(d) This Amendment has been duly executed and delivered by each Loan
Party. This Amendment and each other Loan Document is the legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement may be limited by equitable
principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors rights generally.
(e) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the
consummation of the transactions contemplated herein has been issued and remains in force by any Governmental Authority against any Borrower or any Guarantor.
(f) Other than the Designated Events of Default, no Default or Event of Default has occurred and is continuing as of
the Amendment No. 8 Effective Date.
(g) Other than any representations and warranties that would fail to be
true and correct solely as a result of the occurrence and continuance of the Designated Events of Default, the representations and warranties set forth in this Amendment, the Credit Agreement, and the other Loan Documents to which it is a party are
true and correct in all material respects (except 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) on and as of the date hereof,
as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall continue to be true and correct in all material respects
(except 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) as of such earlier date).
9. [Reserved].
10. Payment of Costs and Expenses. Borrowers shall pay to Agent all Lender Group Expenses (including,
without limitation, the reasonable fees and expenses of any attorneys retained by Agent or any Lender) in connection with the preparation, negotiation and execution of this Amendment and the review of all documents incidental thereto in accordance
with the terms of the Credit Agreement.
11. Payment of Legal Fees. Borrowers agree that they shall
be obligated to pay to Paul Hastings LLP all fees and disbursements invoiced to Agent and Borrowers in connection with this Amendment and/or the other Loan Documents.
12. Release.
(a) Effective on the date hereof, each Borrower and each Guarantor, for itself and on behalf of its successors,
assigns, and officers, directors, employees, agents and attorneys, and any Person acting for or on behalf of, or claiming through it, hereby waives, releases, remises and forever discharges Agent and each Lender, each of their respective Affiliates,
and each of their respective successors in title, past, present and future officers, directors, employees, limited partners, general partners, investors, attorneys, assigns, subsidiaries, shareholders, trustees, agents and other professionals and
all other persons and entities to whom any member of the Lenders would be liable if such persons or entities were found to be liable to such Borrower or such Guarantor (each a Releasee and collectively, the
Releasees), from any and all past, present and future claims, suits, liens, lawsuits, adverse consequences, amounts paid in settlement, debts, deficiencies, diminution in value, disbursements, demands, obligations, liabilities,
causes of action, damages, losses, costs and expenses of any kind or character, whether based in equity, law, contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law (each a Claim and
collectively, the Claims), whether known or unknown, fixed or contingent, direct, indirect, or derivative, asserted or unasserted, matured or unmatured, foreseen or unforeseen, past or present,