Common use of Accuracy and Completeness of Information Clause in Contracts

Accuracy and Completeness of Information. All written information, reports and data (other than financial projections and other forward looking statements) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Loan Party or any other Subsidiary were, at the time the same were so furnished, and when taken as a whole, complete and correct in all material respects, to the extent necessary to give the recipient a true and accurate knowledge of the subject matter, or, in the case of financial statements, present fairly in all material respects, in accordance with GAAP consistently applied throughout the periods involved in each case, the financial position of the Persons involved as at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by or on behalf of the Parent, the Borrower, any other Loan Party or any other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on assumptions believed by the Borrower to be reasonable at the time such projections or statements are made or delivered but with it being understood that such projections and statement are not a guarantee of future performance. As of the Effective Date, no fact is known to any Loan Party which has had, or may reasonably be expected in the future to have (so far as any Loan Party can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(k) or in such information, reports or data or otherwise disclosed in writing to the Administrative Agent and the Lenders. As of the Effective Date, all of the information included in the Beneficial Ownership Certification, if applicable, is true and correct.

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial projections and other forward looking statements) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Loan Party or any other Subsidiary were, at the time the same were so furnishedfurnished (including times prior to the Agreement Date in respect of any certificate, financial statement or other instrument delivered by or on behalf of any Loan Party prior to the Agreement Date and when taken as a wholedelivered to the Administrative Agent or any Lender in connection with the underwriting or closing the transactions contemplated by this Agreement), complete and correct in all material respects, to the extent necessary to give the recipient a true and accurate knowledge of the subject matter, or, in the case of financial statements, present fairly in all material respectsfairly, in accordance with tax basis accounting principles for periods ending on or before September 30, 2011, and GAAP thereafter, consistently applied throughout the periods involved in each caseinvolved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by or on behalf of the Parent, the Borrower, any other Loan Party or any other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on assumptions that the Borrower, other Loan Party or other Subsidiary believed by the Borrower to be reasonable at in light of the time circumstances in which such financial projections or and forward-looking statements were made (it being acknowledged that projections and forward-looking statements are made or delivered but with it being understood not viewed as facts and the actual results may vary materially from projected results and that such projections and statement are not a guarantee of future performanceno assurance can be given that the projected results will be realized). As of the Effective Date, no No fact is known to any Loan Party which has had, or may reasonably be expected in the future to have (so far as any Loan Party can reasonably foresee), ) a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lenders. As No document furnished or written statement made to the Administrative Agent or any Lender in connection with the negotiation, preparation or execution of, or pursuant to, this Agreement or any of the Effective Dateother Loan Documents contains or will contain any untrue statement of a material fact, all of or omits or will omit to state a material fact necessary in order to make the information included in the Beneficial Ownership Certification, if applicable, is true and correctstatements contained therein not misleading.

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial projections and other forward looking statementsstatements and general economic and general industry data) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Loan Party or any other Subsidiary wereSubsidiary, at in connection with the negotiation, preparation or execution of this Agreement or delivered hereunder from time the same were so furnishedto time, when delivered and when taken as a whole, complete and correct in all together with the information publicly filed by the Borrower or its Subsidiaries with the SEC does not, taken as a whole, contain any material respects, misstatement of fact or omit to the extent state any material fact necessary to give make the recipient a true and accurate knowledge statements therein, in the light of the subject mattercircumstances under which they were made, not misleading, or, in the case of financial statements, present fairly in all material respectsfairly, in accordance with GAAP consistently applied throughout the periods involved in each caseinvolved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by or on behalf of the Parent, the Borrower, any other Loan Party or any other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender by or on behalf of the Borrower, any other Loan Party or any other Subsidiary in connection with this Agreement (including the syndication, negotiation, preparation and execution thereof) were or will be prepared in good faith based on upon assumptions believed by the Borrower to be reasonable at the time such projections or statements are made or delivered but with (it being understood that projections are subject to significant uncertainties and contingencies, many of which are beyond the Borrower’s control, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such projections information may differ significantly from the forecasted, estimated, pro forma, projected or anticipated results and statement are not a guarantee of future performance. As of the Effective Dateassumptions, no fact is known to any Loan Party which has had, or and such differences may reasonably be expected in the future to have (so far as any Loan Party can reasonably foreseematerial), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(k) or in such information, reports or data or otherwise disclosed in writing to the Administrative Agent and the Lenders. As of the Effective Date, all of the information included in the Beneficial Ownership Certification, if applicable, is true and correct.

Accuracy and Completeness of Information. All No written information, reports and report or other papers or data (other than excluding financial projections and other forward looking statements) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Loan Party or any other Subsidiary werein connection with, pursuant to or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Parent, the Borrower, any other Loan Party or any other Subsidiary or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. All financial statements (including in each case all related schedules and notes) furnished to the Administrative Agent or any Lender by, on behalf of, or at the time direction of, the same were so furnishedParent, and when taken as a wholethe Borrower, complete and correct any other Loan Party or any other Subsidiary in all material respectsconnection with, pursuant to the extent necessary or relating in any way to give the recipient a true and accurate knowledge of the subject matter, or, in the case of financial statementsthis Agreement, present fairly in all material respects, in accordance with GAAP consistently applied throughout the periods involved in each case, the financial position of the Persons involved as at the date thereof and the results of operations for such periods and in accordance with GAAP consistently applied throughout the periods involved (subject, as to interim statements, to changes resulting from normal year year-end audit adjustments and absence of full footnote disclosureadjustments). All financial projections and other forward looking statements prepared by or on behalf of the Parent, the Borrower, any other Loan Party or any other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on assumptions believed by the Borrower to be reasonable at the time such projections or statements are made or delivered but with it being understood that such projections and statement are not a guarantee of future performanceassumptions. As of the Effective Date, no fact is known to any Loan Party the Parent or the Borrower which has had, or may reasonably be expected in the future to have (so far as any Loan Party the Parent or the Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(k6.1.(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lenders. As of the Effective Date, all of the information included in the Beneficial Ownership Certification, if applicable, is true and correct.

