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

Ratification and Affirmation; Representations and Warranties. Each 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 (as defined in the applicable Combined Credit Agreement as used in this Section) to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect; and (c) represents and warrants to the Lenders (as defined in the applicable Combined Credit Agreement) that as of the date hereof, after giving effect to the terms of this Agreement: 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 to which it is a party are true and correct in all material respects on and as of the Effective Date, except that to the extent any such representations and warranties 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 as of such specified earlier date and (y) qualified by materiality, such representations and warranties (as so qualified) shall continue to be true and correct in all 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 which shall continue in full force and effect, and (2) that the Liens created by the Loan Documents to which it is a party are valid, continuing and enforceable and secure the Secured Indebtedness or Canadian Secured Indebtedness, as the case may be, in accordance with the terms thereof. This Agreement is a Loan Document.

Ratification and Affirmation; Representations and Warranties. The Borrower and each of the other Loan Parties does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents, in each case, as amended hereby, and its obligations thereunder. Each Combined of the Borrower and the Subsidiary Guarantors 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 defined in the applicable Combined Credit Agreement as used in this Section) amended hereby, to which it is a party and agrees that each Loan Document Document, as amended hereby, to which it is a party remains in full force and effect; , notwithstanding the amendments contained herein and (cb) represents and warrants to the Administrative Agent and the Lenders that: (as defined in the applicable Combined Credit Agreementi) that as of the date hereofhereof and as of the Effective Date, after giving effect to the terms of this Agreement: except with respect to Section 7.18 of the Canadian Credit Agreement and Section 7.18 of the U.S. Credit AgreementAmendment, all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects on (except for such representations and as of the Effective Datewarranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects), except that to the extent any such representations and warranties 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 (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 and (yii) qualified by materialityas of the date hereof and as of the Effective Date, such representations (A) immediately before giving effect to this Amendment, no Default or Event of Default has occurred and warranties (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 which shall continue in full force and effect, continuing and (2B) that the Liens created by the Loan Documents immediately after giving effect to which it is a party are validthis Amendment, continuing no Default or Event of Default will have occurred and enforceable and secure the Secured Indebtedness or Canadian Secured Indebtedness, as the case may be, in accordance with the terms thereof. This Agreement is a Loan Documentbe continuing.

Ratification and Affirmation; Representations and Warranties. Each Combined of the undersigned does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents, as amended hereby, and its obligations thereunder. The Borrower hereby (a) acknowledges the terms of this Agreement; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, under each Loan Document (as defined in the applicable Combined Credit Agreement as used in this Section) to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect; , except as expressly amended hereby, notwithstanding the amendments contained herein, (b) confirms and ratifies all of its obligations under the Loan Documents to which it is a party, including its obligations and the Liens granted by it under the Security Documents to which it is a party and confirms that all references in such Security Documents to the “Credit Agreement” (or words of similar import) refer to the Credit Agreement as amended and supplemented hereby without impairing any such obligations or Liens in any respect and (c) represents and warrants to the Lenders that: (as defined in the applicable Combined Credit Agreementi) that as of the date hereof, after giving effect to the terms of this Agreement: except with respect to Section 7.18 of the Canadian Credit Agreement and Section 7.18 of the U.S. Credit AgreementSecond Amendment, all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects on and as of the Effective Daterespects, except that to the extent any such representations and warranties 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 (y) qualified by materiality, such date); provided that the representations and warranties (as so qualified) with respect to the Specified Acquired Business shall continue be limited to be true and correct in all respects. Each Guarantor (as defined the extent set forth in the applicable Combined Credit Agreement) acknowledges penultimate paragraph of 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 which shall continue in full force and effectCommitment Letter, and (2ii) that as of the Liens created by the Loan Documents date hereof, after giving effect to which it this Second Amendment, no Default has occurred and is a party are valid, continuing and enforceable and secure the Secured Indebtedness or Canadian Secured Indebtedness, as the case may be, in accordance with the terms thereof. This Agreement is a Loan Documentcontinuing.

