Common use of Accuracy of Information, etc Clause in Contracts

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or written or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific nature) furnished by any Loan Party or any of its agents to the Administrative Agent, the Lenders or any of their respective Affiliates, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken as a whole, as of the date such statement or information was so furnished, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements thereto). The financial projections and other forward-looking information contained in the materials referenced above have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliates, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections and forward-looking information are not to be viewed as facts and that actual results during the period or periods covered by any such projections or forward-looking information may differ from the projected results set forth therein, and such differences may be material. As of the Closing Date, there is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been disclosed herein, in the other Loan 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 Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or written or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific nature) statement furnished by or on behalf of any Loan Party or any of its agents to the Administrative Agent, Agent or the Lenders or any of their respective AffiliatesLenders, or any of themthem (as modified or supplemented by other information so furnished), for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken contained as a wholeof the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as of the date such statement or information was so furnishedof this Agreement), contained any untrue statement of a material fact or omitted (when taken as a whole and after giving effect to any updates and supplements thereto) to state a material fact (known to Holdings, the Borrower or the Canadian Borrower, in the case of any document not furnished by any of them) necessary to make the statements contained herein or therein not materially misleading in light of the circumstances under in which such statements the same were made (giving effect to all supplements thereto)made. The financial projections and other forward-looking pro forma financial information contained in the materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by management of the Borrower to be reasonable at the time furnished by made or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesfurnished, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections financial information as it relates to future events are subject to significant uncertainties and forward-looking information contingencies and are not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth therein, therein and such differences may be materialmaterial or substantial. As of the Closing Datedate hereof, there the representations and warranties contained in the Acquisition Documentation are true and correct in all material respects. There is no fact known to any Loan Party (other than matters of a general economic and industry specific nature) that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan 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 Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum Lender Presentation or any other document, certificate or written or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific nature) statement furnished by any Loan Party or any of its agents to the Administrative Agent, Agent or the Lenders or any of their respective Affiliates, or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken as a whole, contained as of the date such statement statement, information, document or information certificate was so furnishedfurnished (or, contained in the case of the Lender Presentation, as of the Closing Date), in each case, when taken as a whole with all supplements and updates thereto on or prior to such date and all public filings made by the Parent Borrower or any of its Subsidiaries on or prior to such date, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading in light of misleading; provided that the circumstances under which such statements were made (giving effect foregoing shall not apply to all supplements thereto). The projections, pro forma financial projections and other information, forward-looking statements, estimates and information of a general economic or industry-specific nature. The projections, pro forma financial information, forward-looking statements and estimates contained in the materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by management of the Parent Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative AgentLenders that (a) such projections, the Lenders and their respective Affiliates that such projections and pro forma financial information, forward-looking information statements and estimates relate to future events, are not to be viewed as facts fact, are subject to significant uncertainties and contingencies, many of which are beyond the control of the Parent Borrower and its Subsidiaries, and are not a guarantee of financial performance and (b) no assurance can be given that any particular projections, pro forma financial information, forward-looking statements or estimates will be realized and actual results during the period or periods covered by any such projections or projections, pro forma financial information, forward-looking information statements and estimates may differ from the projected results set forth therein, and such differences may be materialtherein by a material amount. As of the Closing Date, there There is no fact known to any Loan Party that could would reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum Lender Presentation 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 Loan DocumentsDocuments or in the public filings made by the Parent Borrower and its Subsidiaries. As of the Closing Date, to the best knowledge of the Parent Borrower, the information included in the Beneficial Ownership Certification provided on or prior to the Closing Date to any Lender in connection with this Agreement is true and correct in all material respects.

Accuracy of Information, etc. No statement or information The statements contained in this Agreement, any other Loan Document, the Confidential Information Memorandum Memorandum, the Exchange Act Documents or any other document, certificate or written statement furnished or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information made available by or on behalf of a general economic or industry specific nature) furnished by any Loan Party or any of its agents to the Administrative Agent, Agent or the Lenders or any of their respective AffiliatesLenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken as a whole, as of the date such statement or information was so furnished, contained hereof (a) do not contain any untrue statement of a material fact or omitted (b) omit to state a material fact necessary to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements are or were made (giving effect made, in each case where such material misstatement or omission could adversely affect the rights or interests of the Lenders; provided that, with respect to all supplements thereto). The projected and pro forma financial projections and other forward-looking information contained in the materials referenced above have been above, the Borrower represents only that such information was prepared in good faith based upon assumptions believed by management of the Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth therein, and such differences may be materialtherein by a material amount. As of the Closing Date, there There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum Memorandum, in the Exchange Act Documents or in any other documents, certificates and statements statements, taken as a whole, furnished to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information The statements contained in this Agreement, any other Loan Document, the Confidential Information Memorandum Memorandum, the Exchange Act Documents or any other document, certificate or written statement furnished or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information made available by or on behalf of a general economic or industry specific nature) furnished by any Loan Party or any of its agents to the Administrative Agent, Agent or the Lenders or any of their respective AffiliatesLenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken as a whole, as of the date such statement or information was so furnished, contained hereof do not (a) contain any untrue statement of a material fact or omitted (b) omit to state a material fact necessary to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements are or were made (giving effect made, in each case where such material misstatement or omission could adversely affect the rights or interests of the Lenders; provided that, with respect to all supplements thereto). The projected and pro forma financial projections and other forward-looking information contained in the materials referenced above have been above, the Borrower represents only that such information was prepared in good faith based upon assumptions believed by management of the Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth therein, and such differences may be materialtherein by a material amount. As of the Closing Date, there There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum Memorandum, in the Exchange Act Documents or in any other documents, certificates and statements statements, taken as a whole, furnished to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No written statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum Document or any other document, certificate or written or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific nature) statement furnished by any Loan Party or any of its agents to the Administrative Agent, Agent or the Lenders or any of their respective AffiliatesLenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken as a whole, contained as of the date such statement statement, information, document or information certificate was so furnished, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements were made (after giving effect to all any supplements thereto). The ; provided, however, that (a) with respect to the projections, other pro forma financial projections information and other forwardinformation of a general economic or industry-looking information specific nature contained in the materials referenced above have been above, the Borrower represents only that the same were prepared in good faith and are based upon assumptions believed by management of the Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth therein, therein by a material amount and such differences may be material. As of (b) on or prior to the Zarlink Compulsory Acquisition Closing Date or the Zarlink Subsequent Acquisition Closing Date, there is no fact known as the case may be, the representations and warranties in this Section 5.18 with respect to any Loan Party that could reasonably Zarlink, its Subsidiaries and their business shall only be expected to have a Material Adverse Effect that has not been disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished made to the Administrative Agent and best knowledge of the Lenders for use in connection with the transactions contemplated hereby and by the other Loan DocumentsBorrower.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum Document or any other document, certificate or written or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific nature) statement furnished by or on behalf of any Loan Party or any of its agents to the Administrative Agent, Agent or the Lenders or any of their respective AffiliatesLenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken as a whole, contained as of the date such statement statement, information, document or information certificate was so furnished (as modified or supplemented by other information so furnished), contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein (when taken as a whole) not materially misleading in any material respect in light of the circumstances under in which such statements they were made (giving effect to all supplements thereto). The financial projections and other forward-looking information contained in the materials referenced above have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliates, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth therein, therein by a material amount). The projections and such differences may be material. As pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Closing DateBorrower to be reasonable at the time made, there it being recognized by the Lenders that such projections and financial information as they relate to future events are not to be viewed as fact and that actual results during the period or periods covered by such projections and financial information may differ from the projected results set forth therein by a material amount. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum Documents 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 Loan DocumentsDocuments other than general conditions affecting the Borrower’s industry.