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial projections projections, information of a general economic or industry nature and other forward looking statements) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Loan Party or any other Subsidiary in connection with or relating in any way to this Agreement or any other Loan Document were, at the time the same were so furnished, and when taken as a whole, complete and correct in all material respects, to the extent necessary to give the recipient a true and accurate knowledge of the subject matter, or, in the case of financial statements, present fairly in all material respects, in accordance with GAAP consistently applied throughout the periods involved in each caseinvolved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by or on behalf of the Parent, the Borrower, any other Loan Party or any other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on assumptions believed by the Borrower to be reasonable at the time such projections or statements are made or delivered made, but with it being understood that such projections and statement statements are not a guarantee of future performanceperformance and that such future performance may vary materially from such projections. As of the Effective Date, no fact is known to any Loan Party which has had, No document furnished or may reasonably be expected in the future to have (so far as any Loan Party can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(k) or in such information, reports or data or otherwise disclosed in writing written statement made to the Administrative Agent and or any Lender in connection with the Lenders. As negotiation, preparation or execution of, or pursuant to, this Agreement or any of the Effective Dateother Loan Documents contains or will contain any untrue statement of a material fact, all or omits or will omit to state a material fact necessary in order to make the statements contained therein, in light of the information included in the Beneficial Ownership Certificationcircumstances under which they are or will be made, if applicable, is true and correctnot misleading.

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial projections and other forward looking statements) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Loan Party Borrower or any other Subsidiary were, at the time the same were so furnished, and when taken as a whole, complete and correct in all material respects, to the extent necessary to give the recipient a true and accurate knowledge of the subject matter, or, in the case of financial statements, present fairly in all material respectsfairly, in accordance with GAAP consistently applied throughout the periods involved in each caseinvolved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by or on behalf of the Parent, the Borrower, any other Loan Party Borrower or any other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on assumptions believed by the Borrower to be reasonable at the time such projections or statements are made or delivered but with it being understood that such projections and statement are not a guarantee of future performanceassumptions. As of the Effective Date, no No fact is known to any Loan Party Borrower which has had, or may reasonably be expected in the future to have (so far as any Loan Party Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(k7.1(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lenders. As No document furnished or written statement made to the Administrative Agent or any Lender in connection with the negotiation, preparation or execution of, or pursuant to, this Agreement or any of the Effective Dateother Loan Documents contains or will contain any untrue statement of a material fact, all of or omits or will omit to state a material fact necessary in order to make the information included in the Beneficial Ownership Certification, if applicable, is true and correctstatements contained therein not misleading.

Accuracy and Completeness of Information. All written information, reports and data (other than financial projections and other forward looking statements) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Loan Party or any other Subsidiary were, at the time the same were so furnished, and when taken as a whole, complete and correct in all material respects, to the extent necessary to give the recipient a true and accurate knowledge of the subject matter, or, in the case of financial statements, present fairly in all material respects, in accordance with GAAP consistently applied throughout the periods involved in each case, the financial position of the Persons involved as at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by or on behalf of the Parent, the Borrower, any other Loan Party or any other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on assumptions believed by the Borrower to be reasonable at the time such projections or statements are made or delivered but with it being understood that such projections and statement are not a guarantee of future performance. As of the Effective Date, no fact is known to any Loan Party which has had, or may reasonably be expected in the future to have (so far as any Loan Party can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(k) or in such information, reports or data or otherwise disclosed in writing to the Administrative Agent and the Lenders. As of the Effective Date, all of the information included in the Beneficial Ownership Certification, if applicable, is true and correct.

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial projections and other forward looking statements) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Loan Party or any other Subsidiary were, at the time the same were so furnished, and when taken as a whole, complete and correct in all material respects, to the extent necessary to give the recipient a true and accurate knowledge of the subject matter, or, in the case of financial statements, present fairly in all material respectsfairly, in accordance with GAAP consistently applied throughout the periods involved in each caseinvolved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes resulting from normal year year-end and audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by or on behalf of the Parent, the Borrower, any other Loan Party or any other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on assumptions believed by reasonable assumptions. No document furnished or written statement made to the Borrower Administrative Agent or any Lender in connection with the negotiation, preparation or execution of, or pursuant to, this Agreement or any of the other Loan Documents contains or will contain any untrue statement of a material fact, or omits or will omit to be reasonable at state a material fact necessary in order to make the time such projections or statements are made or delivered but with it being understood that such projections and statement are contained therein not a guarantee of future performancematerially misleading. As of the Effective Date, no fact is known to any Loan Party which has had, or may reasonably be expected in the future to have (so far as any Loan Party can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(k) or in such information, reports or data or otherwise disclosed in writing to the Administrative Agent and the Lenders. As best knowledge of the Effective DateBorrower, all of the information included in the any Beneficial Ownership Certification, Certification provided on or prior to the Effective Date (if applicable, any) to any Lender in connection with this Agreement is true and correctcorrect in all respects.

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial projections and other forward looking statementsstatements and general economic and general industry data) furnished to the Administrative Agent Agent, any Issuing Bank or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Loan Party or any other Subsidiary wereSubsidiary, at in connection with the negotiation, preparation or execution of this Agreement or delivered hereunder from time the same were so furnishedto time, and when taken as a whole, complete and correct in all together with the information publicly filed by the Borrower or its Subsidiaries with the SEC does not, taken as a whole, contain any material respects, misstatement of fact or omit to the extent state any material fact necessary to give make the recipient a true and accurate knowledge statements therein, in the light of the subject mattercircumstances under which they were made, not misleading, or, in the case of financial statements, present fairly in all material respectsfairly, in accordance with GAAP consistently applied throughout the periods involved in each caseinvolved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes resulting from normal year year-end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by or on behalf of the Parent, the Borrower, any other Loan Party or any other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender by or on behalf of the Borrower, any other Loan Party or any other Subsidiary were or will be prepared in good faith based on upon assumptions believed by the Borrower to be reasonable at the time such projections or statements are made or delivered but with (it being understood that projections are subject to significant uncertainties and contingencies, many of which are beyond the Borrower’s control, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such projections information may differ significantly from the forecasted, estimated, pro forma, project or anticipated results and statement are not a guarantee of future performance. As of the Effective Dateassumptions, no fact is known to any Loan Party which has had, or and such differences may reasonably be expected in the future to have (so far as any Loan Party can reasonably foreseematerial), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(k) or in such information, reports or data or otherwise disclosed in writing to the Administrative Agent and the Lenders. As of the Effective Date, all of the information included in the Beneficial Ownership Certification, if applicable, is true and correct.

