As of the Amendment No. 3 Effective Date, no Default or Event of Default exists or has occurred and is continuing.

As of the Amendment No. 2 Effective Date, the information included in the Beneficial Ownership Certification (as defined below) provided on or prior to the Amendment No. 2 Effective Date to any Lender in connection with this Amendment is true and correct in all respects.

As of the Amendment No. 1 Effective Date, subject to the terms hereof, # the Borrower agrees that pursuant to [Section 2.20] of the Credit Agreement the aggregate principal amount of its Existing Term Loans not being exchanged into 2017 Refinancing Term Loans (such Existing Term Loans, “Non-Exchanged Term Loans”) plus all unpaid and accrued interest on the Non-Exchanged Term Loans up to but not including the Amendment No. 1 Effective Date will be repaid in full on the Amendment No. 1 Effective Date and # the Borrower agrees that pursuant to [Section 2.20] of the Credit Agreement all unpaid and accrued interest on the Exchanged Term Loans up to but not including the Amendment No. 1 Effective Date will be repaid in full on the Amendment No. 1 Effective Date.

As of the Amendment No. 1 Effective Date, subject to the terms hereof, each Exchanging Term Lender agrees that the aggregate principal amount of its Existing Term Loans (or such lesser amount as determined by the 2017 Refinancing Arranger) (the “Exchanged Term Loans”) will be exchanged for 2017 Refinancing Term Loans in an equal principal amount through either a cashless rollover or a post-closing cash settlement (as selected by such Exchanging Term Lender on its Lender Consent).

As of the Amendment No. 4 and Limited Waiver Effective Date, no Grantor has any Rent Accounts other than Deposit Account listed in the Perfection Certificate that was delivered by the Grantors on the Closing Date, and such Rent Account is a Controlled Deposit Account.

As of the Amendment No. 2 Effective Date, [Schedule D] attached to the Original Agreement is replaced in its entirety with a new [Schedule D], in the form attached to this Amendment No. 2 as Attachment 1.

As of the Amendment No. 7 Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

As of the Amendment No. 3 Effective Date, the information included in the Beneficial Ownership Certification (as defined below) provided on or prior to the Amendment No. 3 Effective Date to any Lender in connection with this Amendment is true and correct in all respects.

As of the Amendment No. 2 Effective Date no Event of Default specified in [Sections 7.01(a), (b), (d)])])] (solely with respect to any violation of [Sections 6.01, 6.02, 6.03, 6.04 and 6.07]7]7]7]7] of the Existing Credit Agreement), [(h), (i), (m), (n) or (o)])] of the Existing Credit Agreement shall have occurred and be continuing.

As of the Amendment No. 4 Effective Date, there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments of any nature relating to any Equity Interests owned or held by Holdings, the Borrowers or any Restricted Subsidiary.