company, (iv) do not contravene any Requirement of Law or any material Contractual Obligation binding on or affecting the Company except for immaterial laws or Contractual Obligations, the noncompliance with which would not reasonably be expected to result in a Material Adverse Effect, (v) do not result in or require the creation or imposition of any Lien prohibited by the Credit Agreement and (vi) do not require any authorization or approval or other action by, or any notice or filing with, any Governmental Authority except for immaterial authorizations, approvals, other actions, notices or filings the failure to obtain of which would not aggregate could reasonably be expected to have a Material Adverse EffectEffect 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 Term Loan 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 Guarantor Obligations (as defined in the Term Loan Guaranty Agreement) and its execution and delivery of this Forbearance Agreement does not indicate or establish an approval or consent requirement by such Guarantor under the Term Loan Guaranty Agreement, in connection with the execution and delivery of amendments, consents or waivers to the Term Loan Credit Agreement or any of the 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. The Company hereby (a) The Borrower and each Guarantor hereby: (x) acknowledges and consents to the terms of this Amendment; Amendment and (by) ratifies and affirms its obligations underobligations, and acknowledges, renews and extends its continued liability underliability, under each Loan Document to which it is a party including, without limitation, any grant, pledge or collateral assignment of a lien or security interest, as applicable, contained therein and any guarantee provided by it therein, in each case as amended, restated, amended and restated, supplemented or otherwise modified prior to or as of the Credit Agreement date hereof (including as amended pursuant to this Amendment) and agrees that the Credit Agreement each Loan Document to which it is a party remains in full force and effect effect, as expressly amended hereby and that none of its obligations thereunder shall be impaired or limited by the execution or effectiveness of this Amendment; Amendment (csubject 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)). (b) The Borrower and each Guarantor hereby: (x) agrees that from and after the Eleventh Amendment Effective Date (i) Date, each reference to the Credit Agreement in the other Credit Loan Documents shall be deemed to be a reference to the Existing Credit Agreement, as amended by this Amendment Amendment; (y) acknowledges and (ii) this Amendment does not constitute agrees that nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Existing Credit Agreement; Agreement or any other Loan Document or instruments securing the same, which shall remain in full force and effect as modified hereby or by instruments executed concurrently herewith and (dz) represents and warrants to the Administrative Agent, the Collateral Agent, the Issuing Banks and the Lenders that as of the date hereof, and immediately after giving effect to the terms of this Amendment, the execution, delivery, and performance by the Company and the consummation of the transactions contemplated by this Amendment : (i) are within the Company’s organizational powersall representations and warranties contained in this Amendment, (ii) have been duly authorized by all necessary action of the board of directors of the Company, (iii) do not contravene the certificate of incorporation or bylaws of the Company, (iv) do not contravene any Requirement of Law or any material Contractual Obligation binding on or affecting the Company except for immaterial laws or Contractual Obligations, the noncompliance with which would not reasonably be expected to result in a Material Adverse Effect, (v) do not result in or require the creation or imposition of any Lien prohibited by the Credit Agreement and in the other Loan Documents are true and correct in all material respects, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, 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 (viii) do not require no event has occurred and is continuing that would constitute an Event of Default or a Default. Without limiting the generality of the foregoing, (i) nothing contained in this Amendment, nor any authorization past indulgence by the Administrative Agent, the Collateral Agent, any Lender or approval or any Issuing Bank nor any other action byor inaction on behalf of the Administrative Agent, the Collateral Agent, any Lender or any Issuing Bank, shall constitute or be deemed to constitute a consent to, or any notice or filing withwaiver of, any Governmental Authority except for immaterial authorizationsother action or inaction of the Borrower or any of the other Loan Parties which results (or would result) in a Default or Event of Default under the Credit Agreement or any other Loan Document, approvalsnor shall anything contained herein constitute a course of conduct or dealing among the parties; (ii) the Administrative Agent, the Collateral Agent, the Lenders and the Issuing Banks shall have no obligation to grant any future waivers, consents or amendments with respect to the Credit Agreement or any other actionsLoan Document; and (iii) the parties hereto agree that nothing contained herein shall waive, notices affect or filings diminish any right of the failure Administrative Agent, the Collateral Agent, the Lenders and the Issuing Banks to obtain of which would not reasonably be expected to have a Material Adverse Effecthereafter demand strict compliance with the Credit Agreement and the other Loan Documents.

Ratification and Affirmation; Representations and Warranties. The Company Each 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, the Credit Agreement and agrees that the Credit Agreement remains in full force and effect as expressly amended by this Amendment; (c) agrees that from and after the Amendment Effective Date (i) each reference to the Credit Agreement in the other Credit Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Amendment and (ii) this Amendment does not constitute a novation of the Credit Agreement; and (d) represents and warrants to the Lenders that as of the date hereof, and immediately after giving effect to the terms of this Amendment, the execution, delivery, and performance by the Company Borrowers and the consummation of the transactions contemplated by this Amendment (i) are within the Companyeach Borrower’s organizational powers, (ii) have been duly authorized by all necessary action of the board of directors of the Companyeach Borrower, (iii) do not contravene the certificate of incorporation incorporation, formation or bylaws organization or bylaws, limited liability company agreement, or other applicable organizational documents of the Companyany Borrower, (iv) do not contravene any Requirement of Law law or any material Contractual Obligation contractual restriction binding on or affecting the Company any Borrower except for immaterial laws or Contractual Obligations, contractual restrictions the noncompliance with which would not reasonably be expected to result in a Material Adverse Effectbe adverse to any Lender, (v) do not result in or require the creation or imposition of any Lien prohibited by the Credit Agreement and (vi) do not require any authorization or approval or other action by, or any notice or filing with, any Governmental Authority except for immaterial authorizations, approvals, other actions, notices or filings the failure to obtain of which would not reasonably be expected to have a Material Adverse Effectbe adverse to any Lender.