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than excluding financial projections and other forward looking statementsprojections) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Loan Party Borrower or any other Subsidiary were, at the time the same were so furnished, and when taken as a whole, complete and correct in all material respects, to the extent necessary to give the recipient a true and accurate knowledge of the subject matter, or, in the case of financial statements, present fairly fairly, in all material respects, respects and in accordance with GAAP consistently applied throughout the periods involved in each caseinvolved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure)periods. All financial projections and other forward looking statements prepared by or on behalf of the Parent, the Borrower, any other Loan Party or any other Subsidiary Borrower that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on assumptions believed by the Borrower to be reasonable at the time such projections or statements are made or delivered but with it being understood that such projections and statement are not a guarantee of future performanceassumptions. As of the Effective Date, no No fact is known to any Loan Party the Borrower which has had, or may reasonably be expected in the future to have (so far as any Loan Party the Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lenders. As of Lenders prior to the Effective Date. No document furnished or written statement made to the Agent or any Lender in connection with the negotiation, all preparation of execution of this Agreement or any of the information included other Loan Documents, in light of the Beneficial Ownership Certificationcircumstances under which furnished or made, if applicable, is true and correctcontains or will contain any untrue statement of a fact material to the creditworthiness of the Borrower or any Subsidiary or omits or will omit to state a fact necessary in order to make the statements contained therein not materially misleading.

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial projections and other forward looking statements) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Loan Party or any other Subsidiary were, at the time the same were so furnished, furnished and when taken as a whole, complete and correct in all material respects, to the extent necessary to give the recipient a true and accurate knowledge of the subject matter, or, in the case of financial statements, present fairly in all material respectsfairly, in accordance with GAAP consistently applied throughout the periods involved in each caseinvolved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by or on behalf of the Parent, the Borrower, any other Loan Party or any other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on assumptions believed by the Borrower to be reasonable at the time such projections or statements are made or delivered but with it being understood that such projections and statement are not a guarantee of future performancereasonable. As of the Effective Date, no No fact is known to any Loan Party which has had, or may could reasonably be expected in the future to have (so far as any Loan Party can reasonably foresee)have, a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(k7.1(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lenders. As No document furnished or written statement made to the Administrative Agent or any Lender in connection with the negotiation, preparation or execution of, or pursuant to, this Agreement or any of the Effective Dateother Loan Documents, when taken together with all other information so furnished, contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary in order to make the information included in the Beneficial Ownership Certification, if applicable, is true and correctstatements contained therein not misleading.

Accuracy and Completeness of Information. All written information, reports and data (other than financial projections and other forward looking statements) factual information heretofore or contemporaneously furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Loan Party or any other Subsidiary were, at the time the same were so furnished, and when taken as a whole, complete and correct in all material respects, to the extent necessary to give the recipient a true and accurate knowledge of the subject matter, or, in the case of financial statements, present fairly in all material respects, in accordance with GAAP consistently applied throughout the periods involved in each case, the financial position of the Persons involved as at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by or on behalf of the Parent, the Borrower, any other Loan Party Holdings or any other Subsidiary that have been or may hereafter be made available of its Subsidiaries to the Administrative Agent Agent, the Arrangers or any Lender were in writing (including all information contained in the Credit Documents and the Confidential Information Memorandum dated May 2004 delivered to the Lenders in connection with the syndication of the Facilities (the “Confidential Information Memorandum”)) for purposes of or in connection with this Agreement or any transaction contemplated herein is, and all other factual information hereafter furnished by or on behalf of any such Persons in writing to the Administrative Agent, the Arrangers or any Lender will be prepared be, true and accurate in all material respects on the date as of which such information is dated and, taken together, not incomplete by omitting to state any material fact necessary to make such information not misleading at such time in light of the circumstances under which such information was provided; provided that, with respect to projections Borrower represents only that the projections contained in such materials are based on good faith based on estimates and assumptions believed by the Borrower to be reasonable and attainable at the time such projections or statements are made or delivered but with it being understood that such projections and statement are not a guarantee of future performancemade. As of the Effective Date, There is no fact is known to any Loan Credit Party which has had, or may that could reasonably be expected in the future to have (so far as any Loan Party can reasonably foresee), a Material Adverse Effect which or that would be material to an understanding of the financial condition, business, properties or prospects of any Credit Party that has not been set forth expressly disclosed herein, in the financial statements referred to other Credit Documents, in Section 7.1.(k) the Confidential Information Memorandum or in such informationany other documents, reports or data or otherwise disclosed in writing certificates and statements furnished to the Administrative Agent and the LendersLenders for use in connection with the transactions contemplated hereby and by the other Credit Documents. As The Credit Parties understand that all such statements, representations and warranties shall be deemed to have been relied upon by the Lenders as a material inducement to make each extension of the Effective Date, all of the information included in the Beneficial Ownership Certification, if applicable, is true and correctcredit hereunder.

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial projections and other forward looking statements) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Loan Party or any other Subsidiary were, at the time the same were so furnished, and when taken as a whole, complete and correct in all material respects, to the extent necessary to give the recipient a true and accurate knowledge of the subject matter, or, or in the case of financial statements, present fairly in all material respectsfairly, in accordance with GAAP consistently applied throughout the periods involved in each caseinvolved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by or on behalf of the Parent, the Borrower, any other Loan Party or any other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on assumptions believed by the Borrower to be reasonable at the time such projections or statements are made or delivered but with it being understood that such projections and statement are not a guarantee of future performanceassumptions. As of the Effective Date, no No fact is known as of the Agreement Date to any Loan Party which has had, or may reasonably be expected in the future to have (so far as any Loan Party can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lenders. As No document furnished or written statement made to the Administrative Agent or any Lender in connection with the negotiation, preparation or execution of, or pursuant to, this Agreement or any of the Effective Dateother Loan Documents contains any untrue statement of a material fact, all of or omits to state a material fact necessary in order to make the information included in the Beneficial Ownership Certification, if applicable, is true and correctstatements contained therein not misleading.