Accuracy of Information, etc. (a) No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or written or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific nature) statement furnished by or on behalf of any Loan Party or any of its agents to the Administrative Agent, Agent or the Lenders or any of their respective AffiliatesLenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken as a whole, contained as of the date such statement statement, information, document or information certificate was so furnishedfurnished (or if otherwise specified herein or therein, contained as of such date), any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements thereto)made. The financial projections and other forward-looking pro forma financial information contained in the materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by management of the Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth therein, and such differences may be materialtherein by a material amount. As of the Closing Date, there There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan 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 Loan Documents. (b) The Annual Report on Form 10-K of the Borrower for the year ended December 31, 2013 (the “SEC Report”) as of its filing date complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the applicable rules and regulations promulgated thereunder. The SEC Report at the time of filing did not contain any untrue statements of material fact or omitted a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Forward looking statements and other statements contained in the SEC Report are subject to the cautionary language and risk factors contained in the SEC Report.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or written or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific nature) statement furnished by or on behalf of any Loan Party or any of its agents to the Administrative Agent, Agent or the Lenders or any of their respective Affiliates, or any of themLenders, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken contained as a wholeof the date such statement, information, document or certificate was so furnished (and, in the case of the Confidential Information Memorandum, as of the date such statement or information was so furnishedof this Agreement), contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements thereto)misleading. The financial projections and other forward-looking pro forma financial information contained in the materials referenced above have been prepared in (including the projections for the Borrower and its Subsidiaries on a quarterly basis for 2010 and 2011 and on an annual basis for 2012 through 2015) are based upon good faith based upon estimates and assumptions believed by management of the Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth therein, and such differences may be materialtherein by a material amount. As of the Closing Date, there (i) the representations and warranties contained in the Transaction Documentation made by or on behalf of any Loan Party were true and correct in all material respects and (ii) to the knowledge of the Borrower, the representations and warranties contained in the Transaction Documentation made by or on behalf of Persons other than the Loan Parties were true and correct in all material respects. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan 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 Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum Document or any other document, certificate or written or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific nature) statement furnished by or on behalf of any Loan Party or any of its agents to the Administrative Agent, Agent or the Lenders or any of their respective AffiliatesLenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken as a whole, contained as of the date such statement statement, information, document or information certificate was so furnished, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements thereto)misleading. The financial projections and other forward-looking pro forma financial information contained in the materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by management of the Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections and forward-looking financial information as they relate to future events are not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking and financial information may differ from the projected results set forth therein, and such differences may be materialtherein by a material amount. As of the Closing Datedate hereof, there the representations and warranties of the Borrower contained in the Acquisition Documentation are true and correct in all material respects, the representations and warranties of the Seller contained in the Acquisition Document are, to the knowledge of the Borrower, true and correct in all material respects, and all conditions to the Borrower’s consummation of the Acquisition set forth in the Acquisition Documentation have been satisfied or waived by the Borrower. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum Documents 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 Loan Documents.

Accuracy of Information, etc. No statement or information (other than projections, pro forma and other forward looking information) contained in this Agreement, any other Loan Document, the Confidential Information Memorandum Document or any other document, certificate or written or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific nature) statement furnished by or on behalf of any Loan Party or any of its agents to the Administrative Agent, Agent or the Lenders or any of their respective AffiliatesLenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, contained (when taken as a whole, together with all other information provided) as of the date such statement statement, information, document or information certificate was so furnished, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not materially misleading in light of the circumstances under which they were made; provided that (a) with respect to information relating to Hortonwork’s industry generally and trade data which relates to a Person that is not a Loan Party or a Subsidiary thereof, the Borrower represents and warrants only that such statements were made (giving effect to all supplements thereto). The financial projections and other forward-looking information contained in the materials referenced above have been prepared is believed by it in good faith to be accurate in all material respects, (b) any statements describing documents and agreements are summary only and as such are qualified in their entirety by reference to such documents and agreements, and (c) with respect to financial statements (other than (i) projected and pro forma financial information, and (ii) any historical financial information of any businesses acquired pursuant to any Permitted Acquisition (which is qualified to the extent provided therefor in the definitive documentation governing any such Permitted Acquisition)), the Borrower represents and warrants only that such financial statements present fairly in all material respects the consolidated financial condition of the applicable Person as of the dates indicated. The projections and pro forma financial information provided to the Administrative Agent and Lenders by the Borrower and its Subsidiaries are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth therein, and such differences may be materialtherein by a material amount. As of the Closing Date, there There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum Documents 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 Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum Memorandum, the Lender Presentation or any other document, certificate or written statement (excluding any projections, proforma financial information or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific natureestimates) furnished by or on behalf of any Loan Party or any of its agents to the Administrative Agent, Agent or the Lenders or any of their respective AffiliatesLenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken as a whole, contained as of the date such statement statement, information, document or information certificate was so furnishedfurnished (or, contained in the case of the Confidential Information Memorandum, as of the Closing Date, and in the case of the Lender Presentation, as of the Restatement Date), any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements thereto)misleading. The financial projections and other forward-looking pro forma financial information contained in the materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by management of the Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth therein, and such differences may be materialtherein by a material amount. As of the Closing Restatement Date, there is no fact known to any Loan Party that could could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum Memorandum, the Lender Presentation 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 Loan Documents.

Accuracy of Information, etc. (a) No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum Document or any other document, certificate or written or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific nature) statement furnished by or on behalf of any Loan Party or any of its agents to the Administrative Agent, Agent or the Lenders or any of their respective AffiliatesLenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken as a whole, contained as of the date such statement statement, information, document or information certificate was so furnished, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements thereto)misleading. The financial projections and other forward-looking pro forma financial information contained in the materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by management of the Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth therein, and such differences may be materialtherein by a material amount. As of the Closing Date, there There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum Documents 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 Loan Documents. (b) The Borrower's Annual Report on Form 10-K for the year ended December 31, 2002 and the Borrower's Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 (collectively the "Borrower's SEC Reports") as of their respective filing dates complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder applicable to the Borrower's SEC Reports. None of the Borrower's SEC Reports at the time of filing contained any untrue statements of material fact or omitted a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Forward looking statements and other statements contained in the Borrower's SEC Reports are subject to the cautionary language and risk factors contained in the Borrower's SEC Reports.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or written or formally presented information (other than the financial projections and forward-looking information referred to statement furnished in the immediately succeeding sentence below and information of a general economic or industry specific nature) furnished by any Loan Party or any of its agents writing to the Administrative Agent, Agent or the Lenders or any of their respective Affiliates, or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken as a whole, contained as of the date such statement statement, information, document or information certificate was so furnishedfurnished (or, contained in the case of the Confidential Information Memorandum, as of the date of this Agreement), any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements thereto)misleading. The financial projections and other forward-looking pro forma financial information contained in the materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by management of the Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth therein, therein by a material amount and such differences may results are not warranted to be materialobtained and no representation is made as to disclosure of matters of a general economic nature or matters of public knowledge that generally affect the industry in which Xxxxx-Xxxxx or any of its Subsidiaries is involved. As of the Closing Datedate hereof, there the representations and warranties of the Borrower, and, to the Borrower's knowledge, of each other party to the Acquisition Agreement contained in the Acquisition Agreement are true and correct in all material respects. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan 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 Loan Documents.

Accuracy of Information, etc. No statement or ----------------------------- information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or written statement furnished by or formally presented information on behalf of any Loan Party (other than the Projections, pro forma financial projections information and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific natureforecasts) furnished by any Loan Party or any of its agents to the Administrative Agent, Agent or the Lenders or any of their respective AffiliatesLenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken as a whole, contained as of the date such statement statement, information, document or information certificate was so furnished, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not materially misleading in light of the circumstances under in which such statements were made (giving effect to all supplements thereto)are made. The Projections and pro forma financial projections and other forward-looking information --- ----- contained in the materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by management of the Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections Projections and forward-looking financial information as they relate to future events are not to be viewed as facts fact, that such Projections and financial information are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected or estimated results set forth therein, and such differences may be materialtherein by a material amount. As of the Closing Datedate hereof, there is no fact known to any Loan Party that could would reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan 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 Loan Documents.

