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

SECTION # Confirmation of Representations and Warranties. To induce Agent(a) Each Loan Party hereby represents and Lenders to enter into this Amendment, the Loan Parties hereby confirm,warrants, on and as of the date hereof, # that the representations and warranties made by themcontained 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 applicablerespects on and as of the date hereof, before and after giving effect to any representationsthis Amendment, as though made on and warranties that already are qualified or modified by materiality inas of the text thereof (exceptdate hereof, except to the extent that such representations and warranties relatespecifically refer to an earlier date, in which case they areshall have been true and correct in all material respects as of such date); andearlier date.

SECTION #Loan Document Representations and Warranties. To induce AgentBefore and Lendersimmediately after giving effect to enter into this Amendment, the Loan Parties hereby confirm, as of the date hereof, # that the representations and warranties made by themof the Borrower and each other Loan Party contained in SectionArticle 5 of the LoanCredit Agreement and in theor any 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 theyDocument, 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 date); andspecified date.

SECTION # RepresentationsThe representations and Warranties. To induce Agent and Lenders to enter into this Amendment,warranties of the Loan Parties hereby confirm, as of the date hereof, # that the representations and warranties made by themcontained in Section 5 of the Loan Agreement and in the other Loan Documents arebelow shall be true and correct in all material respects; provided, however,respects (provided 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 any such representationsrepresentation and warranties relatewarranty is qualified as to “Material Adverse Effect” or otherwise as to “materiality”, such representation and warranty shall be true and correct in all respects), except to the extent any such representation and warranty relates to an earlier date, in which case they aresuch representation and warranty shall be true and correct in all material respects (provided that to the extent any such representation and warranty is qualified as to “Material Adverse Effect” or otherwise as to “materiality”, such representation and warranty shall be true and correct in all respects) as of such date); andearlier date.

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 theThe representations and warranties made by themof each Loan Party set forth in Section[Section 4.1] of this Amendment, Article 5 of the LoanAmended Credit Agreement and in theeach other Loan Documents areDocument shall be true and correct in all material respects; provided, however,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 date of this Amendment with the same effect as though made on and as of such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof (exceptdate, except to the extent such representations and warranties expressly relate to an earlier date, in which case they areshall be 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) as of such date); andearlier date.

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 theThe representations and warranties made by themcontained 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);Borrowing Date (except # for the representations and warranties set forth in Sections 5.5 and 5.7, which relate solely to, and were true and correct in all material respects as of, the date of this Agreement, # such other representations and warranties which expressly relate solely to, and were true and correct in all material respects as of, an earlier date, and # that any such representation and warranty qualified by materiality or Material Adverse Effect is (or, as applicable, was) true and correct in all respects as of the applicable date referred to above).

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 theThe representations and warranties made by themcontained 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);Borrowing Date (except # for the representations and warranties set forth in [Sections 5.5 and 5.7]7], which relate solely to, and were true and correct in all material respects as of, the date of this Agreement, # such other representations and warranties which expressly relate solely to, and were true and correct in all material respects as of, an earlier date, and # that any such representation and warranty qualified by materiality or Material Adverse Effect is (or, as applicable, was) true and correct in all respects as of the applicable date referred to above).

SECTION # Representations and Warranties. ToIn order to induce Agent andthe Lenders to enter intoexecute and deliver this Amendment, the Loan PartiesBorrower and Guarantor each hereby confirm, as ofrepresents and warrants to the Lenders, on the date hereof, #this Amendment becomes effective pursuant to Article III, that theboth before and after giving effect to this Amendment, all representations and warranties made by themset forth in Section 5Article V of the LoanCredit Agreement and in the other Loan Documents are true and correct in all material respects; provided, however, thatas of such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof (exceptdate, except to the extent that any such representations and warranties relatestatement expressly relates to an earlier date, indate (in which case they aresuch statement was true and correct in all material respectson and as of such earlier date); and.

SECTION # Representations and Warranties. ToIn order to induce Agent andthe Lenders to enter intoexecute and deliver this Amendment, the Loan PartiesBorrower and Guarantor each hereby confirm, as ofrepresents and warrants to the Lenders, on the date hereof, #this Amendment becomes effective pursuant to Article III, that theboth before and after giving effect to this Amendment, all representations and warranties made by themset forth in Section 5[Article V] of the LoanCredit Agreement and in the other Loan Documents are true and correct in all material respects; provided, however, thatas of such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof (exceptdate, except to the extent that any such representations and warranties relatestatement expressly relates to an earlier date, indate (in which case they aresuch statement was true and correct in all material respectson and as of such earlier date); and.

SECTION # Representations and Warranties. To induce Agent and Lenders to enter into this Amendment, the Loan Parties hereby confirm, asEach of the date hereof,Borrower and Holdings hereby represents and warrants that # thateach of the representations and warranties made by themcontained in Section 58 of the Loan Agreement and in the other Loan Documents areare, after giving effect to this Amendment, true and correct in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representationsrespects (and in all respects if qualified by materiality) as if made on and warranties that already are qualified or modified by materiality inas of the text thereof (exceptAmendment Effective Date (or to the extent such representations and warranties expressly relate to ana specific earlier date, in which case they are true and correct in all material respects as of such earlier date); provided, that each reference to the Loan Agreement therein shall be deemed to be a reference to the Loan Agreement after giving effect to this Amendment and # after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.