Accuracy and Completeness of Information. All written information, reports reports, prospectuses and other papers and data (other than financial projections relating to the Borrower or any of its Subsidiaries and other forward looking statements) furnished by the Borrower or any of its Subsidiaries to the Administrative Agent or any Lender bythe Lenders, on behalf oftaken as a whole, or at the direction of, the Parent, the Borrower, any other Loan Party or any other Subsidiary were, at the time the same were so furnished, and when taken as a wholebelieved to be true, complete and correct in all material respects, respects to the extent necessary to give the recipient a Administrative Agent and the Lenders true and accurate knowledge of the subject matter, orand all final projections, in consisting of a consolidated projected cash flow statement, an income statement, and a balance sheet for Borrower and its Subsidiaries (the case "PROJECTIONS") (i) disclose all assumptions made with respect to costs, general economic conditions, and financial and market conditions formulating the Projections; (ii) are based on estimates and assumptions believed to be reasonable; and (iii) reflect, as of financial statements, present fairly in all material respects, in accordance with GAAP consistently applied throughout the periods involved in each casedate prepared, the financial position reasonable estimate of the Persons involved as at the date thereof and Borrower of the results of operations and other information projected therein for such the periods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure)covered thereby. All financial The projections and other forward looking statements prepared pro forma financial information furnished at any time by or on behalf of the Parent, the Borrower, Borrower to any other Loan Party or any other Subsidiary that Lender pursuant to this Agreement have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on assumptions believed by the Borrower to be reasonable at the time such projections or statements are made or delivered but with made, it being understood recognized by the Lenders that such projections financial information as it relates to future events is not to be viewed as fact and statement are not that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a guarantee of future performance. As of material amount and the Effective DateBorrower, however, makes no fact is known representation as to any Loan Party which has had, or may reasonably be expected in its ability to achieve the future to have (so far as any Loan Party can reasonably foresee), a Material Adverse Effect which has not been results set forth in any such projections. The Borrower understands that all such statements, representations and warranties shall be deemed to have been relied upon by the financial statements referred Lenders as a material inducement to in Section 7.1.(k) or in such information, reports or data or otherwise disclosed in writing to the Administrative Agent and the Lenders. As make each extension of the Effective Date, all of the information included in the Beneficial Ownership Certification, if applicable, is true and correctcredit hereunder.

Accuracy and Completeness of Information. All The written information, reports and data (other than excluding financial projections and other forward looking statements) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Loan Party Borrower or any Subsidiary in connection with or relating in any way to this Agreement, (as modified or supplemented by other Subsidiary wereinformation so furnished) does not (or, if such information, reports and data are furnished in separate instruments, writings or transmissions but are furnished at the time approximately the same were so furnishedtime and are reasonably related to one another, such information, reports and when data taken as a whole, complete and correct in all whole do not) contain any untrue statement of a fact material respects, to the extent necessary to give the recipient a true and accurate knowledge creditworthiness of the subject matter, orBorrower or any Subsidiary or omitted to state a material fact necessary in order to make such statements contained therein, in light of the case of circumstances under which they were made, not misleading. All financial statements and other financial information (excluding financial projections and other forward looking statements) furnished to the Lender by, on behalf of, or at the direction of, the Borrower or any Subsidiary in connection with or relating in any way to this Agreement, present fairly in all material respectsfairly, in accordance with GAAP consistently applied throughout the periods involved in each caseinvolved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure)periods. All financial projections and other forward looking statements prepared by or on -43 behalf of the Parent, the Borrower, any other Loan Party Borrower or any other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on assumptions believed by the Borrower to be reasonable at the time such projections or statements are made or delivered but with it being understood that such projections and statement are not a guarantee of future performanceassumptions. As of the Effective Date, no fact is known to any Loan Party the Borrower which has had, or may reasonably be expected in the future to have (so far as any Loan Party the Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(k6.1.(j) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lenders. As of the Effective Date, all of the information included in the Beneficial Ownership Certification, if applicable, is true and correctLender.

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial projections and other forward looking statementsstatements and general economic or industry specific information) furnished and to be furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Loan Party or any other Subsidiary werewere or will be (as applicable), at the time the same were so furnished, and when taken as a whole, complete and correct in all material respects, to the extent necessary to give the recipient a true and accurate knowledge of the subject matter, or, in the case of financial statements, present fairly in all material respects, in accordance with GAAP consistently applied throughout the periods involved in each caseinvolved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes resulting from normal year year-end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by or on behalf of the Parent, the Borrower, any other Loan Party or any other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on assumptions believed by the Borrower to be reasonable at the time (it being recognized by the Lenders that projections are subject to contingencies and uncertainties, many of which are not within the control of Xxxxxx REIT and its Subsidiaries and are not to be viewed as facts and that the actual results during the period or periods covered by such projections or statements are made or delivered but with it being understood that may vary from such projections and statement are not a guarantee of future performancesuch variances may be material). As of the Effective Agreement Date, no fact is known to any Loan Party which has had, or may reasonably be expected in the future to have (so far as any Loan Party can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(k7.1(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lenders. As No document furnished or written statement made to the Administrative Agent or any Lender in connection with the negotiation, preparation or execution of, or pursuant to, this Agreement or any of the Effective Dateother Loan Documents contains or will contain any untrue statement of a material fact, all of or omits or will omit to state a material fact necessary in order to make the information included in the Beneficial Ownership Certification, if applicable, is true and correct.statements contained therein not materially misleading. 101

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial projections and other forward looking statements) furnished to the Administrative Agent Agent, the Issuing Bank or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any Subsidiary or any other Loan Party or any other Subsidiary were, at the time the same were so furnished, and when taken as a whole, complete and correct in all material respects, to the extent necessary to give the recipient a true and accurate knowledge of the subject matter, or, in the case of financial statements, present fairly in all material respectsfairly, in accordance with GAAP consistently applied throughout the periods involved in each caseinvolved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure)periods. All financial projections and other forward looking statements prepared by or on behalf of the Parent, the Borrower, any other Loan Party or any other Subsidiary that have been or may hereafter be made available pro forma financial information delivered to the Administrative Agent or any Lender were or and/or the Lenders have been and will be prepared in based on good faith based on estimates and assumptions believed by the Borrower and its Subsidiaries to be reasonable at the time such projections or statements are made or delivered but with it being understood that such projections and statement are not a guarantee of future performanceat the time furnished to the Administrative Agent and/or the Lenders. As of the Effective Date, no No fact is known to any Loan Party the Borrower which has had, or may reasonably be expected in the future to have (so far as any Loan Party the Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(k7.1.(j) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the LendersLenders prior to the Agreement Date. As No document furnished or written statement made to the Administrative Agent, the Issuing Bank or any Lender in connection with the negotiation, preparation or execution of this Agreement or any of the Effective Date, all other Loan Documents contains or will contain any untrue statement of a fact material to the creditworthiness of the information included Borrower, any Subsidiary or any other Loan Party or omits or will omit to state a material fact necessary in order to make the Beneficial Ownership Certification, if applicable, is true and correctstatements contained therein not misleading.

