Common use of Accuracy and Completeness of Information Clause in Contracts

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial 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, 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, 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 to be reasonable at the time made, but with it being understood that such projections and statements are not a guarantee of future performance and that such future performance may vary materially from such projections. 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 are or will be made, not misleading.

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial projections, information of a general economic or industry nature 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 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 involvedinvolved 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 made, such projections or statements are made or delivered but with it being understood that such projections and statements statement are not a guarantee of future performance and that 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 future performance may vary materially from such projections. No document furnished information, reports or written statement made data or otherwise disclosed in writing to the Administrative Agent or any Lender in connection with and 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 are or will be made, not misleadingLenders.

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial projections, information of a general economic or industry nature 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 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, 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, 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 reasonable assumptions. No fact is known to be reasonable at any Borrower which has had, or may in the time madefuture have (so far as any Borrower can reasonably foresee), but with it being understood that a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1(k) or in such projections information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and statements are not a guarantee of future performance and that such future performance may vary materially from such projectionsthe 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, in light of the circumstances under which they are or will be made, therein not misleading.

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial projections, information of a general economic or industry nature projections and other forward looking statements) 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 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, 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, 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 disclosuredisclosure and presentation items). 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. No fact is known to be reasonable at any Loan Party which has had, or may in the time madefuture have (so far as any Loan Party can reasonably foresee), but with it being understood that a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1.(k) or in such projections information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent, the Issuing Banks, and statements are not a guarantee of future performance and that such future performance may vary materially from such projectionsthe Lenders. No document furnished or written statement made by, on behalf of, or at the direction of, any Loan Party to the Administrative Agent 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 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 are or will be made, therein not misleading.

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial projections, information of a general economic or industry nature 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 Subsidiary, in connection with the negotiation, preparation or relating in any way to execution of this Agreement or delivered hereunder from time to time, taken as a whole, together with the information publicly filed by the Borrower or its Subsidiaries with the SEC does not, taken as a whole, contain any other Loan Document were, at the time the same were so furnished, complete and correct in all 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, 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 to be reasonable at the time made, but with made (it being understood that such projections are subject to significant uncertainties and statements contingencies, many of which are not a guarantee of future performance 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 future performance information may vary materially differ significantly from the forecasted, estimated, pro forma, project or anticipated results and assumptions, and such projections. 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 are or will differences may be made, not misleadingmaterial).

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial projections, information of a general economic or industry nature 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 in connection with or relating in any way to this Agreement or any other Loan Document were, at the time the same were so furnishedfurnished 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, 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 to be reasonable at reasonable. No fact is known to any Loan Party which has had, or could reasonably be expected in the time madefuture to have, but with it being understood that a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1(k) or in such projections information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and statements are not a guarantee of future performance and that such future performance may vary materially from such projectionsthe 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 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 statements contained therein, in light of the circumstances under which they are or will be made, therein not misleading.

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than excluding financial projections, information of a general economic projections 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 any other 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, to the best of the Parent’s and PREIT’s knowledge, 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, 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 Borrower or 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 to be reasonable at the time made, but with it being understood that such projections and statements are not a guarantee of future performance and that such future performance may vary materially from such projectionsassumptions. No document furnished or written statement made made, in each case by, or at the direction of any Loan Party or any other Subsidiary to the Administrative Agent or any Lender in connection with the negotiation, preparation or execution of, or pursuant to, this Agreement or of any of the other Loan Documents Document contains or will contain any untrue statement of a fact material factto the creditworthiness of the Loan Parties and other Subsidiaries, taken as a whole, or omits omits, or will omit to state a fact material fact to the creditworthiness of the Loan Parties and the other Subsidiaries, taken as a whole, which is necessary in order to make the statements contained therein, in light of the circumstances under which they are or will be made, therein not misleading.

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial projections, factual information of a general economic heretofore or industry nature and other forward looking statements) 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 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, 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, 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 or any Lender were or will be prepared in good faith based on assumptions believed to be reasonable at Agent, the time made, but with it being understood that such projections and statements are not a guarantee of future performance and that such future performance may vary materially from such projections. No document furnished or written statement made to the Administrative Agent Arrangers or any Lender 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 negotiation, preparation syndication of the Facilities (the “Confidential Information Memorandum”)) for purposes of or execution of, or pursuant to, 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 other Loan Documents contains Administrative Agent, the Arrangers or any Lender will contain any untrue statement be, true and accurate in all material respects on the date as of a material factwhich such information is dated and, or omits or will omit taken together, not incomplete by omitting to state a any material fact necessary in order to make the statements contained therein, such information not misleading at such time in light of the circumstances under which they 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 estimates and assumptions believed by Borrower to be reasonable and attainable at the time made. There is no fact known to any Credit Party that could reasonably be expected to have a Material Adverse Effect or will that would be madematerial to an understanding of the financial condition, business, properties or prospects of any Credit Party that has not misleadingbeen expressly disclosed herein, in the other Credit Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Credit Documents. 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 credit hereunder.