Ratification and Affirmation; Representations and Warranties. The Company hereby (a) The Borrower and each Guarantor hereby: (x) acknowledges and consents to the terms of this Amendment; Amendment and (by) ratifies and affirms its obligations underobligations, and acknowledges, renews and extends its continued liability underliability, under each Loan Document to which it is a party including, without limitation, any grant, pledge or collateral assignment of a lien or security interest, as applicable, contained therein and any guarantee provided by it therein, in each case as amended, restated, amended and restated, supplemented or otherwise modified prior to or as of the Credit Agreement date hereof (including as amended pursuant to this Amendment and giving effect to the establishment of the New Fifth Amendment Commitments and the incurrence of any Loans thereunder) and agrees that the Credit Agreement each Loan Document to which it is a party remains in full force and effect effect, as expressly amended hereby and that none of its obligations thereunder shall be impaired or limited by the execution or effectiveness of this Amendment; Amendment (csubject 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)). (b) The Borrower and each Guarantor hereby: (x) agrees that from and after the Fifth Amendment Effective Date (i) Date, each reference to the Credit Agreement in the other Credit Loan Documents shall be deemed to be a reference to the Existing Credit Agreement, as amended by this Amendment Amendment; (y) acknowledges and (ii) this Amendment does not constitute agrees that nothing herein contained shall be construed as 7 a substitution or novation of the obligations outstanding under the Existing Credit Agreement; Agreement or any other Loan Document or instruments securing the same, which shall remain in full force and effect as modified hereby or by instruments executed concurrently herewith and (dz) represents and warrants to the Agents, the Issuing Banks and the Lenders that as of the date hereof, and immediately after giving effect to the terms of this Amendment, the execution, delivery, and performance by the Company and the consummation of the transactions contemplated by this Amendment : (i) are within the Company’s organizational powersall representations and warranties contained in this Amendment, (ii) have been duly authorized by all necessary action of the board of directors of the Company, (iii) do not contravene the certificate of incorporation or bylaws of the Company, (iv) do not contravene any Requirement of Law or any material Contractual Obligation binding on or affecting the Company except for immaterial laws or Contractual Obligations, the noncompliance with which would not reasonably be expected to result in a Material Adverse Effect, (v) do not result in or require the creation or imposition of any Lien prohibited by the Credit Agreement and in the other Loan Documents are true and correct in all material respects, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, 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 (viii) do not require no event has occurred and is continuing that would constitute an Event of Default or a Default. Without limiting the generality of the foregoing, (i) nothing contained in this Amendment, nor any authorization past indulgence by the Administrative Agent, the Collateral Agent, any Lender or approval or any Issuing Bank nor any other action byor inaction on behalf of the Administrative Agent, the Collateral Agent, any Lender or any Issuing Bank, shall constitute or be deemed to constitute a consent to, or any notice or filing withwaiver of, any Governmental Authority except for immaterial authorizationsother action or inaction of the Borrower or any of the other Loan Parties which results (or would result) in a Default or Event of Default under the Credit Agreement or any other Loan Document, approvalsnor shall anything contained herein constitute a course of conduct or dealing among the parties; (ii) the Administrative Agent, the Collateral Agent, the Lenders and the Issuing Banks shall have no obligation to grant any future waivers, consents or amendments with respect to the Credit Agreement or any other actionsLoan Document; and (iii) the parties hereto agree that nothing contained herein shall waive, notices affect or filings diminish any right of the failure Administrative Agent, the Collateral Agent, the Lenders and the Issuing Banks to obtain of which would not reasonably be expected to have a Material Adverse Effecthereafter demand strict compliance with the Credit Agreement and the other Loan Documents.

Ratification and Affirmation; Representations and Warranties. The Company hereby (a) The Borrower and each Guarantor hereby: (x) acknowledges and consents to the terms of this Amendment; Amendment and (by) ratifies and affirms its obligations underobligations, and acknowledges, renews and extends its continued liability underliability, under each Loan Document to which it is a party including, without limitation, any grant, pledge or collateral assignment of a lien or security interest, as applicable, contained therein and any guarantee provided by it therein, in each case as amended, restated, amended and restated, supplemented or otherwise modified prior to or as of the Credit Agreement date hereof (including as amended pursuant to this Amendment and giving effect to the establishment of the New Fourth Amendment Commitments and the incurrence of any Loans thereunder) and agrees that the Credit Agreement each Loan Document to which it is a party remains in full force and effect effect, as expressly amended hereby and that none of its obligations thereunder shall be impaired or limited by the execution or effectiveness of this Amendment; Amendment (csubject 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)). (b) The Borrower and each Guarantor hereby: (x) agrees that from and after the Fourth Amendment Effective Date (i) Date, each reference to the Credit Agreement in the other Credit Loan Documents shall be deemed to be a reference to the Existing Credit Agreement, as amended by this Amendment Amendment; (y) acknowledges and (ii) this Amendment does not constitute agrees that nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Existing Credit Agreement; Agreement or any other Loan Document or instruments securing the same, which shall remain in full force and effect as modified hereby or by instruments executed concurrently herewith and (dz) represents and warrants to the Agents and the Lenders that as of the date hereof, and immediately after giving effect to the terms of this Amendment, the execution, delivery, and performance by the Company and the consummation of the transactions contemplated by this Amendment : (i) are within the Company’s organizational powersall representations and warranties contained in this Amendment, (ii) have been duly authorized by all necessary action of the board of directors of the Company, (iii) do not contravene the certificate of incorporation or bylaws of the Company, (iv) do not contravene any Requirement of Law or any material Contractual Obligation binding on or affecting the Company except for immaterial laws or Contractual Obligations, the noncompliance with which would not reasonably be expected to result in a Material Adverse Effect, (v) do not result in or require the creation or imposition of any Lien prohibited by the Credit Agreement and in the other Loan Documents are true and correct in all material respects, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, 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 (viii) do not require no event has occurred and is continuing that would constitute an Event of Default or a Default. Without limiting the generality of the foregoing, (i) nothing contained in this Amendment, nor any authorization past indulgence by the Administrative Agent, the Collateral Agent or approval or any Lender nor any other action byor inaction on behalf of the Administrative Agent, the Collateral Agent or any Lender, shall constitute or be deemed to constitute a consent to, or any notice or filing withwaiver of, any Governmental Authority except for immaterial authorizationsother action or inaction of the Borrower or any of the other Loan Parties which results (or would result) in a Default or Event of Default under the Credit Agreement or any other Loan Document, approvalsnor shall anything contained herein constitute a course of conduct or dealing among the parties; (ii) the Administrative Agent, the Collateral Agent and the Lenders shall have no obligation to grant any future waivers, consents or amendments with respect to the Credit Agreement or any other actionsLoan Document; and (iii) the parties hereto agree that nothing contained herein shall waive, notices affect or filings diminish any right of the failure Administrative Agent, the Collateral Agent and the Lenders to obtain of which would not reasonably be expected to have a Material Adverse Effecthereafter demand strict compliance with the Credit Agreement and the other Loan Documents.