Accuracy of Information, etc. No statement or information ---------------------------- (other than the projections and the pro forma financial information described in --- ----- the immediately following sentence) contained in this Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or written or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific nature) statement furnished by any Loan Party or any of its agents to the Administrative Agent, Agent or the Lenders or any of their respective Affiliates, or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when Documents taken as a whole, contained as of the date such statement statement, information, document or information certificate was so furnishedfurnished (or, contained in the case of the Confidential Information Memorandum, as of the Closing Date), any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements thereto)misleading. The financial projections and other forward-looking pro forma --- ----- financial information contained in the materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by management of the Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth therein, and such differences may be materialtherein by a material amount. As of the Closing Datedate hereof, there the representations and warranties contained in the Transaction Agreement are true and correct in all material respects. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan 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 Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or written or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific naturea) furnished by any Each Loan Party has disclosed to the Credit Parties all agreements, instruments and corporate or other restrictions to which it or any of its agents Subsidiaries is subject, and all other matters known to it, that, in each case, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. The written reports, financial statements, certificates or other written information concerning Lead Borrower and its Subsidiaries furnished by or on behalf of any Loan Party to any Credit Party pursuant to the Administrative Agent, the Lenders terms of this Credit Agreement or any of their respective Affiliates, or any of them, for use in connection with the transactions contemplated by hereby and the negotiation of this Credit Agreement or the delivered hereunder or under any other Loan DocumentsDocument (in each case as modified or supplemented by other written information so furnished from time to time), when taken as a whole, did not contain any material misstatement of fact as of the date such statement or information was so furnishedfurnished to such Credit Party (and as of the Agreement Date, contained any untrue statement of a material fact with respect to information provided prior thereto) or omitted omit to state a any material fact necessary to make the statements contained herein or therein therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect made, provided that, notwithstanding anything herein to all supplements thereto). The financial the contrary, with respect to projections and any other forward-looking information contained in statements, the materials referenced above have been Loan Parties represent only that such projections and statements were prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliates, (it being recognized by the Administrative Agent, the Lenders and their respective Affiliates understood that such projections and forward-looking information statements are as to future events and are not to be viewed as facts facts, that such projections and statements are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such projections or forward-looking information and statements may differ significantly from the projected results set forth thereinresults, and such differences may that no assurance can be material. given that the projected results will be realized). (b) As of the Closing Date, there is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been disclosed herein, the information included in the other Loan Documents, Beneficial Ownership Certification is true and correct 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 Loan Documentsall material respects.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, document or certificate or written or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific nature) furnished by or on behalf of any Loan Party or any of its agents to the Administrative Agent, Agent or the Lenders or any of their respective AffiliatesLenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken as a whole, contained as of the date such statement statement, information, document or information certificate was so furnishedfurnished (or, in the case of the Confidential Information Memorandum, as of the date of this Agreement, and in the case of financial statements contained in the Confidential Information Memorandum, as of the date such financial statements were filed with the Securities and Exchange Commission), any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements thereto)misleading. The financial projections and other forward-looking pro forma financial information contained in the materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by management of the Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth therein, therein by a material amount and such differences may that the Company makes no representation as to whether the projected results will be materialachieved. As of the Closing Date, there There is no fact known to any Loan Party that could reasonably would be expected likely to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum or in any other documents, documents or certificates and statements furnished to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, document or certificate or written or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific nature) furnished by or on behalf of any Loan Party or any of its agents to the Administrative Agent, Agent or the Lenders or any of their respective AffiliatesLenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when contained as of the date such statement, information, document or certificate was so furnished, and taken as a wholewhole (or, in the case of the Confidential Information Memorandum (as supplemented through the date of this Agreement), as of the date such statement or information was so furnishedof this Agreement), contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements thereto)are made. The financial projections and other forward-looking pro forma financial information contained in the materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by management of the Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized acknowledged and agreed by the Administrative Agent, the Lenders and their respective Affiliates that (a) such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth thereintherein by a material amount, (b) the financial and business projections furnished to the Administrative Agent or the Lenders are subject to significant uncertainties and contingencies, which may be beyond the control of the Borrower and its Subsidiaries, (c) no assurances are given by any of the Borrower or its Subsidiaries that the results forecasted in the projections will be realized and (d) the actual results may differ from the forecasted results in such projections and such differences may be material. As of the Closing Date, there There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum or in any other documents, documents or certificates and statements furnished to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information As of the Closing Date and to the best knowledge of the Parent Borrower, the factual statements contained in this Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or written or formally presented information (other than the financial projections and forward-looking information statements referred to in subsections 4.4(b) and (c), the immediately succeeding sentence below Loan Documents (including the schedules thereto, but excluding any statements by the Administrative Agent or any Lender) and information of a general economic any other certificates or industry specific nature) documents furnished by any Loan Party or on behalf of the Parent Borrower or any of its agents Subsidiaries to the Administrative Agent, Agent or the Lenders or any of their respective Affiliates, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan DocumentsAgreement, when taken as a whole, as of the date such statement or information was so furnished, contained are correct in all material respects and do not contain any untrue statement of a material fact or omitted omit to state a material fact necessary in order to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements were made; all except as otherwise qualified herein or therein, and such knowledge qualification being given only with respect to factual statements made (giving effect to all supplements thereto)by Persons other than the Parent Borrower or any of its Subsidiaries. The financial It is understood that no representation or warranty is made concerning any forecasts, estimates, pro forma information, projections and other forward-looking information statements as to anticipated future performance or conditions, and the assumptions on which they were based, contained in the materials referenced above have been prepared any such financial statements, certificates or documents except that such forecasts, estimates, pro forma information, projections and statements were made in good faith based upon by the management of the Parent Borrower, on the basis of assumptions believed by the Borrower such management to be reasonable at the time furnished by or on behalf of the Borrowermade. Actual results may vary materially from such forecasts, any Loan Party or any of their respective agentsestimates, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliates, it being recognized by the Administrative Agent, the Lenders pro forma information and their respective Affiliates that such projections and forward-looking information are not to be viewed as facts and that actual results during the period or periods covered by any such projections or forward-looking information may differ from the projected results set forth therein, and such differences may be materialstatements. As of the Closing Date, there is no fact known to any Loan Party a Responsible Officer that could such Responsible Officer believes would reasonably be expected to have a Material Adverse Effect that has not been disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum herein or in any other documents, certificates and statements furnished to the Administrative Agent and the Lenders for use in connection with the transactions Transactions contemplated hereby and hereby. The representations made by the other Loan DocumentsParent Borrower in the authorization letter included in the Confidential Information Memorandum were true and correct in all material respects as of the date when made.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum and the other documents, certificates or any other document, certificate or written or formally presented information (other than the financial projections and forward-looking information referred to statements furnished in the immediately succeeding sentence below and information of a general economic or industry specific nature) furnished by any Loan Party or any of its agents writing to the Administrative Agent, Agent or the Lenders or any of their respective Affiliates, or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when Documents taken as a whole, whole as of the date such statement statement, information, document or information certificate was so furnishedfurnished (or, in the case of the Confidential Information Memorandum, as of the Closing Date), contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements thereto)misleading. The financial projections and other forward-looking pro forma financial information contained in the materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by management of the Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth therein, therein by a material amount and such differences may results are not warranted to be materialobtained and no representation is made as to disclosure of matters of a general economic nature or matters of public knowledge that generally affect the industry in which Xxxxx-Xxxxx or any of its Subsidiaries is involved. As of the Closing Date, there the representations and warranties of the Borrower, and to the best of the Borrower's knowledge, the other parties to the Acquisition Agreement, contained in the Acquisition Agreement are true and correct in all material respects. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan 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 Loan Documents.