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than excluding financial 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 Borrower 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, 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, 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 reasonable assumptions. No fact is known to be reasonable at the time madeBorrower which has had, but with it being understood that or may in the future have (so far as 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 projections information, reports or other papers or data or otherwise disclosed in writing to the Agent and statements are not a guarantee of future performance and that such future performance may vary materially from such projectionsthe Lenders prior to the Effective Date. No document furnished or written statement made to the Administrative Agent or any Lender in connection with the negotiation, preparation or of execution of, or pursuant to, of this Agreement or any of the other Loan Documents Documents, in light of the circumstances under which furnished or made, contains or will contain any untrue statement of a fact material fact, to the creditworthiness of the Borrower or any Subsidiary 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 are or will be made, therein not materially misleading.

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial projections, information of a general economic or industry nature 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 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, 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, 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 to be reasonable at the time made, but with it being understood that such projections and statements are not a guarantee of future performance and that such future performance may vary materially from such projectionsassumptions. 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 therein not materially misleading. As of the circumstances under which they are Effective Date, to the best knowledge of the Borrower, the information included in any Beneficial Ownership Certification provided on or will be made, not misleadingprior to the Effective Date (if any) to any Lender in connection with this Agreement is true and correct in all respects.

Accuracy and Completeness of Information. All No written information, reports and report or other papers and or data (other than excluding financial projections, information of a general economic or industry nature 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 Subsidiary or any other Loan Party or any other Subsidiary in connection with with, pursuant to or relating in any way to this Agreement Agreement, contained any untrue statement of a fact material to the creditworthiness of the Borrower, any Subsidiary or any other Loan Document wereParty 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 Agent or any Lender by, on behalf of, or at the time direction of, the same were so furnishedBorrower, complete and correct any Subsidiary or any other Loan Party in connection with, pursuant to or relating in any way to this Agreement, present fairly, in all material respects, to the extent necessary to give the recipient a true respects 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, 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 disclosureadjustments). All financial projections and other forward looking statements prepared by or on behalf of the Parent, the Borrower, any Subsidiary or 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 to be reasonable at the time made, but with it being understood that such projections and statements are not a guarantee of future performance and that such future performance may vary materially from such projectionsperformance. No document furnished or written statement made As of the Effective Date, no fact is known to the Administrative Agent or any Lender in connection with the negotiation, preparation or execution ofBorrower which has had, or pursuant tomay in the future have (so far as the Borrower can reasonably foresee), this Agreement a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1.(j) or any of in such information, reports or other papers or data or otherwise disclosed in writing to 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 Agent and the statements contained therein, in light of the circumstances under which they are or will be made, not misleadingLenders.

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial projections, information of a general economic or industry nature 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 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 under the circumstances so furnished, 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, 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 reasonable assumptions. As of the Agreement Date, no fact is known to be reasonable at any Loan Party which has had, or may in the time madefuture have (so far as any Loan Party can reasonably foresee), but with it being understood that a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(k) or in such projections information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and statements are not a guarantee of future performance and that such future performance may vary materially from such projectionsthe 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, in light of the circumstances under which they are or will be made, therein not misleading.. ​ ​

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial projections, information of a general economic or industry nature 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 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 respectsfairly, in accordance with GAAP consistently applied throughout the periods involvedinvolved 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 made, such projections or statements are made or delivered but with it being understood that such projections and statements statement are not a guarantee of future performance and that 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 future performance may vary materially from such projections. No document furnished information, reports or written statement made data or otherwise disclosed in writing to the Administrative Agent or any Lender in connection with and 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 are or will be made, not misleadingLenders.

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial projections, information of a general economic or industry nature 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 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, 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, 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 reasonable assumptions. No fact is known to be reasonable at any Loan Party which has had, or may in the time madefuture have (so far as any Loan Party can reasonably foresee), but with it being understood that a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(k) or in such projections information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and statements are not a guarantee of future performance and that such future performance may vary materially from such projectionsthe Lenders prior to the Agreement Date. No document furnished or written statement made to the Administrative Agent 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 other Loan Documents contains or will contain any untrue statement of a material fact, 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 are or will be made, therein not materially misleading.