Ratification and Affirmation; Representations and Warranties. (i) The Company hereby Borrower and each Guarantor hereby: (ax) acknowledges and consents to the terms of this Amendment; Amendment and (by) ratifies and affirms its obligations underobligations, and acknowledges, renews and extends its continued liability underunder each Loan Document to which it is a party including, without limitation, any grant, pledge or collateral assignment of a lien or security interest, as applicable, contained therein and any guarantee provided by it therein, in each case as amended, restated, amended and restated, supplemented or otherwise modified prior to or as of the Credit Agreement date hereof (including as amended pursuant to this Amendment) and agrees that the Credit Agreement each Loan Document to which it is a party remains in full force and effect effect, as expressly amended hereby and that none of its obligations thereunder shall be impaired or limited by the execution or effectiveness of this Amendment; Amendment (csubject 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)). (ii) The Borrower and each Guarantor hereby: (x) agrees that from and after the Fourth Amendment Effective Date (i) Date, each reference to the Credit Agreement in the other Credit Loan Documents shall be deemed to be a reference to the Existing Credit Agreement, as amended by this Amendment Amendment; (y) acknowledges and (ii) this Amendment does not constitute agrees that nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Existing Credit Agreement; Agreement or any other Loan Document or instruments securing the same, which shall remain in full force and effect as modified hereby or by instruments executed concurrently herewith and (dz) represents and warrants to the Agents and the Lenders that as of the date hereof, and immediately after giving effect to the terms of this Amendment, the execution, delivery, and performance by the Company and the consummation of the transactions contemplated by this Amendment : (i) are within the Company’s organizational powersall representations and warranties contained in this Amendment, (ii) have been duly authorized by all necessary action of the board of directors of the Company, (iii) do not contravene the certificate of incorporation or bylaws of the Company, (iv) do not contravene any Requirement of Law or any material Contractual Obligation binding on or affecting the Company except for immaterial laws or Contractual Obligations, the noncompliance with which would not reasonably be expected to result in a Material Adverse Effect, (v) do not result in or require the creation or imposition of any Lien prohibited by the Credit Agreement and in the other Loan Documents are true and correct in all material respects, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, 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 (viii) do not require no event has occurred and is continuing that would constitute an Event of Default or a Default. Without limiting the generality of the foregoing, the Collateral Agent or any authorization or approval or Lender nor any other action byor inaction on behalf of the Administrative Agent, the Collateral Agent or any Lender, shall constitute or be deemed to constitute a consent to, or any notice or filing withwaiver of, any Governmental Authority except for immaterial authorizationsother action or inaction of the Borrower or any of the other Loan Parties which results (or would result) in a Default or Event of Default under the Credit Agreement or any other Loan Document, approvalsnor shall anything contained herein constitute a course of conduct or dealing among the parties; (ii) the Administrative Agent, the Collateral Agent and the Lenders shall have no obligation to grant any future waivers, consents or amendments with respect to the Credit Agreement or any other actionsLoan Document; and (iii) the parties hereto agree that nothing contained herein shall waive, notices affect or filings diminish any right of the failure Administrative Agent, the Collateral Agent and the Lenders to obtain of which would not reasonably be expected to have a Material Adverse Effecthereafter demand strict compliance with the Credit Agreement and the other Loan Documents.

Ratification and Affirmation; Representations and Warranties. The Company hereby Borrower and each Guarantor hereby: (a) acknowledges and consents to the terms of this Amendment; (b) ratifies and affirms its obligations underobligations, and acknowledges, renews and extends its continued liability underliability, under each Loan Document to which it is a party including, without limitation, any grant, pledge or collateral assignment of a lien or security interest, as applicable, contained therein and any guarantee provided by it therein, in each case as amended, restated, amended and restated, supplemented or otherwise modified prior to or as of the Credit Agreement date hereof (including as amended pursuant to this Amendment and giving effect to the establishment of the Second Amendment Commitments and the incurrence of any Loans thereunder) and agrees that the Credit Agreement each Loan Document to which it is a party remains in full force and effect effect, as expressly amended hereby and that none of its obligations thereunder shall be impaired or limited by the execution or effectiveness of this AmendmentAmendment (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) agrees that from and after the Second Amendment Effective Date (i) Date, each reference to the Credit Agreement in the other Credit Loan Documents shall be deemed to be a reference to the Existing Credit Agreement, as amended by this Amendment Amendment; (d) acknowledges and (ii) this Amendment does not constitute agrees that nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Existing Credit Agreement; Agreement or any other Loan Document or instruments executed concurrently herewith, and (de) represents and warrants to the Agents and the Lenders that as of the date hereof, and immediately after giving effect to the terms of this Amendment, the execution, delivery, and performance by the Company and the consummation of the transactions contemplated by this Amendment : (i) are within the Company’s organizational powersall representations and warranties contained in this Amendment, (ii) have been duly authorized by all necessary action of the board of directors of the Company, (iii) do not contravene the certificate of incorporation or bylaws of the Company, (iv) do not contravene any Requirement of Law or any material Contractual Obligation binding on or affecting the Company except for immaterial laws or Contractual Obligations, the noncompliance with which would not reasonably be expected to result in a Material Adverse Effect, (v) do not result in or require the creation or imposition of any Lien prohibited by the Credit Agreement and in the other Loan Documents are true and correct in all material respects, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, 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 (viii) do not require no event has occurred and is continuing that would constitute an Event of Default or a Default. Without limiting the generality of the foregoing, (i) nothing contained in this Amendment, nor any authorization past indulgence by the Administrative Agent, the Collateral Agent or approval or any Lender nor any other action byor inaction on behalf of the Administrative Agent, the Collateral Agent or any Lender, shall constitute or be deemed to constitute a consent to, or any notice or filing withwaiver of, any Governmental Authority except for immaterial authorizationsother action or inaction of the Borrower or any of the other Loan Parties which results (or would result) in a Default or Event of Default under the Credit Agreement or any other Loan Document, approvalsnor shall anything contained herein constitute a course of conduct or dealing among the parties; (ii) the Administrative Agent, the Collateral Agent and the Lenders shall have no obligation to grant any future waivers, consents or amendments with respect to the Credit Agreement or any other actionsLoan Document; and (iii) the parties hereto agree that nothing contained herein shall waive, notices affect or filings diminish any right of the failure Administrative Agent, the Collateral Agent and the Lenders to obtain of which would not reasonably be expected to have a Material Adverse Effecthereafter demand strict compliance with the Credit Agreement and the other Loan Documents.