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial projections and other forward looking statements) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Loan Party Party, the Parent or any other Subsidiary were, at the time the same were so furnished, and when taken as a whole, complete and correct in all material respects, to the extent necessary to give the recipient a true and accurate knowledge of the subject matter, or, in the case of financial statements, present fairly in all material respectsfairly, in accordance with GAAP consistently applied throughout the periods involved in each caseinvolved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by or on behalf of the Parent, the Borrower, any other Loan Party Party, the Parent or any other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on reasonable assumptions. No document furnished or written statement made to the Administrative Agent or any Lender in connection with the negotiation, preparation or execution of, or pursuant to, this Agreement or any of the other Loan Documents contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading, and all financial projections, budgets and pro formas concerning the Borrower, any other Loan Party, the Parent or any other Subsidiary that have been made available to Administrative Agent or any Lender by the Borrower, any other Loan Party, the Parent or any other Subsidiary (or on their behalf) (the “Projections”) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time such projections or statements are made or delivered but with made, it being understood that such projections and statement Projections are not a guarantee of future performance. As of to be viewed as facts and are subject to significant uncertainties and contingencies, and actual results may vary materially from the Effective Date, no fact is known to any Loan Party which has had, or may reasonably be expected in the future to have (so far as any Loan Party can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(k) or in such information, reports or data or otherwise disclosed in writing to the Administrative Agent and the Lenders. As of the Effective Date, all of the information included in the Beneficial Ownership Certification, if applicable, is true and correctProjections.

Accuracy and Completeness of Information. All written information, reports and data (other than financial projections and other forward looking statements) factual information heretofore or contemporaneously furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Loan Party or any other Subsidiary were, at the time the same were so furnished, and when taken as a whole, complete and correct in all material respects, to the extent necessary to give the recipient a true and accurate knowledge of the subject matter, or, in the case of financial statements, present fairly in all material respects, in accordance with GAAP consistently applied throughout the periods involved in each case, the financial position of the Persons involved as at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by or on behalf of the Parent, the Borrower, any other Loan Party Holdings or any other Subsidiary that have been or may hereafter be made available of its Subsidiaries to the Administrative Agent Agent, the Arrangers or any Lender were in writing (including all information contained in the Credit Documents, the Confidential Information Memorandum dated May 2004 delivered to the Lenders under the Original Credit Agreement in connection with the syndication of the facilities under the Original Credit Agreement and the Confidential Information Memorandum dated October 2006 delivered to Lenders under this Agreement in connection with the syndication of the Tranche B-1 Facility (the “Confidential Information Memoranda”)) for purposes of or in connection with this Agreement or any transaction contemplated herein is, and all other factual information furnished by or on behalf of any such Persons in writing to the Administrative Agent, the Arrangers or any Lender after the Original Closing Date will be prepared be, true and accurate in all material respects on the date as of which such information is dated and, taken together, not incomplete by omitting to state any material fact necessary to make such information not misleading at such time in light of the circumstances under which such information was provided; provided that, with respect to projections Borrower represents only that the projections contained in such materials are based on good faith based on estimates and assumptions believed by the Borrower to be reasonable and attainable at the time such projections or statements are made or delivered but with it being understood that such projections and statement are not a guarantee of future performancemade. As of the Effective Date, There is no fact is known to any Loan Credit Party which has had, or may that could reasonably be expected in the future to have (so far as any Loan Party can reasonably foresee), a Material Adverse Effect which or that would be material to an understanding of the financial condition, business, properties or prospects of any Credit Party that has not been set forth expressly disclosed herein, in the financial statements referred to other Credit Documents, in Section 7.1.(k) the Confidential Information Memoranda or in such informationany other documents, reports or data or otherwise disclosed in writing certificates and statements furnished to the Administrative Agent and the LendersLenders for use in connection with the transactions contemplated hereby and by the other Credit Documents. As The Credit Parties understand that all such statements, representations and warranties shall be deemed to have been relied upon by the Lenders as a material inducement to make each extension of the Effective Date, all of the information included in the Beneficial Ownership Certification, if applicable, is true and correctcredit hereunder.

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial projections and other forward looking statementsstatements and general economic and general industry data) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Loan Party or any other Subsidiary wereSubsidiary, at in connection with the negotiation, preparation or execution of this Agreement or delivered hereunder from time the same were so furnishedto time, when delivered and when taken as a whole, complete and correct in all together with the information publicly filed by the Borrower or its Subsidiaries with the SEC does not, taken as a whole, contain any material respects, misstatement of fact or omit to the extent state any material fact necessary to give make the recipient a true and accurate knowledge statements therein, in the light of the subject mattercircumstances under which they were made, not misleading, or, in the case of financial statements, present fairly in all material respectsfairly, in accordance with GAAP consistently applied throughout the periods involved in each caseinvolved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by or on behalf of the Parent, the Borrower, any other Loan Party or any other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender by or on behalf of the Borrower, any other Loan Party or any other Subsidiary in connection with this Agreement (including the syndication, negotiation, preparation and execution thereof) were or will be prepared in good faith based on upon assumptions believed by the Borrower to be reasonable at the time such projections or statements are made or delivered but with (it being understood that projections are subject to significant uncertainties and contingencies, many of which are beyond the Borrower’s control, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such projections information may differ significantly from the forecasted, estimated, pro forma, project or anticipated results and statement are not a guarantee of future performance. As of the Effective Dateassumptions, no fact is known to any Loan Party which has had, or and such differences may reasonably be expected in the future to have (so far as any Loan Party can reasonably foreseematerial), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(k) or in such information, reports or data or otherwise disclosed in writing to the Administrative Agent and the Lenders. As of the Effective Date, all of the information included in the Beneficial Ownership Certification, if applicable, is true and correct.

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial projections and other forward looking statements) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Loan Party or any other Subsidiary were, at the time the same were so furnished, furnished and when taken as a whole, complete and correct in all material respects, to the extent necessary to give the recipient a true and accurate knowledge of the subject matter, or, in the case of financial statements, present fairly in all material respectsfairly, in accordance with GAAP consistently applied throughout the periods involved in each caseinvolved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by or on behalf of the Parent, the Borrower, any other Loan Party or any other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on assumptions believed by the Borrower to be reasonable at the time such projections or statements are made or delivered but with it being understood that such projections and statement are not a guarantee of future performancereasonable. As of the Effective Date, no No fact is known to any Loan Party which has had, or may could reasonably be expected in the future to have (so far as any Loan Party can reasonably foresee)have, a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(k6.1.(j) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lenders. As No document furnished or written statement made to the Administrative Agent, any Issuing Bank or any Lender in connection with the negotiation, preparation or execution of, or pursuant to, this Agreement or any of the Effective Dateother Loan Documents, when taken together with all other information so furnished, contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary in order to make the information included in the Beneficial Ownership Certification, if applicable, is true and correctstatements contained therein not misleading.