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial projections, information of a general economic or industry nature 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 Subsidiary, in connection with the negotiation, preparation or relating in any way to execution of this Agreement or delivered hereunder from time to time, taken as a whole, together with the information publicly filed by the Borrower or its Subsidiaries with the SEC does not, taken as a whole, contain any other Loan Document were, at the time the same were so furnished, complete and correct in all 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, 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 to be reasonable at the time made, but with made (it being understood that such projections are subject to significant uncertainties and statements contingencies, many of which are not a guarantee of future performance 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 future performance information may vary materially differ significantly from the forecasted, estimated, pro forma, project or anticipated results and assumptions, and such projections. 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 are or will differences may be made, not misleadingmaterial).

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial projections, information of a general economic or industry nature 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 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 under the circumstances so furnished, 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, 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 reasonable assumptions. As of the Agreement Date, no fact is known to be reasonable at any Loan Party which has had, or may in the time madefuture have (so far as any Loan Party can reasonably foresee), but with it being understood that a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(k) or in such projections information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and statements are not a guarantee of future performance and that such future performance may vary materially from such projectionsthe 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, in light of the circumstances under which they are or will be made, therein not misleading.

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial projections, information of a general economic or industry nature 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 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 respectsfairly, in accordance with GAAP consistently applied throughout the periods involvedinvolved 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 to be reasonable at the time made, but with it being understood that such projections and statements statement are not a guarantee of future performance and that 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 future performance may vary materially from such projections. No document furnished information, reports or written statement made data or otherwise disclosed in writing to the Administrative Agent or any Lender in connection with and 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 are or will be made, not misleadingLenders.

Accuracy and Completeness of Information. All The written information, reports and other papers and data (other than excluding financial projections, information of a general economic or industry nature 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 in connection with or relating in any way to this Agreement Agreement, (as modified or supplemented by other information so furnished) does not (or, if such information, reports and data are furnished in separate instruments, writings or transmissions but are furnished at approximately the same time and are reasonably related to one another, such information, reports and data taken as a whole do not) contain any untrue statement of a fact material to the creditworthiness of the Borrower or any 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 and other Loan Document werefinancial information (excluding financial projections and other forward looking statements) furnished to the Lender by, on behalf of, or at the time direction of, the same were so furnished, complete and correct Borrower or any Subsidiary in all material respects, connection with or relating in any way to the extent necessary 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 respectsfairly, in accordance with GAAP consistently applied throughout the periods involved, 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 to be reasonable at assumptions. As of the time madeEffective Date, but with it being understood that such projections and statements are not a guarantee of future performance and that such future performance may vary materially from such projections. No document furnished or written statement made no fact is known to the Administrative Agent or any Lender in connection with the negotiation, preparation or execution ofBorrower which has had, or pursuant tomay in the future have (so far as the Borrower can reasonably foresee), this Agreement a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1.(j) or any of in such information, reports or other papers or data or otherwise disclosed in writing to 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 are or will be made, not misleadingLender.

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial projections, information of a general economic or industry nature 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 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 under the circumstances so furnished, 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, 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 reasonable assumptions. As of the Agreement Date, no fact is known to be reasonable at any Loan Party which has had, or may in the time madefuture have (so far as any Loan Party can reasonably foresee), but with it being understood that a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(k) or in such projections information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and statements are not a guarantee of future performance and that such future performance may vary materially from such projectionsthe 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, in light of the circumstances under which they are or will be made, therein not misleading.

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial projections, information of a general economic or industry nature 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 in connection with or relating in any way to this Agreement or any other Loan Document were, at the time the same were so furnishedfurnished 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, 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 to be reasonable at reasonable. No fact is known to any Loan Party which has had, or could reasonably be expected in the time madefuture to have, but with it being understood that a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1.(j) or in such projections information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and statements are not a guarantee of future performance and that such future performance may vary materially from such projectionsthe Lenders. No document furnished or written statement made to the Administrative Agent 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 other Loan Documents 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 statements contained therein, in light of the circumstances under which they are or will be made, therein not misleading.

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial projections, information of a general economic or industry nature 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 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, 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, 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 reasonable assumptions. No fact is known as of the Agreement Date to be reasonable at any Loan Party which has had, or may in the time madefuture have (so far as any Loan Party can reasonably foresee), but with it being understood that a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(k) or in such projections information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and statements are not a guarantee of future performance and that such future performance may vary materially from such projectionsthe 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, in light of the circumstances under which they are or will be made, therein not misleading.