Ratification and Affirmation; Representations and Warranties. (i) The Company hereby Borrower and each Guarantor hereby: (ax) acknowledges and consents to the terms of this Amendment; Amendment and (by) ratifies and affirms its obligations underobligations, and acknowledges, renews and extends its continued liability underunder each Loan Document to which it is a party including, without limitation, any grant, pledge or collateral assignment of a lien or security interest, as applicable, contained therein and any guarantee provided by it therein, in each case as amended, restated, amended and restated, supplemented or otherwise modified prior to or as of the Credit Agreement date hereof (including as amended pursuant to this Amendment) and agrees that the Credit Agreement each Loan Document to which it is a party remains in full force and effect effect, as expressly amended hereby and that none of its obligations thereunder shall be impaired or limited by the execution or effectiveness of this Amendment; Amendment (csubject 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)). (ii) The Borrower and each Guarantor hereby: (x) agrees that from and after the Third Amendment Effective Date (i) Date, each reference to the Credit Agreement in the other Credit Loan Documents shall be deemed to be a reference to the Existing Credit Agreement, as amended by this Amendment Amendment; (y) acknowledges and (ii) this Amendment does not constitute agrees that nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Existing Credit Agreement; Agreement or any other Loan Document or instruments securing the same, which shall remain in full force and effect as modified hereby or by instruments executed concurrently herewith and (dz) represents and warrants to the Agents and the Lenders that as of the date hereof, and immediately after giving effect to the terms of this Amendment, the execution, delivery, and performance by the Company and the consummation of the transactions contemplated by this Amendment : (i) are within the Company’s organizational powersall representations and warranties contained in this Amendment, (ii) have been duly authorized by all necessary action of the board of directors of the Company, (iii) do not contravene the certificate of incorporation or bylaws of the Company, (iv) do not contravene any Requirement of Law or any material Contractual Obligation binding on or affecting the Company except for immaterial laws or Contractual Obligations, the noncompliance with which would not reasonably be expected to result in a Material Adverse Effect, (v) do not result in or require the creation or imposition of any Lien prohibited by the Credit Agreement and in the other Loan Documents are true and correct in all material respects, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, 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 (viii) do not require no event has occurred and is continuing that would constitute an Event of Default or a Default. Except as specifically provided herein, (i) nothing contained in this Amendment, nor any authorization past indulgence by the Administrative Agent, the Collateral Agent or approval or any Lender nor any other action byor inaction on behalf of the Administrative Agent, the Collateral Agent or any Lender, shall constitute or be deemed to constitute a consent to, or any notice or filing withwaiver of, any Governmental Authority except for immaterial authorizationsother action or inaction of the Borrower or any of the other Loan Parties which results (or would result) in a Default or Event of Default under the Credit Agreement or any other Loan Document, approvalsnor shall anything contained herein constitute a course of conduct or dealing among the parties; (ii) the Administrative Agent, the Collateral Agent and the Lenders shall have no obligation to grant any future waivers, consents or amendments with respect to the Credit Agreement or any other actionsLoan Document; and (iii) the parties hereto agree that nothing contained herein shall waive, notices affect or filings diminish any right of the failure to obtain of which would not reasonably be expected to have a Material Adverse Effect.Administrative Agent, the Collateral Agent and the

Ratification and Affirmation; Representations and Warranties. The Company Borrower hereby (a) acknowledges the terms of this Amendment; (b) ratifies and affirms its respective obligations under, and acknowledges, renews and extends its respective continued liability under, the Credit Agreement each Loan Document to which it is a party and agrees that the Credit Agreement each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended by this Amendment; (c) agrees that from and after hereby, notwithstanding the Amendment Effective Date (i) each reference to the Credit Agreement in the other Credit Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Amendment amendments contained herein and (ii) this Amendment does not constitute a novation of the Credit Agreement; and (db) represents and warrants to the Lenders that that, as of the date hereof, and immediately after giving effect to the terms of this Amendment, the execution, delivery, and performance by the Company and the consummation of the transactions contemplated by this Amendment : (i) the representations and warranties contained in the Credit Agreement as amended by this Second Amendment and each other Loan Document are within true and accurate in all material respects (unless qualified by materiality or Material Adverse Change, in which case such representation and warranty is true and accurate in all respects) on and as of the Company’s organizational powersSecond Amendment Effective Date as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, and except that for purposes hereof, the representations and warranties contained in 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 (b) thereof), (ii) have been duly authorized by all necessary action no event has occurred and is continuing or would result from the transactions contemplated hereby which constitutes an Event of the board of directors of the CompanyDefault or a Default, (iii) do not contravene the certificate of incorporation or bylaws of the Companyno Material Adverse Change shall have occurred, (iv) do not contravene any Requirement this Second Amendment has been duly authorized, executed and delivered by the Borrower and constitutes a valid and binding agreement of Law or any material Contractual Obligation binding on or the Borrower, enforceable in accordance with its terms, subject to the effect of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws affecting the Company except for immaterial laws or Contractual Obligations, the noncompliance with which would not reasonably be expected to result creditors’ rights generally and general principals of equity (whether considered in a Material Adverse Effectproceeding in equity or law), (v) do not result in there are no actions, suits or require proceedings pending or, to the creation knowledge of the Borrower or imposition any Subsidiary, threatened against the Borrower or any Subsidiary which purports to affect the legality, validity or enforceability of this Second Amendment or any Lien prohibited by the Credit Agreement other Loan Document and (vi) do the execution, delivery and performance of this Second Amendment by the Borrower will not require violate or conflict with (A) the organizational documents of the Borrower or any authorization Subsidiary, as in effect on the Second Amendment Effective Date or approval (B) any indenture, loan agreement or other action by, similar agreement or instrument binding on the Borrower or any notice or filing with, any Governmental Authority except for immaterial authorizations, approvals, other actions, notices or filings the failure to obtain of which would not reasonably be expected to have a Material Adverse EffectSubsidiary.