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than excluding financial projections and other forward looking statementsprojections) furnished to the Administrative Agent, either Arranger, the Syndication Agent or any Lender by, on behalf of, or at the direction of, the ParentBorrower, the Borrower, any other Loan Party Parent or any other Subsidiary were, at the time the same were so furnished, and when taken as a whole, complete and correct in all material respects, to the extent necessary to give the recipient a true and accurate knowledge of the subject matter, or, in the case of financial statements, present fairly fairly, in all material respects, respects and in accordance with GAAP consistently applied throughout the periods involved in each caseinvolved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure)periods. All financial projections and other forward looking statements prepared by or on behalf of the Parent, the Borrower, any other Loan Party Borrower or any other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on assumptions believed by the Borrower to be reasonable at the time such projections or statements are made or delivered but with it being understood that such projections and statement are not a guarantee of future performanceassumptions. As of the Effective Date, no No fact is known to any Loan Party the Parent which has had, or may reasonably be expected in the future to have (so far as any Loan Party the Parent can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(k6.1.(l) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the LendersLenders prior to the Effective Date. As No document furnished or written statement made to the Administrative Agent, either Arranger, the Syndication Agent or any Lender in connection with the negotiation, preparation of execution of this Agreement or any of the other Loan Documents, except as superceded by any subsequent document or written statement delivered prior to the Effective Date, all in light of the information included circumstances under which furnished or made, contains or will contain any untrue statement of a fact material to the creditworthiness of the Borrower, the Parent or any other Subsidiary or omits or will omit to state a fact necessary in order to make the Beneficial Ownership Certification, if applicable, is true and correctstatements contained therein not materially misleading.

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial projections and other forward looking statements) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Loan Party or any other Subsidiary were, at the time the same were so furnished, and when taken as a whole, complete and correct in all material respects, to the extent necessary to give the recipient a true and accurate knowledge of the subject matter, or, in the case of financial statements, present fairly in all material respectsfairly, in accordance with GAAP consistently applied throughout the periods involved in each caseinvolved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes resulting from normal year year-end and audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by or on behalf of the Parent, the Borrower, any other Loan Party or any other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on assumptions believed reasonable assumptions. 1No document furnished or written statement made to the Administrative Agent or any Lender in 1 NTD: Covered by the Borrower no MAE rep in clause (h) above. DB1/ 113000430.10 connection with the negotiation, preparation or execution of, or pursuant to, this Agreement or any of the other Loan Documents contains or will contain any untrue statement of a material fact, or omits or will omit to be reasonable at state a material fact necessary in order to make the time such projections or statements are made or delivered but with it being understood that such projections and statement are contained therein not a guarantee of future performancematerially misleading. As of the Effective Date, no fact is known to any Loan Party which has had, or may reasonably be expected in the future to have (so far as any Loan Party can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(k) or in such information, reports or data or otherwise disclosed in writing to the Administrative Agent and the Lenders. As best knowledge of the Effective DateBorrower, all of the information included in the any Beneficial Ownership Certification, Certification provided on or prior to the Effective Date (if applicable, any) to any Lender in connection with this Agreement is true and correctcorrect in all respects.

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial projections and other forward looking statementsstatements and information of a general economic or industry specific nature) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Loan Party or any other Subsidiary were, at the time the same were so furnished, and when taken as a whole, complete and correct in all material respects, to the extent necessary to give the recipient a true and accurate knowledge of the subject matter, or, in the case of financial statements, present fairly in all material respectsfairly, in accordance with GAAP consistently applied throughout the periods involved in each caseinvolved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by or on behalf of the Parent, the Borrower, any other Loan Party or any other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on assumptions believed by the Borrower to be reasonable at the time such projections or statements are made or delivered but with it being understood that such projections and statement are not a guarantee of future performanceassumptions. As of the Effective Date, no No fact is known to any Loan Party which has had, or may reasonably be expected in the future to have (so far as any Loan Party can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(k6.1.(k)Section 6.1(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lenders. No document furnished or written statement made to the Administrative Agent or any Lender in connection with the negotiation, preparation or execution of, or pursuant to, this Agreement or any of the other Loan Documents contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary in order to make the statements contained therein not misleading. As of the Effective Date, all of if applicable, the information included in the Beneficial Ownership Certification, if applicable, Certification is true and correctcorrect in all respects.

Accuracy and Completeness of Information. All written information, reports and data (other than financial projections and other forward looking statements) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Loan Party or any other Subsidiary were, at the time the same were so furnished, and when taken as a whole, complete and correct in all material respects, to the extent necessary to give the recipient a true and accurate knowledge of the subject matter, or, in the case of financial statements, present fairly in all material respectsfairly, in accordance with GAAP consistently applied throughout the periods involved in each case, the financial position of the Persons involved as at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by or on behalf of the Parent, the Borrower, any other Loan Party or any other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on assumptions believed by the Borrower to be reasonable at the time such projections or statements are made or delivered but with it being understood that such projections and statement are not a guarantee of future performance. As of the Effective Date, no fact is known to any Loan Party which has had, or may reasonably be expected in the future to have (so far as any Loan Party can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(k) or in such information, reports or data or otherwise disclosed in writing to the Administrative Agent and the Lenders. As of the Effective Date, all of the information included in the Beneficial Ownership Certification, if applicable, is true and correct.

Accuracy and Completeness of Information. All written information, ---------------------------------------- reports and other papers and data produced by or on behalf of the Borrower or any of its Designated Subsidiaries and furnished to the Lenders (other than financial projections and other forward looking statementsany projections) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Loan Party or any other Subsidiary were, at the time the same were so furnished, and when taken as a whole, complete and correct in all material respects, respects to the extent necessary to give the recipient a true and accurate knowledge of the subject matter. No document furnished or written statement made to the Administrative Agent or the Lenders by the Borrower or any of its Designated Subsidiaries in connection with the negotiation, or, in the case preparation or execution of financial statements, present fairly in all material respects, in accordance with GAAP consistently applied throughout the periods involved in each case, the financial position this Agreement or any of the Persons involved as at Loan Documents contains or will contain any untrue statement of a fact material to the date thereof and creditworthiness of the results Borrower or any of operations for such periods (subject, as its Designated Subsidiaries or omits or will omit to interim statements, state a fact necessary in order to changes resulting from normal year end audit adjustments and absence of full footnote disclosure)make the statements contained therein not misleading. All financial projections and other forward looking statements prepared provided by or on behalf of the Parent, the Borrower, any other Loan Party or any other Subsidiary that have been or may hereafter be made available Borrower to the Administrative Agent or any Lender were or will be prepared in and Lenders hereunder constitute good faith estimates based on reasonable assumptions believed by of senior management of the Borrower to be reasonable at the time such projections or statements are made or delivered but with it being understood that such projections and statement are not a guarantee of future performance. As as of the Effective Date, no fact date delivered. The Borrower is known to not aware of any Loan Party facts which has had, or may reasonably be expected in the future to they have (so far as any Loan Party can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(k) or in such information, reports or data or otherwise disclosed in writing to the Administrative Agent and having a Material Adverse Effect, or insofar as the Lenders. As of the Effective DateBorrower can now foresee, all of the information included in the Beneficial Ownership Certification, if applicable, is true and correctcould reasonably be expected to have a Material Adverse Effect.