Accuracy of Information, etc. (a) No statement or information contained or incorporated by reference in this Agreement, any other Loan Document, the Confidential Information Memorandum or any other Memorandum, no document, certificate or written or statement and no statement formally presented information by representatives of the Company in due diligence or other lender meetings (other than the financial projections and than, in each case, any projections, pro forma information, forward-looking information referred to in the immediately succeeding sentence below statements and information of a general economic or industry specific nature) ), taken as a whole, furnished by or on behalf of any Loan Borrower or other Credit Party or any of its agents to the Administrative Agent, Agent or the Lenders or any of their respective Affiliates, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Credit Documents, when taken as a whole, contained as of the date such statement or information contained in the Confidential Information Memorandum or such other document, certificate or statement was so furnishedfurnished (or, contained in the case of information incorporated by reference in the Confidential Information Memorandum that was filed with the SEC, as of the date of such filing) any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not materially misleading therein, in light of the circumstances under in which such statements they were made (giving effect to all supplements thereto)made, not misleading. The financial projections and other forward-looking pro forma financial information contained in the materials referenced above have been prepared in above, including the Projections, are based upon good faith based upon estimates and assumptions believed by management of the Borrower Company to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, Agent and the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth therein, and such differences may be materialtherein by a material amount. As of the Closing Date, there There is no fact known to any Loan Borrower or other Credit Party that could would reasonably be expected to have a Material Adverse Effect that has not been disclosed herein, in the other Loan Documents, Credit Documents or in the Confidential Information Memorandum or in any other documents, certificates and written statements furnished to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Credit Documents. (b) The Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position, on a consolidated basis, of the Company (or its predecessors) and its consolidated Subsidiaries as of the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the Company (or its predecessors) and its consolidated Subsidiaries for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. As of the Closing Date, neither the Company (or its predecessors) nor any Subsidiary has any contingent liability or liability for Taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the Historical Financial Statements or the notes thereto and that, in any such case, is material in relation to the Historical Financial Statements of the Company (or its predecessors) and the Subsidiaries, taken as a whole.

Accuracy of Information, etc. No To the knowledge of the Borrower, no statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or written statement furnished by or formally presented information on behalf of any Loan Party (other than the Projections, the Closing Projections, pro forma financial projections information and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific natureforecasts) furnished by any Loan Party or any of its agents to the Administrative Agent, Agent or the Lenders or any of their respective AffiliatesLenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken as a whole, contained as of the date such statement statement, information, document or information certificate was so furnished, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not materially misleading in light of the circumstances under in which such statements were made (giving effect are made, which statement or omission, if corrected, could contain any fact that could reasonably be expected to all supplements thereto)have a Material Adverse Effect. The To the knowledge of the Borrower, the Projections, the Closing Projections and pro forma financial projections and other forward-looking information contained in the materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by management of the Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative AgentLenders that the Projections, the Lenders Closing Projections and their respective Affiliates that such projections and forward-looking financial information as they relate to future events are not to be viewed as facts fact, that the Projections, the Closing Projections and financial information are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected or estimated results set forth therein, and such differences may be materialtherein by a material amount. As of the Closing Datedate hereof, there is no fact known to any Loan Party that could would reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan 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 Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum Document or any other document, certificate or written or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific nature) statement furnished by or on behalf of any Loan Party or any of its agents to the Administrative Agent, Agent or the Lenders or any of their respective AffiliatesLenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken as a whole, contained as of the date such statement statement, information, document or information certificate was so furnished, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements thereto)any material respect. The financial projections and other forward-looking pro forma financial information contained in the materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by the Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth thereintherein by a material amount. As of each of the Closing Date and the Initial Funding Date, the representations and such differences may be materialwarranties contained in the Acquisition Documentation are true and correct in all material respects. As of the Closing Initial Funding Date, there all conditions to the consummation of the Acquisition set forth in the Acquisition Documentation have been or will be satisfied. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum Documents 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 Loan Documents.

Accuracy of Information, etc. No statement or Other than the projections and pro forma financial information referred to in the next sentence, the statements and information contained in this Agreement, any the other Loan DocumentDocuments, the Confidential Information Memorandum and all other documents, certificates and written statements (as the same may have been updated or any other documentsupplemented, certificate provided such update or written or formally presented information (other than supplement has been furnished to the financial projections Administrative Agent and forward-looking information referred the Lenders prior to in the immediately succeeding sentence below and information date of a general economic or industry specific naturethis Agreement) furnished by any or on behalf of the Loan Party or any of its agents Parties to the Administrative Agent, Agent and the Lenders or any of their respective Affiliates, or any of them, for use in connection with the transactions contemplated by this Agreement or and the other Loan Documents, when taken as a wholedo not contain, as of the date such statement or information was so furnishedof this Agreement, contained any untrue statement of a material fact or omitted omit to state a any material fact necessary to make the statements contained herein or therein not materially misleading therein, in the light of the circumstances under which such statements they were made (giving effect to all supplements thereto)made, not misleading. The financial projections and other forward-looking pro forma financial information contained in the materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by management of the Borrower Company to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth therein, and such differences may be materialtherein by a material amount. As of the Closing Datedate hereof, there the representations and warranties contained in the Acquisition Documentation are true and correct in all material respects; provided, that the representations and warranties of Hewlett-Packard GmbH contained therein are understood to be true and correct in all material respects to the best of the Company's and MTKG's knowledge. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan 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 Loan Documents.

Accuracy of Information, etc. No statement or information (other than projections, pro forma financial information and “forward-looking” statements) contained in this Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate certificate, written statement or written or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific nature) formal presentation furnished by any Loan Party or any of its agents to the Administrative Agent, the Arranger, the Agents or the Lenders or any of their respective Affiliates, or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by this Agreement or the other Loan DocumentsDocuments on or prior to the Closing Date, when taken as a whole, contained as of the date such statement presentation, statement, information, document or information certificate was so furnishedfurnished (or, contained in the case of the Confidential Information Memorandum, as of the Closing Date) any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements thereto)made. The financial projections and other pro forma financial information and forward-looking information statements contained in the materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by management of the Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth therein, and such differences may be materialtherein by a material amount. As of the Closing Date, there is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Administrative Agent Arranger, the Agents and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. (a) No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum Document or any other document, certificate or written or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific nature) statement furnished by or on behalf of any Loan Party or any of its agents to the Administrative Agent, Agent or the Lenders or any of their respective AffiliatesLenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken as a whole, contained as of the date such statement statement, information, document or information certificate was so furnished, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements thereto)misleading. The financial projections and other forward-looking pro forma financial information contained in the materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by management of the Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth therein, and such differences may be materialtherein by a material amount. As of the Closing Date, there There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan 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 Loan Documents. (b) The Annual Report on Form 10-K of the Borrower for the year ended December 31, 2008 (the “SEC Report”) as of its filing date complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the applicable rules and regulations promulgated thereunder. The SEC Report at the time of filing did not contain any untrue statements of material fact or omitted a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Forward looking statements and other statements contained in the SEC Report are subject to the cautionary language and risk factors contained in the SEC Report.

Accuracy of Information, etc. No (i) written statement or written information contained in this Agreement, Agreement or any other Loan Document, the Confidential Information Memorandum or (ii) any other document, certificate or written or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific nature) statement furnished by or on behalf of any Loan Party or any of its agents to the Administrative Agent, Agent or the Lenders or any of their respective AffiliatesLenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken as a wholewhich, in the case of this clause (ii), was not subsequently corrected in writing on, prior to or after the Closing Date (and giving effect to disclosures included in reports, schedules, forms, statements and other documents publicly available and filed with or furnished to the SEC by the Borrower at least two (2) Business Days prior to the date of this Agreement (but specifically excluding any disclosures of factors or risks contained or references therein under the captions “Risk Factors” or “Forward-Looking Statements” and any other statements that are predictive, cautionary or forward-looking in nature)), contained as of the date of such statement statement, information, document or information certificate was so furnished, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein (taken as a whole) not materially misleading in any material respect at such time in light of the circumstances under which such statements were made (giving effect to all supplements thereto)written statement or written information was furnished. The financial projections and other forward-looking financial information contained in the materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by management of the Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth therein, and such differences may be material. As of the Closing Date, there is no fact known to any Loan Party that could reasonably be expected to have therein by a Material Adverse Effect that has not been disclosed herein, in the other Loan 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 Loan Documentsmaterial amount.