Ratification and Affirmation; Representations and Warranties. The Company hereby (a) The Borrower and each Guarantor hereby: (x) acknowledges and consents to the terms of this Amendment; Amendment and (by) ratifies and affirms its obligations underobligations, and acknowledges, renews and extends its continued liability underunder each Loan Document to which it is a party including, without limitation, any grant, pledge or collateral assignment of a lien or security interest, as applicable, contained therein and any guarantee provided by it therein, in each case as amended, restated, amended and restated, supplemented or otherwise modified prior to or as of the Credit Agreement date hereof (including as amended pursuant to this Amendment) and agrees that the Credit Agreement each Loan Document to which it is a party remains in full force and effect effect, as expressly amended hereby and that none of its obligations thereunder shall be impaired or limited by the execution or effectiveness of this Amendment; Amendment (csubject 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)). (b) The Borrower and each Guarantor hereby: (x) agrees that from and after the Second Amendment Effective Date (i) Signing Date, each reference to the Credit Agreement in the other Credit Loan Documents shall be deemed to be a reference to the Existing Credit Agreement, as amended by this Amendment Amendment; (y) acknowledges and (ii) this Amendment does not constitute agrees that nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Existing Credit Agreement; Agreement or any other Loan Document or instruments securing the same, which shall remain in full force and effect as modified hereby or by instruments executed concurrently herewith and (dz) represents and warrants to the Agents and the Lenders that as of the date hereof, and immediately after giving effect to the terms of this Amendment, the execution, delivery, and performance by the Company and the consummation of the transactions contemplated by this Amendment : (i) are within the Company’s organizational powersall representations and warranties contained in this Amendment, (ii) have been duly authorized by all necessary action of the board of directors of the Company, (iii) do not contravene the certificate of incorporation or bylaws of the Company, (iv) do not contravene any Requirement of Law or any material Contractual Obligation binding on or affecting the Company except for immaterial laws or Contractual Obligations, the noncompliance with which would not reasonably be expected to result in a Material Adverse Effect, (v) do not result in or require the creation or imposition of any Lien prohibited by the Credit Agreement and in the other Loan Documents are true and correct in all material respects, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, 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 (viii) do not require no event has occurred and is continuing that would constitute an Event of Default or a Default. Except as specifically provided herein, (i) nothing contained in this Amendment, nor any authorization past indulgence by the Administrative Agent, the Collateral Agent or approval or any Lender nor any other action byor inaction on behalf of the Administrative Agent, the Collateral Agent or any Lender, shall constitute or be deemed to constitute a consent to, or any notice or filing withwaiver of, any Governmental Authority except for immaterial authorizationsother action or inaction of the Borrower or any of the other Loan Parties which results (or would result) in a Default or Event of Default under the Credit Agreement or any other Loan Document, approvalsnor shall anything contained herein constitute a course of conduct or dealing among the parties; (ii) the Administrative Agent, the Collateral Agent and the Lenders shall have no obligation to grant any future waivers, consents or amendments with respect to the Credit Agreement or any other actionsLoan Document; and (iii) the parties hereto agree that nothing contained herein shall waive, notices affect or filings diminish any right of the failure Administrative Agent, the Collateral Agent and the Lenders to obtain of which would not reasonably be expected to have a Material Adverse Effecthereafter demand strict compliance with the Credit Agreement and the other Loan Documents.

Ratification and Affirmation; Representations and Warranties. (i) The Company hereby Borrower and each Guarantor hereby: (ax) acknowledges and consents to the terms of this Amendment; Amendment and (by) ratifies and affirms its obligations underobligations, and acknowledges, renews and extends its continued liability underunder each Loan Document to which it is a party including, without limitation, any grant, pledge or collateral assignment of a lien or security interest, as applicable, contained therein and any guarantee provided by it therein, in each case as amended, restated, amended and restated, supplemented or otherwise modified prior to or as of the Credit Agreement date hereof (including as amended pursuant to this Amendment) and agrees that the Credit Agreement each Loan Document to which it is a party remains in full force and effect effect, as expressly amended hereby and that none of its obligations thereunder shall be impaired or limited by the execution or effectiveness of this Amendment; Amendment (csubject 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)). (ii) The Borrower and each Guarantor hereby: (x) agrees that from and after the Fifth Amendment Effective Date (i) Date, each reference to the Credit Agreement in the other Credit Loan Documents shall be deemed to be a reference to the Existing Credit Agreement, as amended by this Amendment Amendment; (y) acknowledges and (ii) this Amendment does not constitute agrees that nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Existing Credit Agreement; Agreement or any other Loan Document or instruments securing the same, which shall remain in full force and effect as modified hereby or by instruments executed concurrently herewith and (dz) represents and warrants to the Agents and the Lenders that as of the date hereof, and immediately after giving effect to the terms of this Amendment, the execution, delivery, and performance by the Company and the consummation of the transactions contemplated by this Amendment : (i) are within the Company’s organizational powersall representations and warranties contained in this Amendment, (ii) have been duly authorized by all necessary action of the board of directors of the Company, (iii) do not contravene the certificate of incorporation or bylaws of the Company, (iv) do not contravene any Requirement of Law or any material Contractual Obligation binding on or affecting the Company except for immaterial laws or Contractual Obligations, the noncompliance with which would not reasonably be expected to result in a Material Adverse Effect, (v) do not result in or require the creation or imposition of any Lien prohibited by the Credit Agreement and in the other Loan Documents are true and correct in all material respects, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, 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 (viii) do not require no event has occurred and is continuing that would constitute an Event of Default or a Default. Except as specifically provided herein, (i) nothing contained in this Amendment, nor any authorization past indulgence by the Administrative Agent, the Collateral Agent or approval or any Lender nor any other action byor inaction on behalf of the Administrative Agent, the Collateral Agent or any Lender, shall constitute or be deemed to constitute a consent to, or any notice or filing withwaiver of, any Governmental Authority except for immaterial authorizationsother action or inaction of the Borrower or any of the other Loan Parties which results (or would result) in a Default or Event of Default under the Credit Agreement or any other Loan Document, approvalsnor shall anything contained herein constitute a course of conduct or dealing among the parties; (ii) the Administrative Agent, the Collateral Agent and the Lenders shall have no obligation to grant any future waivers, consents or amendments with respect to the Credit Agreement or any other actionsLoan Document; and (iii) the parties hereto agree that nothing contained herein shall waive, notices affect or filings diminish any right of the failure Administrative Agent, the Collateral Agent and the Lenders to obtain of which would not reasonably be expected to have a Material Adverse Effecthereafter demand strict compliance with the Credit Agreement and the other Loan Documents.