Ratification and Affirmation; Representations and Warranties. Each Combined Borrower Obligor hereby (a) acknowledges the terms of this Second Forbearance Agreement; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends acknowledges its continued liability under, each Loan Document (as defined in the applicable Combined Credit Agreement as used in this Section) to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effecteffect as expressly amended hereby; and (c) represents and warrants to the Lenders (as defined in the applicable Combined Credit Agreement) that as of the date hereof, after giving effect to the terms of this Second Forbearance Agreement: except with respect to Section 7.18 of the Canadian Credit Agreement and Section 7.18 of the U.S. Credit Agreement, (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects on and as of the Effective Datecorrect, except that to the extent any such representations and warranties 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 as of such specified earlier date date, (ii) no Default or Event of Default (other than the Forbearance Defaults) has occurred and is continuing, (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect and (yiv) qualified 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 materialityacceleration or otherwise, such representations and warranties (as so qualified) shall continue to be true and correct in all respects. Each of the Guarantor Obligations (as defined in the applicable Combined Credit Guaranty Agreement) acknowledges the terms and its execution and delivery of this Agreement. The Combined Borrowers and each Second Forbearance Agreement does not indicate or establish an approval or consent requirement by such Guarantor ratifies and affirms (1) its respective obligations 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 Documents. Each of the Grantors have granted to which it is the Administrative Agent, a party valid, binding, perfected, enforceable, first priority (including its guarantee obligations under the applicable Guaranty Agreement (as defined subject to Excepted Liens) Liens in the applicable Combined Credit Agreement) Collateral and all Deed of Trust Property and all other assets described in the Security Instruments and such Liens are not subject to which it is a party as amended herebyavoidance, all subordination, recharacterization, recovery, attack, offset, counterclaim, or defense of which shall continue in full force and effect, and (2) that the Liens created by the Loan Documents to which it is a party are valid, continuing and enforceable and secure the Secured Indebtedness or Canadian Secured Indebtedness, as the case may be, in accordance with the terms thereof. This Agreement is a Loan Documentany kind.

Ratification and Affirmation; Representations and Warranties. Each Combined of the undersigned does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents, as amended hereby, and its obligations hereunder or thereunder. The Borrower hereby (ai) acknowledges the terms of this Agreement; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, under each Loan Document (as defined in the applicable Combined Credit Agreement as used in this Section) to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect; , except as expressly amended hereby, notwithstanding the amendments contained 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 (civ) represents and warrants to the Lenders that: (as defined in the applicable Combined Credit AgreementA) that as of the date hereof, after giving effect to the terms of this Agreement: except with respect to Section 7.18 of the Canadian Credit Agreement and Section 7.18 of the U.S. Credit AgreementFirst Amendment, all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects on (except that any such representations and as of the Effective Datewarranties that are modified by materiality shall be true and correct in all respects), except that to the extent any such representations and warranties 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 (y) qualified by materiality, except that any such representations and warranties (as so qualified) that are modified by materiality shall continue to be true and correct in all respects. Each Guarantor (respects 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 which shall continue in full force and effect, such specified earlier date); and (2B) that as of the Liens created by the Loan Documents date hereof, after giving effect to which it this First Amendment, no Default or Event of Default has occurred and is a party are valid, continuing and enforceable and secure the Secured Indebtedness or Canadian Secured Indebtedness, as the case may be, in accordance with the terms thereof. This Agreement is a Loan Documentcontinuing.

Ratification and Affirmation; Representations and Warranties. Each Combined of the undersigned does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents, as amended hereby, and its obligations thereunder. The Borrower hereby (a) acknowledges the terms of this Agreement; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, under each Loan Document (as defined in the applicable Combined Credit Agreement as used in this Section) to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect; , except as expressly amended hereby, notwithstanding the amendments contained herein, (b) confirms and ratifies all of its obligations under the Loan Documents to which it is a party, including its obligations and the Liens granted by it under the Security Documents to which it is a party, (c) 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 (cd) represents and warrants to the Lenders that: (as defined in the applicable Combined Credit Agreementi) that as of the date hereof, after giving effect to the terms of this Agreement: except with respect to Section 7.18 of the Canadian Credit Agreement and Section 7.18 of the U.S. Credit AgreementEighth Amendment, all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects on (except that any such representations and as of the Effective Datewarranties that are modified by materiality shall be true and correct in all respects), except that to the extent any such representations and warranties 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 (y) qualified by materiality, except that any such representations and warranties (as so qualified) that are modified by materiality shall continue to be true and correct in all respects. Each Guarantor (respects 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 which shall continue in full force and effect, such specified earlier date); and (2ii) that as of the Liens created by the Loan Documents date hereof, after giving effect to which it this Eighth Amendment, no Default has occurred and is a party are valid, continuing and enforceable and secure the Secured Indebtedness or Canadian Secured Indebtedness, as the case may be, in accordance with the terms thereof. This Agreement is a Loan Documentcontinuing.