Accuracy and Completeness of Information. All No written information, reports and report or other papers and or data (other than excluding financial projections, information of a general economic or industry nature 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 Subsidiary or any other Loan Party or any other Subsidiary in connection with or relating in any way to this Agreement Agreement, contained any untrue statement of a fact material to the creditworthiness of Borrower, any Subsidiary or any other Loan Document wereParty 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 furnished to the Administrative Agent, the Collateral Agent, the Issuing Bank and/or any of the Lenders by, on behalf of, or at the time the same were so furnisheddirection of, complete and correct Borrower, any Subsidiary or any other Loan Party in all material respects, connection with or relating in any way to the extent necessary 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 respectsfairly, in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods (subjectsubject to, as to interim unaudited statements, to changes resulting from normal year end audit adjustments and the absence of full footnote disclosurefootnotes). All financial projections and other forward looking statements prepared by or on behalf of the Parent, the Borrower, any Subsidiary or any other Loan Party or any other Subsidiary that have been or may hereafter be made available to the Administrative Agent or Agent, the Collateral Agent, the Issuing Bank and/or any Lender of the Lenders were or will be prepared based upon assumptions that such Loan Party in good faith based on assumptions believed to be considered reasonable at such time. As of the time madeClosing Date, but with it being understood that no fact is known to Borrower which has had, or may in the future have (so far as Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 3.01(j) or in such projections and statements are not a guarantee of future performance and that such future performance may vary materially from such projections. No document furnished information, reports or written statement made other papers or data or otherwise disclosed in writing 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 are or will be made, not misleadingAgent.

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial projections, information of a general economic or industry nature 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 Subsidiary, in connection with the negotiation, preparation or relating in any way to execution of this Agreement or delivered hereunder from time to time, taken as a whole, together with the information publicly filed by the Borrower or its Subsidiaries with the SEC does not, taken as a whole, contain any other Loan Document were, at the time the same were so furnished, complete and correct in all 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, 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 to be reasonable at the time made, but with made (it being understood that such projections are subject to significant uncertainties and statements contingencies, many of which are not a guarantee of future performance 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 future performance information may vary materially differ significantly from the forecasted, estimated, pro forma, project or anticipated results and assumptions, and such projections. 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 are or will differences may be made, not misleadingmaterial).

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial projectionsprojections and other forward looking statements, and information of a general economic or industry nature and other forward looking statementsspecific 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 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, 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, 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 103 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 reasonable assumptions. No fact is known to be reasonable at any Loan Party which has had, or may in the time madefuture have (so far as any Loan Party can reasonably foresee), but with it being understood that a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1.(k) or in such projections information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and statements are not a guarantee of future performance and that such future performance may vary materially from such projectionsthe Lenders, or in the public domain. 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 are or will be made, therein not misleading.

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial projections, factual information of a general economic heretofore or industry nature and other forward looking statements) 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 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, 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, 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 or any Lender were or will be prepared in good faith based on assumptions believed to be reasonable at Agent, the time made, but with it being understood that such projections and statements are not a guarantee of future performance and that such future performance may vary materially from such projections. No document furnished or written statement made to the Administrative Agent Arranger or any Lender 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 negotiation, preparation syndication of the Facilities (the “Confidential Information Memorandum”)) for purposes of or execution of, or pursuant to, 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 other Loan Documents contains Administrative Agent, the Arranger or any Lender will contain any untrue statement be, true and accurate in all material respects on the date as of a material factwhich such information is dated and, or omits or will omit taken together, not incomplete by omitting to state a any material fact necessary in order to make the statements contained therein, such information not misleading at such time in light of the circumstances under which they 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 estimates and assumptions believed by Borrower to be reasonable and attainable at the time made. There is no fact known to any Credit Party that could reasonably be expected to have a Material Adverse Effect or will that would be madematerial to an understanding of the financial condition, business, properties or prospects of any Credit Party that has not misleadingbeen expressly disclosed herein, in the other Credit Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Credit Documents. 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 credit hereunder.

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial projections, information of a general economic or industry nature 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 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 under the ​ circumstances so furnished, 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, 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 reasonable assumptions. As of the Agreement Date, no fact is known to be reasonable at any Loan Party which has had, or may in the time madefuture have (so far as any Loan Party can reasonably foresee), but with it being understood that a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(k) or in such projections information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and statements are not a guarantee of future performance and that such future performance may vary materially from such projectionsthe 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, in light of the circumstances under which they are or will be made, therein not misleading.

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial projections, projections and other forward looking statements and information of a general economic or industry nature and other forward looking statementsspecific 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 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, 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, 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 reasonable assumptions. No fact is known to be reasonable at any Loan Party which has had, or may in the time madefuture have (so far as any Loan Party can reasonably foresee), but with it being understood that a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k) or in such projections information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and statements are not a guarantee of future performance and that such future performance may vary materially from such projectionsthe 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, in light of the circumstances under which they are or will be made, therein not misleading.