Accuracy of Information, etc. (a) No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum Document or any other document, certificate or written or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific nature) statement furnished by or on behalf of any Loan Party or any of its agents to the Administrative Agent, Agent or the Lenders or any of their respective AffiliatesLenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken as a whole, contained as of the date such statement statement, information, document or information certificate was so furnished, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements thereto)misleading. The financial projections and other forward-looking pro forma financial information contained in the materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by management of the Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth therein, and such differences may be materialtherein by a material amount. As of the Closing Datedate hereof, there the representations and warranties of the Borrower and its Subsidiaries contained in the Acquisition Documentation, and to the Borrower’s knowledge, those of the Acquired Company, are true and correct in all material respects. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan 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 Loan Documents. (b) The Annual Reports on Form 10-K of the Borrower for the year ended December 31, 2005 and of the Acquired Company for the year ended September 30, 2005 and the Quarterly Reports on Form 10-Q of the Borrower for the quarters ended March 31, 2006 and June 30, 2006 and of the Acquired Company for the quarters ended December 31, 2005, March 31, 2006, and June 30, 2006 (collectively the “SEC Reports”) as of their respective filing dates complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder applicable to such SEC Reports. None of the SEC Reports at the time of filing contained any untrue statements of material fact or omitted a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Forward looking statements and other statements contained in the SEC Reports are subject to the cautionary language and risk factors contained in the SEC Reports.

Accuracy of Information, etc. (a) No statement or information contained in in: (i) this Agreement, any other Loan Document, the Confidential Information Memorandum Memorandum, any material authorized by any Loan Party to be posted on Intralinks or SyndTrak Online or any other document, certificate or written statement prepared or formally presented information (other than authorized to be furnished to the financial projections and forward-looking information referred Lenders electing to in the immediately succeeding sentence below and information of a general economic receive such statement, information, document, material or industry specific nature) furnished certificate by any Loan Party and furnished by or on behalf of any of its agents Loan Party to the Administrative AgentLenders electing to receive such statement, the Lenders information, document, material or any of their respective Affiliatescertificate, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken contained as a wholeof the date such statement, information, document, material or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as of the Amendment Closing Date); (ii) any document, certificate or statement (as such document, certificate or statement may have been updated from time to time prior to the Closing Date) furnished on or prior to the Amendment Closing Date by or on behalf of any Loan Party to the Administrative Agent for use in connection with the transactions contemplated by this Agreement and the other Loan Documents, contained as of the date such document, certificate or statement was so furnished (or so updated, as applicable); or (iii) any document, certificate or statement furnished after the Amendment Closing Date by or on behalf of any Loan Party to the Administrative Agent for use in connection with the transactions contemplated by this Agreement and the other Loan Documents, contained, as of the date such document, certificate or statement or information was so furnished; in each case, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements thereto)misleading. The financial projections and other forward-looking pro forma financial information contained in the materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by management of the Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth therein, and such differences may be materialtherein by a material amount. As of the Closing Date, there There is no fact known to any Loan Party that could would reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan 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 Loan Documents. (b) The Company has made available to each Lender electing to receive such document, a copy of each Disclosure Document.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or written or formally presented information (other than statement furnished to the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific nature) furnished by any Loan Party or any of its agents to Arranger, the Administrative Agent, the Syndication Agent or the Lenders or any of their respective Affiliates, or any of them, by or on behalf of Holdings, OSI, the Sponsor, Bruckmann, Rossxx, Xxxxxxxx & Xo., L.C.C., the Borrower or any of its Subsidiaries for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken contained as a wholeof the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as of the date such statement or information was so furnishedof this Agreement), contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements thereto)misleading. The financial projections and other forward-looking pro forma financial information contained in the materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by management of the Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth therein, and such differences may be materialtherein by a material amount. As of the Closing Date, there the representations and warranties contained in the Acquisition Documentation are true and correct in all material respects. There is no fact known to Holdings, OSI, the Sponsor, Bruckmann, Rossxx, Xxxxxxxx & Xo., L.C.C., the Borrower or any Loan Party of its Subsidiaries that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum or in any other documents, certificates and written statements furnished to the Administrative Agent Arranger, the Agents and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum (it being understood that the representation with respect to the information contained in the Confidential Information Memorandum provided by the Target is being made to the Borrower’s knowledge) or any other document, certificate or written or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific nature) statement furnished by or on behalf of any Loan Party or any of its agents to the Administrative Agent, Agent or the Lenders or any of their respective AffiliatesLenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken contained as a wholeof the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as of the date such statement or information was so furnishedof this Agreement), contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements thereto)made. The financial projections and other forward-looking pro forma financial information contained in the materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by management of the Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth therein, therein by a material amount and such differences may not be materialachieved. As of the Closing Effective Date and as of the Funding Date, the representations and warranties made by the Borrower and, to the knowledge of the Borrower, made by other Persons, contained in the Acquisition Documentation are true and correct in all material respects. As of the Effective Date and as of the Funding Date, there is no fact known to any Loan Party that could would reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan 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 Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or written statement (excluding any projections, pro formas or formally presented information (other than the financial projections and forward-looking information referred estimates included in any such statement, document or certificate) relating to in the immediately succeeding sentence below and information of a general economic or industry specific nature) furnished by any Loan Party or any of its agents furnished to the Arranger, the Administrative Agent, Agent or the Lenders or any of their respective Affiliates, or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken contained as a wholeof the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum (after giving effect to any changes in the term sheet contained therein, to the extent disclosed to the Lenders), as of the date such statement or information was so furnishedof this Agreement), contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements thereto)misleading. The financial projections and other forward-looking PRO FORMA financial information contained in the materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by management of the Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative AgentArranger, the Administrative Agent and the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth therein, and such differences may be materialtherein by a material amount. As of the Closing Date, the representations and warranties made by the Borrower or any Guarantor (and, at the time it becomes a party hereto and in its capacity as a Loan Party hereunder, TSI) in the Acquisition Documents are true and correct in all material respects. Other than industry-wide, general economic, political or civil developments widely reported in the financial press, there is no fact known to the Borrower or any Loan Party of the Guarantors (or, at the time it becomes a party hereto, TSI) that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum or in any other documents, certificates and written statements furnished to the Arranger, the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. (a) No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum Document or any other document, certificate or written or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific nature) statement furnished by or on behalf of any Loan Party or any of its agents to the Administrative Agent, Agent or the Lenders or any of their respective AffiliatesLenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken as a whole, contained as of the date such statement statement, information, document or information certificate was so furnished, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements thereto)misleading. The financial projections and other forward-looking pro forma financial information contained in the materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by management of the Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth therein, and such differences may be materialtherein by a material amount. As of the Closing Date, there There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum Documents 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 Loan Documents. (b) The Borrower's Annual Report on Form 10-K for the year ended December 31, 2003 and the Borrower's Quarterly Report on Form 10-Q for the quarter ended March 31, 2004 (collectively the "Borrower's SEC Reports") as of their respective filing dates complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder applicable to the Borrower's SEC Reports. None of the Borrower's SEC Reports at the time of filing contained any untrue statements of material fact or omitted a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Forward looking statements and other statements contained in the Borrower's SEC Reports are subject to the cautionary language and risk factors contained in the Borrower's SEC Reports.