Ratification and Affirmation; Representations and Warranties. Each Combined of the undersigned Borrower Parties does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents, as amended hereby, and its obligations thereunder. The Borrower hereby (ai) acknowledges the terms of this Agreement; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, under each Loan Document (as defined in the applicable Combined Credit Agreement as used in this Section) to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect; , except as expressly amended hereby, notwithstanding the amendments contained 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 (civ) represents and warrants to the Lenders that: (as defined in the applicable Combined Credit AgreementA) that as of the date hereof, after giving effect to the terms of this Agreement: except with respect to Section 7.18 of the Canadian Credit Agreement and Section 7.18 of the U.S. Credit AgreementEleventh Amendment, all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects on (except that any such representations and as of the Effective Datewarranties that are modified by materiality shall be true and correct in all respects), except that to the extent any such representations and warranties 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 (y) qualified by materiality, except that any such representations and warranties (as so qualified) that are modified by materiality shall continue to be true and correct in all respects. Each Guarantor (respects 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 which shall continue in full force and effect, such specified earlier date); and (2B) that as of the Liens created by the Loan Documents date hereof, after giving effect to which it this Eleventh Amendment, no Default has occurred and is a party are valid, continuing and enforceable and secure the Secured Indebtedness or Canadian Secured Indebtedness, as the case may be, in accordance with the terms thereof. This Agreement is a Loan Documentcontinuing.

Ratification and Affirmation; Representations and Warranties. Each Combined Borrower The Debtors each hereby (a) acknowledges acknowledge the terms of this AgreementFirst Amendment; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, each Loan Note Document (as defined in the applicable Combined Credit Agreement as used in this Section) to which it is a party and agrees that each Loan 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 (c) represents and warrants to the Lenders (as defined in the applicable Combined Credit Agreement) Purchaser that as of the date hereof, after giving effect to the terms of this AgreementFirst Amendment: 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 to which it is a party are true and correct in all material respects on and as of the Effective Date, except that to the extent any (i) unless such representations and warranties are (x) expressly limited stated to an relate to a specific earlier date, in which case, on the Effective Date such representations and warranties shall continue to be true and correct as of such specified earlier date and (y) qualified by materialitydate, such all of the representations and warranties (as so qualified) shall continue to be true and correct contained 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 which shall continue in full force and effect, and (2) that the Liens created by the Loan Documents Note Document to which it is a party are validtrue and correct, continuing including without limitation, the information contained in the updated Disclosure Schedules of the Note Documents attached hereto as Exhibit A, and enforceable (ii) no Event of Default under the Purchase Agreement nor Default under the Security Agreement has occurred and is continuing. Without limiting the generality of the foregoing, each Debtor hereby acknowledges and agrees that the Security Interest (as defined in the Security Agreement) continues to secure the Secured Indebtedness or Canadian Secured Indebtednesspayment and performance of the Obligations (as defined in the Security Agreement), as including, without limitation, the case may beSecond Note. The Company further represents and warrants to the Purchaser that from and after the date of the Purchase Agreement until the date of this First Amendment, in accordance with no changes have been made to the terms thereof. This Agreement is a Loan DocumentCertificate of Incorporation of the Company nor the Bylaws of the Company.

Ratification and Affirmation; Representations and Warranties. Each Combined of the undersigned does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents, as amended hereby, and its obligations thereunder. The Borrower hereby (a) acknowledges the terms of this Agreement; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, under each Loan Document (as defined in the applicable Combined Credit Agreement as used in this Section) to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect; , except as expressly amended hereby, notwithstanding the amendments contained herein, (b) confirms and ratifies all of its obligations under the Loan Documents to which it is a party, including its obligations and the Liens granted by it under the Security Documents to which it is a party and confirms that all references in such Security Documents to the “Credit Agreement” (or words of similar import) refer to the Credit Agreement as amended and supplemented hereby without impairing any such obligations or Liens in any respect and (c) represents and warrants to the Lenders that: (as defined in the applicable Combined Credit Agreementi) that as of the date hereof, after giving effect to the terms of this Agreement: except with respect to Section 7.18 of the Canadian Credit Agreement and Section 7.18 of the U.S. Credit AgreementFourth Amendment, all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects on (except that any such representations and as of the Effective Datewarranties that are modified by materiality shall be true and correct in all respects), except that to the extent any such representations and warranties 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 (y) qualified by materiality, except that any such representations and warranties (as so qualified) that are modified by materiality shall continue to be true and correct in all respects. Each Guarantor (respects 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 which shall continue in full force and effect, such specified earlier date); and (2ii) that as of the Liens created by the Loan Documents date hereof, after giving effect to which it this Fourth Amendment, no Default has occurred and is a party are valid, continuing and enforceable and secure the Secured Indebtedness or Canadian Secured Indebtedness, as the case may be, in accordance with the terms thereof. This Agreement is a Loan Documentcontinuing.

