Representations and Warranties of Loan Parties. As of the First Amendment Effective Date, each of the Loan Parties represents and warrants (which representations and warranties shall survive the execution and delivery hereof) to the Administrative Agent and the [[Loan Parties:Organization]] that:

Representations and Warranties of the Loan Parties. Each Loan Party hereby represents and warrants as follows:

Loan Parties. Set forth on [Schedule 5.20(b)] is a complete and accurate list of all Loan Parties, showing as of the Closing Date, or as of the last date such Schedule was required to be updated in accordance with Sections 6.02, 6.13 and 6.14, (as to each Loan Party) # the exact legal name, # any former legal names of such Loan Party in the four (4) months prior to the Closing Date, # the jurisdiction of its incorporation or organization, as applicable, # the type of organization, # the jurisdictions in which such Loan Party is qualified to do business, # the address of its chief executive office, # the address of its principal place of business, # its U.S. federal taxpayer identification number or, in the case of any non-U.S. Loan Party that does not have a U.S. taxpayer identification number, its unique identification number issued to it by the jurisdiction of its incorporation or organization, # the organization identification number, # ownership information (e.g., publicly held or if private or partnership, the owners and partners of each of the Loan Parties) and # the industry or nature of business of such Loan Party.

Loan Document Representations and Warranties. Before and immediately after giving effect to this Amendment, the representations and warranties of the Borrower and each other Loan Party contained in Article 5 of the Credit Agreement or any other Loan Document, are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the Amendment No. 8 Effective Date and except that the representations and warranties which by their terms are made as of an earlier date are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) only as of such specified date.

Loan Document Representations and Warranties. Each representation and warranty of such Obligor contained in the Loan Agreement and the other Loan Documents is true and correct in all material respects (except to the extent that any such representation and warranty # is qualified by materiality, in which case it is true and correct in all respects, or # expressly relates to an earlier date, in which case it was true and correct in all material respects (except to the extent that any such representation and warranty is qualified by materiality in which case it was true and correct in all respects) as of such earlier date).

Representations and Warranties of All Parties. Each of the parties represents and warrants to the other party that, as of the date of this Agreement: # such party has all requisite power and

Each of the parties represents and warrants to the other party that: # such party has all requisite company power and authority to execute and deliver this Agreement and to perform its obligations hereunder; # this Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such party, enforceable against such party in accordance with its terms; # this Agreement will not result in a violation of any terms or conditions of any agreements to which such person is a party or by which such party may otherwise be bound or of any law, rule, license, regulation, judgment, order or decree governing or affecting such party; and # there is currently no pending or outstanding litigation between the [[Icahn Group:Organization]] and the Company or Affiliates thereof.

SECTION # Representations and Warranties. To induce Agent and Lenders to enter into this Amendment, the Loan Parties hereby confirm, as of the date hereof, # that the representations and warranties made by them in Section 5 of the Loan Agreement and in the other Loan Documents are true and correct in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct in all material respects as of such date); and

§10.9 Representations and Warranties. The representations and warranties made by the Credit Parties in the Loan Documents or otherwise made by or on behalf of the Credit Parties and their respective Subsidiaries in connection therewith or after the date thereof shall have been true and correct in all material respects when made and shall also be true and correct in all material respects on the Closing Date (unless such representations and warranties are limited by their terms to a specific date).

Survival. All warranties, representations and covenants made by Borrowers herein, or in any agreement referred to herein or on any certificate, document or other instrument delivered by them or on their behalf under this Amendment, shall be considered to have been relied upon by Agent and Lenders. All statements in any such certificate or other instrument shall constitute warranties and representations by Loan Parties hereunder. All warranties, representations, indemnities and covenants made by Loan Parties hereunder or under any other agreement or instrument shall be deemed continuing until the Lender Debt is indefeasibly paid and satisfied in full.