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial projections and other forward looking statements) furnished to the Administrative Agent Agent, the Issuing Bank or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Loan Party or any other Subsidiary were, at the time the same were so furnished, and when taken as a whole, complete and correct in all material respects, to the extent necessary to give the recipient a true and accurate knowledge of the subject matter, or, in the case of financial statements, present fairly in all material respectsfairly, in accordance with GAAP consistently applied throughout the periods involved in each caseinvolved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by or on behalf of the Parent, the Borrower, any other Loan Party or any other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on assumptions believed by the Borrower to be reasonable at the time such projections or statements are made or delivered but with it being understood that such projections and statement are not a guarantee of future performanceassumptions. As of the Effective Date, no No fact is known to any Loan Party which has had, or may reasonably be expected in the future to have (so far as any Loan Party can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the LendersLenders prior to the Agreement Date. As No document furnished or written statement made to the Administrative Agent, the Issuing Bank or any Lender by, or at the direction of, the Borrower, any other Loan Party or any other Subsidiary in connection with the negotiation, preparation or execution of, or pursuant to, this Agreement or any of the Effective Date, all other Loan Documents contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the information included in the Beneficial Ownership Certification, if applicable, is true and correctstatements contained therein not materially misleading.

Accuracy and Completeness of Information. All No written information, reports and report or other papers or data (other than excluding financial projections and other forward looking statements) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Loan Party or any other Subsidiary werein connection with, pursuant to or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Parent, the Borrower, any other Loan Party or any other Subsidiary or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. All financial statements (including in each case all related schedules and notes) furnished to the Administrative Agent or any Lender by, on behalf of, or at the time direction of, the same were so furnishedParent, and when taken as a wholethe Borrower, complete and correct any other Loan Party or any other Subsidiary in all material respectsconnection with, pursuant to the extent necessary or relating in any way to give the recipient a true and accurate knowledge of the subject matter, or, in the case of financial statementsthis Agreement, present fairly in all material respects, in accordance with GAAP consistently applied throughout the periods involved in each case, the financial position of the Persons involved as at the date thereof and the results of operations for such periods and in accordance with GAAP consistently applied throughout the periods involved (subject, as to interim statements, to changes resulting from normal year year-end audit adjustments and absence of full footnote disclosureadjustments). All financial projections and other forward looking statements prepared by or on behalf of the Parent, the Borrower, any other Loan Party or any other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on assumptions believed by the Borrower to be reasonable at the time such projections or statements are made or delivered but with it being understood that such projections and statement are not a guarantee of future performanceassumptions. As of the Effective Date, no fact is known to any Loan Party the Parent or the Borrower which has had, or may reasonably be expected in the future to have (so far as any Loan Party the Parent or the Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(k6.1.(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lenders. As of the Effective Agreement Date, all of if applicable, the information included contained in the Beneficial Ownership Certification, if applicable, Certification is true and correct.correct in all respects. ​

Accuracy and Completeness of Information. All written information, reports and data (other than financial projections and other forward looking statements) factual information heretofore or contemporaneously furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Loan Party or any other Subsidiary were, at the time the same were so furnished, and when taken as a whole, complete and correct in all material respects, to the extent necessary to give the recipient a true and accurate knowledge of the subject matter, or, in the case of financial statements, present fairly in all material respects, in accordance with GAAP consistently applied throughout the periods involved in each case, the financial position of the Persons involved as at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by or on behalf of the Parent, the Borrower, any other Loan Party Holdings or any other Subsidiary that have been or may hereafter be made available of its Subsidiaries to the Administrative Agent Agent, the Arranger or any Lender were in writing (including all information contained in the Credit Documents and the Confidential Information Memorandum dated January 2004 delivered to the Lenders in connection with the syndication of the Facilities (the “Confidential Information Memorandum”)) for purposes of or in connection with this Agreement or any transaction contemplated herein is, and all other factual information hereafter furnished by or on behalf of any such Persons in writing to the Administrative Agent, the Arranger or any Lender will be prepared be, true and accurate in all material respects on the date as of which such information is dated and, taken together, not incomplete by omitting to state any material fact necessary to make such information not misleading at such time in light of the circumstances under which such information was provided; provided that, with respect to projections Borrower represents only that the projections contained in such materials are based on good faith based on estimates and assumptions believed by the Borrower to be reasonable and attainable at the time such projections or statements are made or delivered but with it being understood that such projections and statement are not a guarantee of future performancemade. As of the Effective Date, There is no fact is known to any Loan Credit Party which has had, or may that could reasonably be expected in the future to have (so far as any Loan Party can reasonably foresee), a Material Adverse Effect which or that would be material to an understanding of the financial condition, business, properties or prospects of any Credit Party that has not been set forth expressly disclosed herein, in the financial statements referred to other Credit Documents, in Section 7.1.(k) the Confidential Information Memorandum or in such informationany other documents, reports or data or otherwise disclosed in writing certificates and statements furnished to the Administrative Agent and the LendersLenders for use in connection with the transactions contemplated hereby and by the other Credit Documents. As The Credit Parties understand that all such statements, representations and warranties shall be deemed to have been relied upon by the Lenders as a material inducement to make each extension of the Effective Date, all of the information included in the Beneficial Ownership Certification, if applicable, is true and correctcredit hereunder.