Ratification and Affirmation; Representations and Warranties. Each Combined of the undersigned does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents, as amended hereby, and its obligations thereunder. The Borrower hereby (a) acknowledges the terms of this Agreement; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, under each Loan Document (as defined in the applicable Combined Credit Agreement as used in this Section) to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect; , except as expressly amended hereby, notwithstanding the amendments contained herein, (b) confirms and ratifies all of its obligations under the Loan Documents to which it is a party, including its obligations and the Liens granted by it under the Security Documents to which it is a party, (c) 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 (cd) represents and warrants to the Lenders that: (as defined in the applicable Combined Credit Agreementi) that as of the date hereof, after giving effect to the terms of this Agreement: except with respect to Section 7.18 of the Canadian Credit Agreement and Section 7.18 of the U.S. Credit AgreementSixth Amendment, all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects on (except that any such representations and as of the Effective Datewarranties that are modified by materiality shall be true and correct in all respects), except that to the extent any such representations and warranties 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 (y) qualified by materiality, except that any such representations and warranties (as so qualified) that are modified by materiality shall continue to be true and correct in all respects. Each Guarantor (respects 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 which shall continue in full force and effect, such specified earlier date); and (2ii) that as of the Liens created by the Loan Documents date hereof, after giving effect to which it this Sixth Amendment, no Default has occurred and is a party are valid, continuing and enforceable and secure the Secured Indebtedness or Canadian Secured Indebtedness, as the case may be, in accordance with the terms thereof. This Agreement is a Loan Documentcontinuing.

Ratification and Affirmation; Representations and Warranties. Each Combined of the undersigned does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents, as amended hereby, and its obligations thereunder. The Borrower and each other Borrower Party party hereto hereby (a) acknowledges the terms of this Agreement; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, under each Loan Document (as defined in the applicable Combined Credit Agreement as used in this Section) to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect; , except as expressly amended hereby, notwithstanding the amendments contained herein, (b) confirms and ratifies all of its obligations under the Loan Documents to which it is a party, including its obligations and the Liens granted by it under the Security Documents to which it is a party, (c) 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 (cd) represents and warrants to the Lenders that: (as defined in the applicable Combined Credit Agreementi) that as of the date hereof, after giving effect to the terms of this Agreement: except with respect to Section 7.18 of the Canadian Credit Agreement and Section 7.18 of the U.S. Credit AgreementFifth Amendment, all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects on (except that any such representations and as of the Effective Datewarranties that are modified by materiality shall be true and correct in all respects), except that to the extent any such representations and warranties 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 (y) qualified by materiality, except that any such representations and warranties (as so qualified) that are modified by materiality shall continue to be true and correct in all respects. Each Guarantor (respects 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 which shall continue in full force and effect, such specified earlier date); and (2ii) that as of the Liens created by the Loan Documents date hereof, after giving effect to which it this Fifth Amendment, no Default has occurred and is a party are valid, continuing and enforceable and secure the Secured Indebtedness or Canadian Secured Indebtedness, as the case may be, in accordance with the terms thereof. This Agreement is a Loan Documentcontinuing.