Accuracy of Information, etc. No Subject to the next succeeding sentence and to the qualifications provided therein, no statement or information contained in this Agreement, any other Loan Document, or to the Confidential Information Memorandum or best of the Parent Borrower’s knowledge, any other document, document or written certificate or written or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific nature) statement furnished by or on behalf of any Loan Party or any of its agents to the Syndication Agent, the Administrative Agent, the Lenders Canadian Agent or any of their respective Affiliatesthe Lenders, or any of them, pursuant to the Loan Documents or at the request of Credit Suisse, as Sole Lead Arranger and Sole Bookrunner, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken as a whole, contained as of the date this Agreement or such statement other Loan Document was delivered or information such statement, document or certificate was so furnished, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein therein, taken as a whole, not materially misleading in light of the circumstances under in which such statements they were made (giving effect to all supplements thereto)in any material respect. The financial projections and other forward-looking pro forma financial information contained in the materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by management of the Parent Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth therein, and such differences may be materialtherein by a material amount. As of the Closing Date, there There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum Documents or in any other documents, certificates and statements furnished to the Syndication Agent, the Administrative Agent, the Canadian Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan DocumentsDocuments when taken as a whole.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, any Transaction Document, the Confidential Information Memorandum or any other document, certificate or written or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific nature) statement furnished by or on behalf of any Loan Party or any of its agents to the Administrative Agent, Agent or the Lenders or any of their respective AffiliatesLenders, or any of them, for use in connection with the transactions contemplated by this Agreement or Agreement, the other Loan Documents or the Transaction Documents, when taken contained as a wholeof the date such written statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as of the date such statement or information was so furnishedof this Agreement), contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements thereto)misleading. The projections, including the Projections, and pro forma financial projections and other forward-looking information contained in the materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by management of the Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth therein, and such differences may be materialtherein by a material amount. As of the Closing Datedate hereof, there the representations and warranties of the Borrower and, to the Borrower’s knowledge, the representations and warranties of the other parties contained in each Transaction Document are true and correct in all material respects. There is no fact known to any Loan Party that could would reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Transaction 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 hereby, by the other Loan Documents and by the Transaction Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, any Acquisition Document, the Confidential Information Memorandum or any other document, certificate or written or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific nature) statement furnished by or on behalf of any Loan Party or any of its agents to the Administrative Agent, Agent or the Lenders or any of their respective AffiliatesLenders, or any of them, for use in connection with the transactions contemplated by this Agreement or Agreement, the other Loan Documents or the Acquisition Documents, when taken contained as a wholeof the date such written statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as of the date such statement or information was so furnishedof this Agreement), contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements thereto)misleading. The projections, including the Projections, and pro forma financial projections and other forward-looking information contained in the materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by management of the Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth therein, and such differences may be materialtherein by a material amount. As of the Closing Datedate hereof, there the representations and warranties of the Borrower and, to the Borrower's knowledge, the representations and warranties of the other parties contained in each Acquisition Document are true and correct in all material respects. There is no fact known to any Loan Party that could would reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Acquisition 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 hereby, by the other Loan Documents and by the Acquisition Documents.

Accuracy of Information, etc. No statement or information contained in this AgreementThe written reports, any financial statements, certificates and other Loan Document, the Confidential Information Memorandum or any other document, certificate or written or formally presented information (other than the financial projections and other forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry industry-specific nature) furnished by any Loan Party or on behalf of the Borrower or any of its agents Subsidiary to the Administrative Agent, the Lenders Agent or any of their respective Affiliates, or any of them, for use Lender in connection with the transactions contemplated by this Agreement or the any other Loan DocumentsDocument is and will be, when furnished and taken as a whole, complete and correct in all material respects and does not and will not, when furnished and taken as of the date such statement or information was so furnisheda whole, contained contain any untrue statement of a material fact or omitted omit to state a material fact necessary to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements were are made (in each case after giving effect to all supplements and updates provided thereto). The financial projections and other forward-looking information contained that have been furnished by or on behalf of the Borrower or any Subsidiary to the Administrative Agent or any Lender in the materials referenced above connection with this Agreement or any other Loan Document have been prepared in good faith based upon assumptions that are believed by the Borrower to be reasonable at the time furnished by such financial projections or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliates, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections and other forward-looking information are furnished to the Administrative Agent or any Lender, it being understood and agreed that financial projections and other forward-looking information are as to future events and are not to be viewed as facts facts, are subject to significant uncertainties and contingencies, many of which are out of the Borrower’s or the Subsidiaries’ control, that no assurance can be given that any particular projections will be realized, that the financial projections or other forward-looking information is not a guarantee of financial performance and that actual results during the period or periods covered by any such projections or forward-looking information may differ significantly from the projected results set forth therein, and such differences may be material. As of the Closing Date, there is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been disclosed herein, in the other Loan 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 Loan Documents.

Accuracy of Information, etc. No statement or information contained in None of this Agreement, any other Loan Document, the Confidential Information Memorandum as supplemented by the letter dated July 31, 2000, describing the increase of the Tranche C Term Loan Commitment to $200,000,000, the Company's filings with the Securities and Exchange Commission pursuant to the Exchange Act or any other document, certificate certificate, information or written or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific nature) furnished by any Loan Party or any of its agents statement furnish to the Administrative Agent, Agent or the Lenders or any of their respective Affiliates, or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken contained as a wholeof the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as of the date such statement or information was so furnishedof this Agreement), contained any untrue statement of a material fact or or, all such material taken together as a whole, omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements thereto)misleading. The financial projections and other forward-looking pro forma financial information contained in the materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by management of the Borrower Company to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth therein, and such differences may be materialtherein by a material amount. As of the Closing Date, there There is no fact known to any Loan Party the Company that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum Memorandum, the Company's filings with the Securities and Exchange Commission pursuant to the Exchange Act 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 Loan Documents.

Accuracy of Information, etc. (a) No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum Document or any other document, certificate or written or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific nature) statement furnished by or on behalf of any Loan Party or any of its agents to the Administrative Agent, Agent or the Lenders or any of their respective AffiliatesLenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken as a whole, contained as of the date such statement statement, information, document or information certificate was so furnished, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements thereto)misleading. The financial projections and other forward-looking pro forma financial information contained in the materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by management of the Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth therein, and such differences may be materialtherein by a material amount. As of the Closing Datedate hereof, there the representations and warranties of the Borrower and its Subsidiaries contained in the Acquisition Documentation, and to the Borrower’s knowledge, those of the Acquired Company, are true and correct in all material respects. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan 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 Loan Documents. (b) The Annual ReportsReport on Form 10-K of the Borrower for the year ended December 31, 2005 and of the Acquired Company for the year ended September 30, 2005 and the Quarterly Reports on Form 10-Q of the Borrower for the quarters ended March 31, 2006 and June 30, 2006 and of the Acquired Company for the quarters ended December 31, 2005, March 31, 2006, and June 30, 2006 (collectively 2008 (the “SEC Reports Report”) as of their respectiveits filing datesdate complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the applicable rules and regulations promulgated thereunder applicable to such SEC Reports. None of the. The SEC ReportsReport at the time of filing containeddid not contain any untrue statements of material fact or omitted a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Forward looking statements and other statements contained in the SEC ReportsReport are subject to the cautionary language and risk factors contained in the SEC ReportsReport.

Accuracy of Information, etc. No statement or information regarding Holdings, the Company and its Subsidiaries (other than statements and information constituting projections and pro forma financial information) contained in this Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or written statement (as any such statement or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic may be supplemented or industry specific nature) furnished modified by any Loan Party subsequent statement, information or any of its agents document furnished to the Administrative Agent, Agent or Lenders prior to the Closing Date) furnished to the Administrative Agent or the Lenders or any of their respective Affiliates, or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken contained as a wholeof the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as of the date such statement or information was so furnishedof this Agreement), contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading therein, in light of the circumstances under which such statements they were made (giving effect to all supplements thereto)made, not materially misleading. The financial projections and other forward-looking pro forma financial information contained in the materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by management of the Borrower Borrowers to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth therein, and such differences may be materialtherein by a material amount. As of the Closing Datedate hereof, there the representations and warranties regarding Holdings, the Company and its Subsidiaries contained in the Purchase Agreement are true and correct in all material respects. There is no fact known to any Loan Party as of the date hereof that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan 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 Loan Documents.