Ratification and Affirmation; Representations and Warranties. The Company hereby (a) The Borrower and each Guarantor hereby: (x) acknowledges and consents to the terms of this Amendment; Amendment and (by) ratifies and affirms its obligations underobligations, and acknowledges, renews and extends its continued liability underliability, under each Loan Document to which it is a party including, without limitation, any grant, pledge or collateral assignment of a lien or security interest, as applicable, contained therein and any guarantee provided by it therein, in each case as amended, restated, amended and restated, supplemented or otherwise modified prior to or as of the Credit Agreement date hereof (including as amended pursuant to this Amendment) and agrees that the Credit Agreement each Loan Document to which it is a party remains in full force and effect effect, as expressly amended hereby and that none of its obligations thereunder shall be impaired or limited by the execution or effectiveness of this Amendment; Amendment (csubject 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)). (b) The Borrower and each Guarantor hereby: (x) agrees that from and after the First Amendment Effective Date (i) Date, each reference to the Credit Agreement in the other Credit Loan Documents shall be deemed to be a reference to the Existing Credit Agreement, as amended by this Amendment Amendment; (y) acknowledges and (ii) this Amendment does not constitute agrees that nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Existing Credit Agreement; Agreement or any other Loan Document or instruments securing the same, which shall remain in full force and effect as modified hereby or by instruments executed concurrently herewith and (dz) represents and warrants to the Agents and the Lenders that as of the date hereof, and immediately after giving effect to the terms of this Amendment, the execution, delivery, and performance by the Company and the consummation of the transactions contemplated by this Amendment : (i) are within the Company’s organizational powersall representations and warranties contained in this Amendment, (ii) have been duly authorized by all necessary action of the board of directors of the Company, (iii) do not contravene the certificate of incorporation or bylaws of the Company, (iv) do not contravene any Requirement of Law or any material Contractual Obligation binding on or affecting the Company except for immaterial laws or Contractual Obligations, the noncompliance with which would not reasonably be expected to result in a Material Adverse Effect, (v) do not result in or require the creation or imposition of any Lien prohibited by the Credit Agreement and in the other Loan Documents are true and correct in all material respects, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, 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 (viii) do not require no event has occurred and is continuing that would constitute an Event of Default or a Default. Except as specifically provided herein, (i) nothing contained in this Amendment, nor any authorization past indulgence by the Administrative Agent, the Collateral Agent or approval or any Lender nor any other action byor inaction on behalf of the Administrative Agent, the Collateral Agent or any Lender, shall constitute or be deemed to constitute a consent to, or any notice or filing withwaiver of, any Governmental Authority except for immaterial authorizationsother action or inaction of the Borrower or any of the other Loan Parties which results (or would result) in a Default or Event of Default under the Credit Agreement or any other Loan Document, approvalsnor shall anything contained herein constitute a course of conduct or dealing among the parties; (ii) the Administrative Agent, the Collateral Agent and the Lenders shall have no obligation to grant any future waivers, consents or amendments with respect to the Credit Agreement or any other actionsLoan Document; and (iii) the parties hereto agree that nothing contained herein shall waive, notices affect or filings diminish any right of the failure Administrative Agent, the Collateral Agent and the Lenders to obtain of which would not reasonably be expected to have a Material Adverse Effecthereafter demand strict compliance with the Credit Agreement and the other Loan Documents.

Ratification and Affirmation; Representations and Warranties. The Company Each Loan Party hereby (a) acknowledges the terms of this Amendment; (b) ratifies and affirms (i) its obligations under, and acknowledges, renews and extends its continued liability under, the Credit Agreement each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect, except as expressly amended hereby and (ii) that the Credit 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 with respect to the Obligations as expressly amended by this Amendmenthereby; (cd) agrees that from and after the Fifth Amendment Effective Date (i) each reference to the Credit Agreement in the other Credit Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Amendment Amendment, (ii) each reference to the Guarantee and Collateral Agreement in the other Loan Documents shall be deemed a reference to the Guarantee and Collateral Agreement, as amended by this Amendment, and (iiiii) this Amendment does not constitute a novation of the Credit Agreement, the Guarantee and Collateral Agreement or any other Loan Document; and (de) represents and warrants to the Lenders that as of the date hereof, and immediately after giving effect to the terms of this Amendment, the execution, delivery, and performance by the Company and the consummation of the transactions contemplated by this Amendment : (i) all of the representations and warranties contained in each Loan Document to which it is a party are within true and correct in all material respects, except to the Company’s organizational powersextent any such representations and warranties are stated to relate solely to an earlier date, in which case, such representations and warranties shall have been true and correct in all material respects on and as of such earlier date (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in such Loan Document) and (ii) have been duly authorized by all necessary action no Default or Event of the board of directors of the Company, (iii) do not contravene the certificate of incorporation or bylaws of the Company, (iv) do not contravene any Requirement of Law or any material Contractual Obligation binding on or affecting the Company except for immaterial laws or Contractual Obligations, the noncompliance with which would not reasonably be expected to result in a Material Adverse Effect, (v) do not result in or require the creation or imposition of any Lien prohibited by the Credit Agreement Default has occurred and (vi) do not require any authorization or approval or other action by, or any notice or filing with, any Governmental Authority except for immaterial authorizations, approvals, other actions, notices or filings the failure to obtain of which would not reasonably be expected to have a Material Adverse Effectis continuing.

Ratification and Affirmation; Representations and Warranties. (i) The Company hereby Borrower and each Guarantor hereby: (ax) acknowledges and consents to the terms of this Amendment; Amendment and (by) ratifies and affirms its obligations underobligations, and acknowledges, renews and extends its continued liability underunder each Loan Document to which it is a party including, without limitation, any grant, pledge or collateral assignment of a lien or security interest, as applicable, contained therein and any guarantee provided by it therein, in each case as amended, restated, amended and restated, supplemented or otherwise modified prior to or as of the Credit Agreement date hereof (including as amended pursuant to this Amendment) and agrees that the Credit Agreement each Loan Document to which it is a party remains in full force and effect effect, as expressly amended hereby and that none of its obligations thereunder shall be impaired or limited by the execution or effectiveness of this Amendment; Amendment (csubject 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)). (ii) The Borrower and each Guarantor hereby: (x) agrees that from and after the Tenth Amendment Effective Date (i) Date, each reference to the Credit Agreement in the other Credit Loan Documents shall be deemed to be a reference to the Existing Credit Agreement, as amended by this Amendment Amendment; (y) acknowledges and (ii) this Amendment does not constitute agrees that nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Existing Credit Agreement; Agreement or any other Loan Document or instruments securing the same, which shall remain in full force and effect as modified hereby or by instruments executed concurrently herewith and (dz) represents and warrants to the Administrative Agent, the Collateral Agent, the Issuing Banks and the Lenders that as of the date hereof, and immediately after giving effect to the terms of this Amendment, the execution, delivery, and performance by the Company and the consummation of the transactions contemplated by this Amendment : (i) are within the Company’s organizational powersall representations and warranties contained in this Amendment, (ii) have been duly authorized by all necessary action of the board of directors of the Company, (iii) do not contravene the certificate of incorporation or bylaws of the Company, (iv) do not contravene any Requirement of Law or any material Contractual Obligation binding on or affecting the Company except for immaterial laws or Contractual Obligations, the noncompliance with which would not reasonably be expected to result in a Material Adverse Effect, (v) do not result in or require the creation or imposition of any Lien prohibited by the Credit Agreement and in the other Loan Documents are true and correct in all material respects, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, 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 (viii) do not require any authorization no event has occurred and is continuing that would constitute an Event of Default or approval or other action by, or any notice or filing with, any Governmental Authority except for immaterial authorizations, approvals, other actions, notices or filings the failure to obtain of which would not reasonably be expected to have a Material Adverse Effect.Default. Except as