Ratification and Affirmation; Representations and Warranties. The Borrower and each of the other Loan Parties does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents, as amended hereby, and its obligations thereunder. Each Combined of the Borrower and the Subsidiary Guarantors 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 defined in the applicable Combined Credit Agreement as used in this Section) amended hereby, to which it is a party and agrees that each Loan Document Document, as amended hereby, to which it is a party remains in full force and effect; , notwithstanding the amendments contained herein and (cb) represents and warrants to the Administrative Agent and the Lenders that: (as defined in the applicable Combined Credit Agreementi) that as of the date hereofhereof and as of the Effective Date, after giving effect to the terms of this Agreement: except with respect to Section 7.18 of the Canadian Credit Agreement and Section 7.18 of the U.S. Credit AgreementAmendment, all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects on (except for such representations and as of the Effective Datewarranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects), except that to the extent any such representations and warranties 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 (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 and (yii) qualified by materiality(A) as of the date hereof and as of the Effective Date, such representations no Default or Event of Default has occurred and warranties (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 which shall continue in full force and effect, continuing and (2B) that the Liens created by the Loan Documents immediately after giving effect to which it is a party are validthis Amendment, continuing no Default or Event of Default will have occurred and enforceable and secure the Secured Indebtedness or Canadian Secured Indebtedness, as the case may be, in accordance with the terms thereofbe continuing. This Agreement is a Loan Document.HN\1529244.10

Ratification and Affirmation; Representations and Warranties. Each Combined of the undersigned does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents, as amended hereby, and its obligations thereunder. The Borrower hereby (a) acknowledges the terms of this Agreement; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, under each Loan Document (as defined in the applicable Combined Credit Agreement as used in this Section) to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect; , except as expressly amended hereby, notwithstanding the amendments contained herein, (b) confirms and ratifies all of its obligations under the Loan Documents to which it is a party, including its obligations and the Liens granted by it under the Security Documents to which it is a party, (c) 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 (cd) represents and warrants to the Lenders that: (as defined in the applicable Combined Credit Agreementi) that as of the date hereof, after giving effect to the terms of this Agreement: except with respect to Section 7.18 of the Canadian Credit Agreement and Section 7.18 of the U.S. Credit AgreementSeventh Amendment, all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects on (except that any such representations and as of the Effective Datewarranties that are modified by materiality shall be true and correct in all respects), except that to the extent any such representations and warranties 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 (y) qualified by materiality, except that any such representations and warranties (as so qualified) that are modified by materiality shall continue to be true and correct in all respects. Each Guarantor (respects 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 which shall continue in full force and effect, such specified earlier date); and (2ii) that as of the Liens created by the Loan Documents date hereof, after giving effect to which it this Seventh Amendment, no Default has occurred and is a party are valid, continuing and enforceable and secure the Secured Indebtedness or Canadian Secured Indebtedness, as the case may be, in accordance with the terms thereof. This Agreement is a Loan Documentcontinuing.

Ratification and Affirmation; Representations and Warranties. Each Combined of the undersigned does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents, as amended hereby, and its obligations thereunder. The Borrower hereby (ai) acknowledges the terms of this Agreement; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, under each Loan Document (as defined in the applicable Combined Credit Agreement as used in this Section) to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect; , except as expressly amended hereby, notwithstanding the amendments contained 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 (civ) represents and warrants to the Lenders that: (as defined in the applicable Combined Credit AgreementA) that as of the date hereof, after giving effect to the terms of this Agreement: except with respect to Section 7.18 of the Canadian Credit Agreement and Section 7.18 of the U.S. Credit AgreementTenth Amendment, all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects on (except that any such representations and as of the Effective Datewarranties that are modified by materiality shall be true and correct in all respects), except that to the extent any such representations and warranties 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 (y) qualified by materiality, except that any such representations and warranties (as so qualified) that are modified by materiality shall continue to be true and correct in all respects. Each Guarantor (respects 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 which shall continue in full force and effect, such specified earlier date); and (2B) that as of the Liens created by the Loan Documents date hereof, after giving effect to which it this Tenth Amendment, no Default has occurred and is a party are valid, continuing and enforceable and secure the Secured Indebtedness or Canadian Secured Indebtedness, as the case may be, in accordance with the terms thereof. This Agreement is a Loan Documentcontinuing.