Accuracy of Information, etc. No financial statement or written information (other than projections, budgets, estimates, forward-looking information and information of a general industry or economic nature) contained in this Agreement, Agreement or any other Loan Document, or furnished by or on behalf of any Loan Party in the Confidential Information Memorandum Memorandum, or contained in any other document, certificate or written or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific nature) statement furnished by or on behalf of any Loan Party or any of its agents to the Administrative Agent, the Lenders or any of their respective AffiliatesLenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken considered as a whole, contained as of the date such statement financial statement, written information, document or information certificate was so furnished, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not materially misleading therein, in light of the circumstances under in which such statements they were made (giving effect to all supplements thereto)not materially misleading. The financial projections projections, budgets, estimates and other forward-looking information contained in the materials referenced above have been prepared in were based upon good faith based upon estimates and assumptions believed by the Borrower management of Holdings to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections projections, estimates and forward-looking information are as it relates to future events is not to be viewed as facts fact, and that actual results during the period or periods covered by any such projections or projections, estimates and forward-looking information may differ from the projected results set forth therein, and such differences may be material. As of the Closing Date, there There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum or in any other documents, certificates and written financial statements furnished to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, document or certificate or written or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific nature) furnished by or on behalf of any Loan Party or any of its agents Borrower to the Administrative Agent, Agent or the Lenders or any of their respective AffiliatesLenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when contained as of the date such statement, information, document or certificate was so furnished, and taken as a wholewhole (or, in the case of the Information Memorandum (as supplemented through the date of this Agreement), as of the date such statement or information was so furnishedof this Agreement), contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements thereto)are made. The financial projections and other forward-looking pro forma financial information contained in the materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by management of the Borrower Borrowers to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized acknowledged and agreed by the Administrative Agent, the Lenders and their respective Affiliates that (a) such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth thereintherein by a material amount, (b) the financial and business projections furnished to the Administrative Agent or the Lenders are subject to significant uncertainties and contingencies, which may be beyond the control of the Borrowers and their Subsidiaries, (c) no assurances are given by any of the Borrowers or their Subsidiaries that the results forecasted in the projections will be realized and (d) the actual results may differ from the forecasted results in such projections and such differences may be material. As of the Closing Date, there There is no fact known to any Loan Party Borrower that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum or in any other documents, documents or certificates and statements furnished to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum Document or any other document, certificate or written or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific nature) furnished by any Loan Party or any of its agents to the Administrative Agent, the Lenders or any of their respective Affiliates, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken as a whole, as of the date such statement or information was so furnished, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements thereto). The financial projections and other forward-looking information contained in the materials referenced above have been prepared in good faith based upon assumptions believed by the Borrower Borrowers to be reasonable at the time furnished by or on behalf of the BorrowerBorrowers, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliates, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections and forward-looking information are not to be viewed as facts and that actual results during the period or periods covered by any such projections or forward-looking information may differ from the projected results set forth therein, and such differences may be material. As of the Closing Date, there is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum Documents 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 Loan Documents.

Accuracy of Information, etc. No Subject to the next succeeding sentence and to the qualifications provided therein, no statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or written or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific nature) statement furnished by any Loan Party or any of its agents to the Administrative Agent, Agent or the Lenders or any of their respective Affiliates, or any of them, by or on behalf of any Grantor for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken as a whole, contained as of the date such statement statement, information, document or information certificate was so furnishedfurnished (or, contained in the case of the Confidential Information Memorandum, as of the date of this Agreement), any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements thereto). The financial projections and other forward-looking information contained in the materials referenced above have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliates, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections and forward-looking information are not to be viewed as facts and that actual results during the period or periods covered by any such projections or forward-looking information may differ from the projected results set forth therein, and such differences may be materialtaken as a whole, not misleading. As of the Closing Date, there There is no fact known to any Loan Party Grantor that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan 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 Loan Documents. interest in the Collateral herein and in the proceeds thereof. In the case of the Pledged Stock described herein, when any stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described herein, when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a) to the Credit Agreement (which financing statements have been duly completed and executed and delivered to the Administrative Agent) and such other filings as are specified on Schedule 3 to this Agreement (all of which filings have been duly completed), this Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3 of the Credit Agreement).

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or written or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific nature) statement furnished by or on behalf of any Loan Party or any of its agents to the Administrative Agent, Agent or the Lenders or any of their respective AffiliatesLenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken contained as a wholeof the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as of the date such statement or information was so furnishedof this Agreement), contained any untrue statement of a material fact or or, when taken as a whole with other information so furnished, omitted to state a material fact necessary to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements thereto)misleading. The financial projections and other forward-looking pro forma financial information contained in the materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by management of the Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections and forward-looking financial information as it relates to future events are not to be viewed as facts and are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties, and 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 or forward-looking information may differ from the projected results set forth therein, and such differences may be material. As of the Closing Datedate hereof, there the representations and warranties contained in the Acquisition Documentation are true and correct in all material respects. There is no fact known to any Loan Party that could would reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan 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 Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or written or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific nature) statement furnished by or on behalf of any Loan Party or any of its agents to the Administrative Agent, Agent or the Lenders or any of their respective AffiliatesLenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken as a wholesuch information, schedule, exhibit or report or other document has been amended, supplemented or superseded by any other information, schedule, exhibit or report or other document later delivered to the same parties receiving such information, schedule, exhibit or report or other document prior to the date on which this representation is made or deemed made, contained as of the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as of the date such statement or information was so furnishedof this Agreement), contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not materially misleading therein, in light of the circumstances under which when made, not materially misleading, provided that in the case of information, schedules, exhibits or reports or other documents made, delivered or prepared by Persons other than the Borrower, its Subsidiaries and their agents (other than any of the foregoing contained in the Confidential Information Memorandum), such statements were made (giving effect representation and warranty is subject to all supplements thereto)the qualification that it is true and correct only to the knowledge of the Borrower and its Subsidiaries. The financial projections and other forward-looking pro forma financial information contained in the materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by management of the Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth therein, and such differences may be materialtherein by a material amount. As of the Closing Date, there There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan 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 Loan Documents.