Ratification and Affirmation; Representations and Warranties. The Company Each Obligor hereby (a) acknowledges the terms of this AmendmentForbearance Agreement; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends acknowledges its continued liability under, the Credit Agreement each Loan Document to which it is a party and agrees that the Credit Agreement each Loan Document to which it is a party remains in full force and effect as expressly amended by this Amendment; (c) agrees that from and after the Amendment Effective Date (i) each reference to the Credit Agreement in the other Credit Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Amendment and (ii) this Amendment does not constitute a novation of the Credit Agreementhereby; and (dc) represents and warrants to the Lenders that as of the date hereof, and immediately after giving effect to the terms of this Amendment, the execution, delivery, and performance by the Company and the consummation of the transactions contemplated by this Amendment Forbearance Agreement: (i) all of the representations and warranties contained in each Loan Document to which it is a party are within true and correct, except to the Company’s organizational powersextent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date, (ii) have been duly authorized by all necessary action no Default or Event of Default (other than the board of directors of the CompanyForbearance Defaults) has occurred and is continuing, (iii) do not contravene no event or events have occurred which individually or in the certificate of incorporation or bylaws of the Company, (iv) do not contravene any Requirement of Law or any material Contractual Obligation binding on or affecting the Company except for immaterial laws or Contractual Obligations, the noncompliance with which would not reasonably be expected to result in a Material Adverse Effect, (v) do not result in or require the creation or imposition of any Lien prohibited by the Credit Agreement and (vi) do not require any authorization or approval or other action by, or any notice or filing with, any Governmental Authority except for immaterial authorizations, approvals, other actions, notices or filings the failure to obtain of which would not aggregate could reasonably be expected to have a Material Adverse EffectEffect 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 Guarantor Obligations (as defined in the Guaranty Agreement) and its execution and delivery of this 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 the 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. The Company Each Obligated Party hereby (a) acknowledges the terms of this Amendment; Agreement, (b) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, the Credit Agreement each Loan Document to which it is a party and agrees that the Credit Agreement each such Loan Document to which it is a party remains in full force and effect effect, except as expressly amended by this Amendment; hereby or in connection herewith, notwithstanding the amendments contained herein, (c) agrees that from reaffirms, ratifies, confirms, renews and after acknowledges the Amendment Effective Date (i) each reference liens, security interest and guarantees granted pursuant to the Credit Agreement in the other Credit Documents shall be deemed to be a reference to the Credit AgreementLoan Documents, as amended by this Amendment and (ii) this Amendment does not constitute a novation of the Credit Agreement; and (d) represents acknowledges and warrants agrees that the Loan Documents, the liens, security interests and guarantees granted pursuant thereto and their respective obligations thereunder are, and SHALL CONTINUE, IN FULL FORCE AND EFFECT, TO SECURE THE PROMPT First Modification Agreement 2 AND UNCONDITIONAL PAYMENT AND PERFORMANCE IN FULL OF ALL INDEBTEDNESS PURSUANT TO THE LOAN AGREEMENT, AS AMENDED HEREBY OR IN CONNECTION HEREWITH, INCLUDING, WITHOUT LIMITATION, THE INDEBTEDNESS, OBLIGATIONS AND LIABILITIES EVIDENCED BY, PURSUANT TO OR ARISING OUT OF THE NOTE. Furthermore, each Obligated Party hereby confirms that, after giving effect to the Lenders that this Agreement, no Default or Event of Default exists as of the date hereof, and immediately after giving that all of the representations and warranties contained in Article 5 of the Loan Agreement, as amended hereby, and in any other document, instrument or agreement executed in connection therewith or herewith shall be true and correct in all material respects on and as of the Effective Date and the date of the effectiveness of Agreement with the same force and effect as if such representations and warranties had been made on and as of such date, except to the terms of this Amendment, the execution, delivery, extent such representations and performance by the Company and the consummation of the transactions contemplated by this Amendment (i) are within the Company’s organizational powers, (ii) have been duly authorized by all necessary action of the board of directors of the Company, (iii) do not contravene the certificate of incorporation or bylaws of the Company, (iv) do not contravene any Requirement of Law or any material Contractual Obligation binding on or affecting the Company except for immaterial laws or Contractual Obligations, the noncompliance with which would not reasonably be expected warranties speak to result in a Material Adverse Effect, (v) do not result in or require the creation or imposition of any Lien prohibited by the Credit Agreement and (vi) do not require any authorization or approval or other action by, or any notice or filing with, any Governmental Authority except for immaterial authorizations, approvals, other actions, notices or filings the failure to obtain of which would not reasonably be expected to have a Material Adverse Effectspecific date.