Ratification and Affirmation; Representations and Warranties. Each Combined of the undersigned does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents, as amended hereby, and its obligations thereunder. Each of the Borrower and Parent 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 (as defined in the applicable Combined Credit Agreement as used in this Section) to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect; , except as expressly amended hereby, notwithstanding the amendments contained herein and (cb) represents and warrants to the Lenders that: (as defined in the applicable Combined Credit Agreementi) that as of the date hereof, after giving effect to the terms of this Agreement: except with respect to Section 7.18 of the Canadian Credit Agreement and Section 7.18 of the U.S. Credit AgreementAmendment, all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects on (except for such representations and as of the Effective Datewarranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects), except that to the extent any such representations and warranties 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 as of such specified earlier date and in all material respects (y) qualified by materiality, except for such representations and warranties (as so qualified) that have a materiality or Material Adverse Effect qualification, which shall continue to be true and correct in all respects. Each Guarantor () as defined of such specified earlier date as supplemented or subject to such qualifications as are set forth in the applicable Combined Credit AgreementSchedule(s) acknowledges as of 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 which shall continue in full force and effect, Second Amendment Effective Date and (2ii) that (A) as of the Liens created by the Loan Documents to which it date hereof, no Default has occurred and is a party are valid, continuing and enforceable (B) immediately after giving effect to this Amendment, no Default will have occurred and secure the Secured Indebtedness or Canadian Secured Indebtedness, as the case may be, in accordance with the terms thereof. This Agreement is a Loan Documentbe continuing.

Ratification and Affirmation; Representations and Warranties. Each Combined Borrower 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 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 defined in the applicable Combined Credit Agreement as used in this Section) amended hereby, to which it is a party and agrees that each Loan Document Document, as amended hereby, to which it is a party remains in full force and effect; , notwithstanding the amendments contained herein and (cb) represents and warrants to the Administrative Agent and the Lenders that: (as defined in the applicable Combined Credit Agreementi) that as of the date hereofhereof and as of the Fourth Amendment Effective Date, after giving effect to the terms of this Agreement: except with respect to Section 7.18 of the Canadian Credit Agreement and Section 7.18 of the U.S. Credit AgreementAmendment, all of the representations and warranties contained in each Loan Document 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 on (except for such representations and as of the Effective Datewarranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects), except that to the extent any such representations and warranties are (x) expressly limited specifically refer to an earlier date, in which case, on the Effective Date such representations and warranties shall continue to be true and correct as of such specified earlier date and in all material respects (y) qualified by materiality, except for such representations and warranties (as so qualified) that have a materiality or Material Adverse Effect qualification, which shall continue to be true and correct in all respects. Each Guarantor ) as of such specified earlier date, (ii) (A) as defined in of the applicable Combined Credit Agreement) acknowledges date hereof and as of the terms Fourth Amendment Effective Date, no Default or Event of this Agreement. The Combined Borrowers Default has occurred 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 which shall continue in full force and effect, continuing and (2B) that the Liens created by the Loan Documents immediately after giving effect to which it is a party are validthis Amendment, no Default or Event of Default will have occurred and be continuing and enforceable and secure (iii) neither of the Secured Indebtedness or Canadian Secured Indebtedness, as the case may be, in accordance with the terms thereof. This Agreement Borrowers nor any of their Subsidiaries is a Loan Documentan EEA Financial Institution.

Ratification and Affirmation; Representations and Warranties. Each Combined of the undersigned does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents, as amended hereby, and its obligations thereunder. The Borrower hereby (ai) acknowledges the terms of this Agreement; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, under each Loan Document (as defined in the applicable Combined Credit Agreement as used in this Section) to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect; , except as expressly amended hereby, notwithstanding the amendments contained 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 (civ) represents and warrants to the Lenders that: (as defined in the applicable Combined Credit AgreementA) that as of the date hereof, after giving effect to the terms of this Agreement: except with respect to Section 7.18 of the Canadian Credit Agreement and Section 7.18 of the U.S. Credit AgreementNinth Amendment, all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects on (except that any such representations and as of the Effective Datewarranties that are modified by materiality shall be true and correct in all respects), except that to the extent any such representations and warranties 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 (y) qualified by materiality, except that any such representations and warranties (as so qualified) that are modified by materiality shall continue to be true and correct in all respects. Each Guarantor (respects 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 which shall continue in full force and effect, such specified earlier date); and (2B) that as of the Liens created by the Loan Documents date hereof, after giving effect to which it this Ninth Amendment, no Default has occurred and is a party are valid, continuing and enforceable and secure the Secured Indebtedness or Canadian Secured Indebtedness, as the case may be, in accordance with the terms thereof. This Agreement is a Loan Documentcontinuing.