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial projections and other forward looking statementsstatements and general economic and general industry data) furnished to the Administrative Agent Agent, any Issuing Bank or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Loan Party or any other Subsidiary wereSubsidiary, at in connection with the negotiation, preparation or execution of this Agreement or delivered hereunder from time the same were so furnishedto time, and when taken as a whole, complete and correct in all together with the information publicly filed by the Borrower or its Subsidiaries with the SEC does not, taken as a whole, contain any material respects, misstatement of fact or omit to the extent state any material fact necessary to give make the recipient a true and accurate knowledge statements therein, in the light of the subject mattercircumstances under which they were made, not misleading, or, in the case of financial statements, present fairly in all material respectsfairly, in accordance with GAAP consistently applied throughout the periods involved in each caseinvolved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by or on behalf of the Parent, the Borrower, any other Loan Party or any other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender by or on behalf of the Borrower, any other Loan Party or any other Subsidiary were or will be prepared in good faith based on based upon assumptions believed by the Borrower to be reasonable at the time such projections or statements are made or delivered but with (it being understood that projections are subject to significant uncertainties and contingencies, many of which are beyond the Borrower’s control, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such projections information may differ significantly from the forecasted, estimated, pro forma, project or anticipated results and statement are not a guarantee of future performance. As of the Effective Dateassumptions, no fact is known to any Loan Party which has had, or and such differences may reasonably be expected in the future to have (so far as any Loan Party can reasonably foreseematerial), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(k) or in such information, reports or data or otherwise disclosed in writing to the Administrative Agent and the Lenders. As of the Effective Date, all of the information included in the Beneficial Ownership Certification, if applicable, is true and correct.

Accuracy and Completeness of Information. All written information, reports and data (other than financial projections and other forward looking statements) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Loan Party or any other Subsidiary were, at the time the same were so furnished, and when taken as a whole, complete and correct in all material respects, to the extent necessary to give the recipient a true and accurate knowledge of the subject matter, or, in the case of financial statements, present fairly in all material respects, in accordance with GAAP consistently applied throughout the periods involved in each case, the financial position of the Persons involved as at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by or on behalf of the Parent, the Borrower, any other Loan Party or any other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on assumptions believed by the Borrower to be reasonable at the time such projections or statements are made or delivered but with it being understood that such projections and statement are not a guarantee of future performance. As of the Effective Date, no fact is known to any Loan Party which has had, or may reasonably be expected in the future to have (so far as any Loan Party can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(k) or in such information, reports or data or otherwise disclosed in writing to the Administrative Agent and the Lenders. As of the Effective Date, all of the information included in the Beneficial Ownership Certification, if applicable, is true and correct.. (x) REIT Status. The Parent has elected to be treated as a REIT under the Internal Revenue Code, the Parent is qualified as a REIT and each of its Subsidiaries that is a corporation is a Qualified REIT Subsidiary or Taxable REIT Subsidiary, except where a Subsidiary’s failure to so qualify could not reasonably be expected to have an adverse effect on the Parent’s qualification as a REIT. (y)

Accuracy and Completeness of Information. All No written information, reports and report or other papers or data (other than excluding financial projections and other forward looking statements) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Loan Party or any other Subsidiary werein connection with, pursuant to or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Parent, the Borrower, any other Loan Party or any other Subsidiary or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. All financial statements (including in each case all related schedules and notes) furnished to the Administrative Agent or any Lender by, on behalf of, or at the time direction of, the same were so furnishedParent, and when taken as a wholethe Borrower, complete and correct any other Loan Party or any other Subsidiary in all material respectsconnection with, pursuant to the extent necessary or relating in any way to give the recipient a true and accurate knowledge of the subject matter, or, in the case of financial statementsthis Agreement, present fairly in all material respects, in accordance with GAAP consistently applied throughout the periods involved in each case, the financial position of the Persons involved as at the date thereof and the results of operations for such periods and in accordance with GAAP consistently applied throughout the periods involved (subject, as to interim statements, to changes resulting from normal year year-end audit adjustments and absence of full footnote disclosureadjustments). All financial projections and other forward looking statements prepared by or on behalf of the Parent, the Borrower, any other Loan Party or any other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on assumptions believed by the Borrower to be reasonable at the time such projections or statements are made or delivered but with it being understood that such projections and statement are not a guarantee of future performanceassumptions. As of the Effective Date, no fact is known to any Loan Party the Parent or the Borrower which has had, or may reasonably be expected in the future to have (so far as any Loan Party the Parent or the Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(k6.1.(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lenders. As of the Effective Agreement Date, all of if applicable, the information included contained in the Beneficial Ownership Certification, if applicable, Certification is true and correctcorrect in all respects.

Accuracy and Completeness of Information. All written information, reports and data (other than financial projections and other forward looking statements) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Loan Party or any other Subsidiary were, at the time the same were so furnished, and when taken as a whole, complete and correct in all material respects, to the extent necessary to give the recipient a true and accurate knowledge of the subject matter, or, in the case of financial statements, present fairly in all material respectsfairly, in accordance with GAAP consistently applied throughout the periods involved in each case, the financial position of the Persons involved as at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by or on behalf of the Parent, the Borrower, any other Loan Party or any other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on reasonable assumptions believed by the Borrower to be reasonable at the time such projections or statements are made or delivered but with it being understood that such projections and statement are not a guarantee of future performance. As of the Effective Date, no fact is known to any Loan Party which has had, or may reasonably be expected in the future to have (so far as any Loan Party can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(k) or in such information, reports or data or otherwise disclosed in writing to the Administrative Agent and the Lenders. As of the Effective Date, all of the information included in the Beneficial Ownership Certification, if applicable, is true and correct.

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial projections and other forward looking statements) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Loan Party or any other Subsidiary were, at the time the same were so furnished, and when taken as a whole, complete and correct in all material respects, to the extent necessary to give the recipient a true and accurate knowledge of the subject matter, or, in the case of financial statements, present fairly in all material respectsfairly, in accordance with GAAP consistently applied throughout the periods involved in each caseinvolved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes resulting from normal year year-end and audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by or on behalf of the Parent, the Borrower, any other Loan Party or any other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on assumptions believed by the Borrower to be reasonable at the time such projections or statements are made or delivered but with it being understood that such projections and statement are not a guarantee of future performanceassumptions. As of the Effective Date, no No fact is known to any Loan Party which has had, or may reasonably be expected in the future to have (so far as any Loan Party can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(k7.1(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lenders. As No document furnished or written statement made to the Administrative Agent or any Lender in connection with the negotiation, preparation or execution of, or pursuant to, this Agreement or any of the Effective Dateother Loan Documents contains or will contain any untrue statement of a material fact, all of or omits or will omit to state a material fact necessary in order to make the information included in the Beneficial Ownership Certification, if applicable, is true and correctstatements contained therein not materially misleading.