Ratification and Affirmation; Representations and Warranties. The Company Each Obligor hereby (a) acknowledges the terms of this AmendmentThird Forbearance Agreement; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends acknowledges its continued liability under, the Credit Agreement each Loan Document to which it is a party and agrees that the Credit Agreement each Loan Document to which it is a party remains in full force and effect as expressly amended by this Amendment; (c) agrees that from and after the Amendment Effective Date (i) each reference to the Credit Agreement in the other Credit Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Amendment and (ii) this Amendment does not constitute a novation of the Credit Agreementhereby; and (dc) represents and warrants to the Lenders that as of the date hereof, and immediately after giving effect to the terms of this Amendment, the execution, delivery, and performance by the Company and the consummation of the transactions contemplated by this Amendment Third Forbearance Agreement: (i) all of the representations and warranties contained in each Loan Document to which it is a party are within true and correct, except to the Company’s organizational powersextent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date, (ii) have been duly authorized by all necessary action no Default or Event of Default (other than the board of directors of the CompanyForbearance Defaults) has occurred and is continuing, (iii) do not contravene no event or events have occurred which individually or in the certificate of incorporation or bylaws of the Company, (iv) do not contravene any Requirement of Law or any material Contractual Obligation binding on or affecting the Company except for immaterial laws or Contractual Obligations, the noncompliance with which would not reasonably be expected to result in a Material Adverse Effect, (v) do not result in or require the creation or imposition of any Lien prohibited by the Credit Agreement and (vi) do not require any authorization or approval or other action by, or any notice or filing with, any Governmental Authority except for immaterial authorizations, approvals, other actions, notices or filings the failure to obtain of which would not aggregate could reasonably be expected to have a Material Adverse EffectEffect 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 Guarantor Obligations (as defined in the Guaranty Agreement) and its execution and delivery of this Third 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 the 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. The Company hereby (a) The Borrower and each Guarantor hereby: (x) acknowledges and consents to the terms of this Amendment; Amendment and (by) ratifies and affirms its obligations underobligations, and acknowledges, renews and extends its continued liability underliability, under each Loan Document to which it is a party including, without limitation, any grant, pledge or collateral assignment of a lien or security interest, as applicable, contained therein and any guarantee provided by it therein, in each case as amended, restated, amended and restated, supplemented or otherwise modified prior to or as of the Credit Agreement date hereof (including as amended pursuant to this Amendment) and agrees that the Credit Agreement each Loan Document to which it is a party remains in full force and effect effect, as expressly amended hereby and that none of its obligations thereunder shall be impaired or limited by the execution or effectiveness of this Amendment; Amendment (csubject 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)). (b) The Borrower and each Guarantor hereby: (x) agrees that from and after the Twelfth Amendment Effective Date (i) Date, each reference to the Credit Agreement in the other Credit Loan Documents shall be deemed to be a reference to the Existing Credit Agreement, as amended by this Amendment Amendment; (y) acknowledges and (ii) this Amendment does not constitute agrees that nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Existing Credit Agreement; Agreement or any other Loan Document or instruments securing the same, which shall remain in full force and effect as modified hereby or by instruments executed concurrently herewith and (dz) represents and warrants to the Administrative Agent, the Collateral Agent, the Issuing Banks and the Lenders that as of the date hereof, and immediately after giving effect to the terms of this Amendment, the execution, delivery, and performance by the Company and the consummation of the transactions contemplated by this Amendment : (i) are within the Company’s organizational powersall representations and warranties contained in this Amendment, (ii) have been duly authorized by all necessary action of the board of directors of the Company, (iii) do not contravene the certificate of incorporation or bylaws of the Company, (iv) do not contravene any Requirement of Law or any material Contractual Obligation binding on or affecting the Company except for immaterial laws or Contractual Obligations, the noncompliance with which would not reasonably be expected to result in a Material Adverse Effect, (v) do not result in or require the creation or imposition of any Lien prohibited by the Credit Agreement and in the other Loan Documents are true and correct in all material respects, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, 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 (viii) do not require no event has occurred and is continuing that would constitute an Event of Default or a Default. Without limiting the generality of the foregoing, (i) nothing contained in this Amendment, nor any authorization past indulgence by the Administrative Agent, the Collateral Agent, any Lender or approval or any Issuing Bank nor any other action byor inaction on behalf of the Administrative Agent, the Collateral Agent, any Lender or any Issuing Bank, shall constitute or be deemed to constitute a consent to, or any notice or filing withwaiver of, any Governmental Authority except for immaterial authorizationsother action or inaction of the Borrower or any of the other Loan Parties which results (or would result) in a Default or Event of Default under the Credit Agreement or any other Loan Document, approvalsnor shall anything contained herein constitute a course of conduct or dealing among the parties; (ii) the Administrative Agent, the Collateral Agent, the Lenders and the Issuing Banks shall have no obligation to grant any future waivers, consents or amendments with respect to the Credit Agreement or any other actionsLoan Document; and (iii) the parties hereto agree that nothing contained herein shall waive, notices affect or filings diminish any right of the failure Administrative Agent, the Collateral Agent, the Lenders and the Issuing Banks to obtain of which would not reasonably be expected to have a Material Adverse Effecthereafter demand strict compliance with the Credit Agreement and the other Loan Documents.

Ratification and Affirmation; Representations and Warranties. The Company hereby (a) The Borrower and each Guarantor hereby: (x) acknowledges and consents to the terms of this Amendment; Amendment and (by) ratifies and affirms its obligations underobligations, and acknowledges, renews and extends its continued liability underliability, under each Loan Document to which it is a party including, without limitation, any grant, pledge or collateral assignment of a lien or security interest, as applicable, contained therein and any guarantee provided by it therein, in each case as amended, restated, amended and restated, supplemented or otherwise modified prior to or as of the Credit Agreement date hereof (including as amended pursuant to this Amendment and giving effect to the establishment of the New Sixth Amendment Commitments and the incurrence of any Loans thereunder) and agrees that the Credit Agreement each Loan Document to which it is a party remains in full force and effect effect, as expressly amended hereby and that none of its obligations thereunder shall be impaired or limited by the execution or effectiveness of this Amendment; Amendment (csubject 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)). (b) The Borrower and each Guarantor hereby: (x) agrees that from and after the Sixth Amendment Effective Date (i) Date, each reference to the Credit Agreement in the other Credit Loan Documents shall be deemed to be a reference to the Existing Credit Agreement, as amended by this Amendment Amendment; (y) acknowledges and (ii) this Amendment does not constitute a novation of the Credit Agreement; and (d) represents and warrants to the Lenders agrees that as of the date hereof, and immediately after giving effect to the terms of this Amendment, the execution, delivery, and performance by the Company and the consummation of the transactions contemplated by this Amendment (i) are within the Company’s organizational powers, (ii) have been duly authorized by all necessary action of the board of directors of the Company, (iii) do not contravene the certificate of incorporation or bylaws of the Company, (iv) do not contravene any Requirement of Law or any material Contractual Obligation binding on or affecting the Company except for immaterial laws or Contractual Obligations, the noncompliance with which would not reasonably nothing herein contained shall be expected to result in a Material Adverse Effect, (v) do not result in or require the creation or imposition of any Lien prohibited by the Credit Agreement and (vi) do not require any authorization or approval or other action by, or any notice or filing with, any Governmental Authority except for immaterial authorizations, approvals, other actions, notices or filings the failure to obtain of which would not reasonably be expected to have a Material Adverse Effect.construed as