Ratification and Affirmation; Representations and Warranties. Each Combined Borrower hereby (a) acknowledges the terms of this AgreementAmendment; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, each Loan Document (as defined in the applicable Combined Credit Agreement as used in this Section) to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect, except as expressly amended hereby, notwithstanding the amendments contained herein; and (c) represents and warrants to the Lenders (as defined in the applicable Combined Credit Agreement) that as of the date hereof, after giving effect to the terms of this AgreementAmendment: except with respect to Section 7.18 of the Canadian Credit Agreement and Section 7.18 of the U.S. Credit Agreement, (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects on and as of the Fourth Amendment Effective Date, except that to the extent any such representations and warranties 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 as of such specified earlier date and (y) qualified by materiality, such representations and warranties (as so qualified) shall continue to be true and correct in all respectsrespects and (ii) no 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 Agreement. The Combined Borrowers Amendment and each Guarantor (ii) ratifies and affirms (1A) 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, effect and (2B) that the Liens created by the Loan Documents to which it is a party are valid, valid and continuing and enforceable and secure the Secured Indebtedness or Canadian Secured Indebtedness, as the case may be, in accordance with the terms thereof. This Agreement is a Loan Document., in each case, after giving effect to this

Ratification and Affirmation; Representations and Warranties. Each Combined Borrower The Debtors each hereby (a) acknowledges acknowledge the terms of this AgreementSecond Amendment; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, each Loan Note Document (as defined in the applicable Combined Credit Agreement as used in this Section) to which it is a party and agrees that each Loan 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 (c) represents and warrants to the Lenders (as defined in the applicable Combined Credit Agreement) Purchasers that as of the date hereof, after giving effect to the terms of this AgreementSecond Amendment: 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 to which it is a party are true and correct in all material respects on and as of the Effective Date, except that to the extent any (i) unless such representations and warranties are (x) expressly limited stated to an relate to a specific earlier date, in which case, on the Effective Date such representations and warranties shall continue to be true and correct as of such specified earlier date and (y) qualified by materialitydate, such all of the representations and warranties (as so qualified) shall continue to be true and correct contained 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 which shall continue in full force and effect, and (2) that the Liens created by the Loan Documents Note Document to which it is a party are validtrue and correct, continuing including without limitation, the information contained in the updated Disclosure Schedules of the Note Documents attached hereto as Exhibit A, and enforceable (ii) no Event of Default under the Amended Purchase Agreement nor Default under the Security Agreements has occurred and is continuing. Without limiting the generality of the foregoing, each Debtor hereby acknowledges and agrees that the Security Interest (as defined in the Junior Security Agreement) continues to secure the Secured Indebtedness or Canadian Secured Indebtednesspayment and performance of the Obligations (as defined in the Junior Security Agreement), as including, without limitation, the case may beThird Junior Note. The Company further represents and warrants to the Purchasers that from and after the date of the Amended Purchase Agreement until the date of this Second Amendment, in accordance with no changes have been made to the terms thereof. This Agreement is a Loan DocumentCertificate of Incorporation of the Company nor the Bylaws of the Company.

Ratification and Affirmation; Representations and Warranties. Each Combined of the undersigned does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents, as amended hereby, and its obligations thereunder. Each of the Borrower and Parent 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 (as defined in the applicable Combined Credit Agreement as used in this Section) to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect; , except as expressly amended hereby, notwithstanding the amendments contained herein and (cb) represents and warrants to the Lenders that: (as defined in the applicable Combined Credit Agreementi) that as of the date hereof, after giving effect to the terms of this Agreement: except with respect to Section 7.18 of the Canadian Credit Agreement and Section 7.18 of the U.S. Credit AgreementAmendment, all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects on (except for such representations and as of the Effective Datewarranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects), except that to the extent any such representations and warranties 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 as of such specified earlier date and in all material respects (y) qualified by materiality, except for such representations and warranties (as so qualified) that have a materiality or Material Adverse Effect qualification, which shall continue to be true and correct in all respects. Each Guarantor () as defined of such specified earlier date as supplemented or subject to such qualifications as are set forth in the applicable Combined Credit AgreementSchedule(s) acknowledges as of 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 which shall continue in full force and effect, First Amendment Effective Date and (2ii) that (A) as of the Liens created by the Loan Documents to which it date hereof, no Default has occurred and is a party are valid, continuing and enforceable (B) immediately after giving effect to this Amendment, no Default will have occurred and secure the Secured Indebtedness or Canadian Secured Indebtedness, as the case may be, in accordance with the terms thereof. This Agreement is a Loan Documentbe continuing.

Ratification and Affirmation; Representations and Warranties. Each Combined Borrower of the undersigned does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents, as amended hereby, and its obligations thereunder. Each of the Borrowers and Parent 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 (as defined in the applicable Combined Credit Agreement as used in this Section) to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect; , except as expressly amended hereby, notwithstanding the amendments contained herein and (cb) represents and warrants to the Lenders that: (as defined in the applicable Combined Credit Agreementi) that as of the date hereof, after giving effect to the terms of this Agreement: except with respect to Section 7.18 of the Canadian Credit Agreement and Section 7.18 of the U.S. Credit AgreementAmendment, all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects on (except for such representations and as of the Effective Datewarranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects), except that to the extent any such representations and warranties 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 as of such specified earlier date and in all material respects (y) qualified by materiality, except for such representations and warranties (as so qualified) that have a materiality or Material Adverse Effect qualification, which shall continue to be true and correct in all respects. Each Guarantor () as defined of such specified earlier date as supplemented or subject to such qualifications as are set forth in the applicable Combined Credit AgreementSchedule(s) acknowledges as of 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 which shall continue in full force and effect, First Amendment Effective Date and (2ii) that (A) as of the Liens created by the Loan Documents to which it date hereof, no Default has occurred and is a party are valid, continuing and enforceable (B) immediately after giving effect to this Amendment, no Default will have occurred and secure the Secured Indebtedness or Canadian Secured Indebtedness, as the case may be, in accordance with the terms thereof. This Agreement is a Loan Documentbe continuing.

Ratification and Affirmation; Representations and Warranties. Each Combined of the undersigned does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents, as amended hereby, and its obligations hereunder or thereunder. The Borrower hereby (ai) acknowledges the terms of this Agreement; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, under each Loan Document (as defined in the applicable Combined Credit Agreement as used in this Section) to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect; , except as expressly amended hereby, notwithstanding the amendments contained 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 (civ) represents and warrants to the Lenders that: (as defined in the applicable Combined Credit AgreementA) that as of the date hereofConsent Effective Date and the Second Amendment Effective Date, after giving effect to the terms of this Agreement: except with respect to Section 7.18 of the Canadian Credit Agreement and Section 7.18 of the U.S. Credit AgreementSecond Amendment, all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects on (except that any such representations and as of the Effective Datewarranties that are modified by materiality shall be true and correct in all respects), except that to the extent any such representations and warranties 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 (y) qualified by materiality, except that any such representations and warranties (as so qualified) that are modified by materiality shall continue to be true and correct in all respects. Each Guarantor (respects 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 which shall continue in full force and effect, such specified earlier date); and (2B) that as of the Liens created by Consent Effective Date and the Loan Documents Second Amendment Effective Date, after giving effect to which it this Second Amendment, no Default or Event of Default has occurred and is a party are valid, continuing and enforceable and secure the Secured Indebtedness or Canadian Secured Indebtedness, as the case may be, in accordance with the terms thereof. This Agreement is a Loan Documentcontinuing.

Ratification and Affirmation; Representations and Warranties. Each Combined Borrower hereby (a) acknowledges the terms of this AgreementAmendment; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, each Loan Document (as defined in the applicable Combined Credit Agreement as used in this Section) to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect, except as expressly amended hereby, notwithstanding the amendments contained herein; and (c) represents and warrants to the Lenders (as defined in the applicable Combined Credit Agreement) that as of the date hereof, after giving effect to the terms of this AgreementAmendment: except with respect to Section 7.18 of the Canadian Credit Agreement and Section 7.18 of the U.S. Credit Agreement, (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects on and as of the Eighth Amendment Effective Date, except that to the extent any such representations and warranties 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 as of such specified earlier date and (y) qualified by materiality, such representations and warranties (as so qualified) shall continue to be true and correct in all respectsrespects and (ii) no 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 Agreement. The Combined Borrowers Amendment and each Guarantor (ii) ratifies and affirms (1A) 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, effect and (2B) that the Liens created by the Loan Documents to which it is a party are valid, valid and continuing and enforceable 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. This Agreement Amendment is a Loan Document.