Accuracy of Information, etc. (a) No statement or information contained in in: (i) this Agreement, any other Loan Document, the Confidential Information Memorandum Memorandum, any material authorized by any Loan Party to be posted on Intralinks or SyndTrak Online or any other document, certificate or written statement prepared or formally presented information (other than authorized to be furnished to the financial projections and forward-looking information referred Lenders electing to in the immediately succeeding sentence below and information of a general economic receive such statement, information, document, material or industry specific nature) furnished certificate by any Loan Party and furnished by or on behalf of any of its agents Loan Party to the Administrative AgentLenders electing to receive such statement, the Lenders information, document, material or any of their respective Affiliatescertificate, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken contained as a wholeof the date such statement, information, document, material or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as of the Closing Date); (ii) any document, certificate or statement (as such document, certificate or statement may have been updated from time to time prior to the Closing Date) furnished on or prior to the Closing Date by or on behalf of any Loan Party to the Administrative Agent for use in connection with the transactions contemplated by this Agreement and the other Loan Documents, contained as of the date such document, certificate or statement was so furnished (or so updated, as applicable); or (iii) any document, certificate or statement furnished after the Closing Date by or on behalf of any Loan Party to the Administrative Agent for use in connection with the transactions contemplated by this Agreement and the other Loan Documents, contained, as of the date such document, certificate or statement or information was so furnished; in each case, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements thereto)misleading. The financial projections and other forward-looking pro forma financial information contained in the materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by management of the Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth therein, and such differences may be materialtherein by a material amount. As of the Closing Date, there There is no fact known to any Loan Party that could would reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan 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 Loan Documents. (b) The Company has made available to each Lender electing to receive such document, a copy of each Disclosure Document.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum Document or any other document, certificate or written or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific nature) statement furnished by or on behalf of any Loan Party or any of its agents to the Administrative Agent, Agent or the Lenders or any of their respective AffiliatesLenders, or any of them, for use in connection with the transactions Transactions contemplated by this Agreement or the other Loan Documents, when taken as a whole, contained as of the date such statement statement, information, document or information certificate was so furnished, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements thereto)any material respect. The financial projections and other forward-looking pro forma financial information contained in the materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by the Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth therein, and such differences may be materialtherein by a material amount. As of the Closing Amendment and Restatement Date, there the representations and warranties contained in the Asset Acquisition Documents are true and correct in all material respects, but in each case only to the extent that the Borrower has a right to terminate the Borrower’s obligations under the Asset Purchase Agreement (or to decline to consummate the Asset Acquisition) as a result of the failure of any such representation and warranty in the Asset Purchase Agreement to be true and correct. As of the Amendment and Restatement Date, all conditions to the consummation of the Asset Acquisition set forth in the Asset Acquisition Documents have been or will be satisfied. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum Documents or in any other documents, certificates and statements furnished to the Administrative Agent and the Lenders for use in connection with the transactions Transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or written or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific nature) statement furnished by or on behalf of any Loan Party or any of its agents to the Administrative Agent, Agent or the Lenders or any of their respective AffiliatesLenders, or any of themthem (including, without limitation, the Proxy Statement), for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken contained as a wholeof the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum and the Proxy Statement, as of the date such statement or information was so furnishedof this Agreement), contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not materially misleading misleading, PROVIDED, that with respect to any statement or information furnished on behalf of any Loan Party by any other Person that is not a Loan Party, the representation and warranty set forth in light of this Section 4.18 is limited to the circumstances under which such statements were made (giving effect to all supplements thereto)Loan Party's best knowledge. The financial projections and other forward-looking PRO FORMA financial information contained in the materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by management of Holdings and the Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth therein, and such differences may be materialtherein by a material amount. As of the Closing Datedate hereof, there the representations and warranties contained in the Acquisition Documentation and the Proxy Statement are true and correct in all material respects. There is no fact known to any Loan Party that could is reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Administrative Agent and the Lenders (including, without limitation, the Proxy Statement) for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information (other than projections, pro forma financial information and “forward-looking” statements) contained in this Agreement, any other Loan Document, the Third Amendment Confidential Information Memorandum Memorandum, or any other document, certificate certificate, written statement or written or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific nature) formal presentation furnished by any Loan Party or any of its agents to the Administrative Agent, the Arrangers, the Agents or the Lenders or any of their respective Affiliates, or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by this Agreement or the other Loan DocumentsDocuments on or prior to the Tranche C Funding Date, when taken as a whole, contained as of the date such statement presentation, statement, information, document or information certificate was so furnishedfurnished (or, contained in the case of the Third Amendment Confidential Information Memorandum, the Tranche C Funding Date) any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements thereto)made. The financial projections and other pro forma financial information and forward-looking information statements contained in the materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by management of the Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth therein, and such differences may be materialtherein by a material amount. As of the Closing Tranche C Funding Date, there is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Third Amendment Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Administrative Agent Arrangers, the Agents and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum Document or any other document, certificate or written or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific nature) statement furnished by any Loan Party or any of its agents to the Administrative Agent, Agent or the Lenders or any of their respective AffiliatesLenders, or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by this Agreement or the other Loan DocumentsDocuments (but excluding all projections and pro forma financial information and other estimates covered by the next sentence), when taken as a whole, contained as of the date such statement statement, information, document or information certificate was so furnished, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements thereto)misleading. The financial projections and pro forma financial information and other forward-looking information estimates and opinions contained in the materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by management of the Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, Agent and the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth thereintherein by a material amount. As of the date hereof, the representations and such differences may be materialwarranties (a) of STCBV in the Purchase Agreement are true and correct in all material respects, (b) of the STC Parties in the Exchange Agreement are true and correct in all material respects and (c) of all other parties to the Purchase Agreement and the Exchange Agreement, to the knowledge of Holdings and the Borrower, are true and correct in all material respects. As of the Closing Date, there is no fact known to any Loan Party (other than general economic conditions, which conditions are commonly known and affect businesses generally) that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum Documents 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 Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum any Merger Document or any other document, certificate or written or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific nature) statement furnished by or on behalf of any Loan Party or any of its agents the Acquired Business or IFS to the Administrative Agent, Agent or the Lenders or any of their respective AffiliatesLenders, or any of them, for use in connection with the transactions Transactions contemplated by this Agreement or Agreement, the other Loan DocumentsDocuments or the Merger Documents (in each case, when taken as a wholemodified or supplemented by other information so furnished), contained as of the date such statement statement, information, document or information certificate was so furnished, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements thereto)misleading. The financial projections and other forward-looking pro forma financial information contained in the materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by management of Holdings, the Borrower Borrowers, and/or the Acquired Business, as applicable, to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth therein, and such differences may be materialtherein by a material amount. As of the Closing Datedate hereof, there the representations and warranties contained in the Merger Documents are true and correct in all material respects. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum Merger Documents or in any other documents, certificates and statements furnished to the Administrative Agent and the Lenders for use in connection with the transactions Transactions contemplated hereby and hereby, by the other Loan Documents or by the Merger Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum Document or any other document, certificate or written or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific nature) statement furnished by any Loan Party or any of its agents to the Administrative Agent, Agent or the Lenders or any of their respective AffiliatesLenders, or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by this Agreement or the other Loan DocumentsDocuments (but excluding all projections and pro forma financial information and other estimates covered by the next sentence), when taken as a whole, contained as of the date such statement statement, information, document or information certificate was so furnished, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements thereto)misleading. The financial projections and pro forma financial information and other forward-looking information estimates and opinions contained in the materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by management of the Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, Agent and the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth thereintherein by a material amount. As of the date hereof, the representations and such differences may be materialwarranties (a) of the Borrower and any of its Subsidiaries in the Transaction Documents are true and correct in all material respects and (b) of all other parties to the Transaction Documents, to the knowledge of the Borrower, are true and correct in all material respects. As of the Closing Date, there is no fact known to any Loan Party (other than general economic conditions, which conditions are commonly known and affect businesses generally) that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum Documents 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 Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum Document or any other document, certificate or written or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific nature) statement furnished by or on behalf of any Loan Party or any of its agents to the Administrative Agent, Agent or the Lenders or any of their respective AffiliatesLenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken as a whole, contained as of the date such statement statement, information, document or information certificate was so furnished, contained furnished any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements thereto)made. The financial projections and other forward-looking pro forma financial information contained in the materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by management of the Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth therein, and such differences may be materialtherein by a material amount. As of the Closing Datedate hereof, there the representations and warranties contained in the Xxxxxx Acquisition Documents made by the Borrower and, to the knowledge of the Borrower, made by Persons other than the Borrower are true and correct in all material respects and such representations and warranties are hereby incorporated herein, mutatis mutandis, for the benefit of the Agents and the Lenders. There is no fact known to any Loan Party that could would reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum Documents 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 Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum Credit Document or any other document, certificate or written or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific nature) statement furnished by or on behalf of any Loan Credit Party or any of its agents to the Administrative Agent, Agent or the Lenders or any of their respective AffiliatesLenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Credit Documents, when taken as a whole, contained as of the date such statement statement, information, document or information certificate was so furnished, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements thereto)misleading. The financial projections and other forward-looking financial information contained in the materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by management of the Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth therein, and such differences may be materialtherein by a material amount. As of the Closing Datedate hereof, there the representations and warranties contained in the Credit Documents are true and correct in all material respects. There is no fact known to any Loan Credit Party that could reasonably be expected to have result in a Material Adverse Effect Change that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum Credit Documents 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 Loan Credit Documents. (b) To the best knowledge of the Borrower, each copy of a Transaction Document supplied by the Borrower to the Administrative Agent pursuant to Section 4(i) hereof is a true, complete and correct copy thereof (including all amendments, supplements and other modifications thereto) as of the Amendment Effective Date.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum Document or any other document, certificate or written or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific nature) statement furnished by any Loan Party or any of its agents to the Administrative Agent, Agent or the Lenders or any of their respective AffiliatesLenders, or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by this Agreement or the other Loan DocumentsDocuments (but excluding all projections and pro forma financial information and other estimates covered by the next sentence), when taken as a whole, contained as of the date such statement statement, information, document or information certificate was so furnished, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements thereto)misleading. The financial projections and pro forma financial information and other forward-looking information estimates and opinions contained in the materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by management of the Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, Agent and the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth thereintherein by a material amount. As of the date hereof, the representations and such differences may be materialwarranties (a) of Holdings and LIN Acquisition Company in the Merger Agreement are true and correct in all material respects, (b) of Holdings and LIN Acquisition Company in the NBC Transaction Agreements are true and correct in all material respects and (c) of all other parties to the Merger Agreement and the NBC Transaction Agreements, to the knowledge of Holdings and the Borrower, are true and correct in all material respects. As of the Closing Date, there is no fact known to any Loan Party (other than general economic conditions, which conditions are commonly known and affect businesses generally) that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum Documents 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 Loan Documents.

Accuracy of Information, etc. No Subject to the next succeeding ---------------------------- sentence and to the qualification provided therein, no statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or written statement furnished to any Agent or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific nature) furnished by any Loan Party or any of its agents to the Administrative Agent, the Lenders or any of their respective Affiliates, or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken contained as a wholeof the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as of the date such statement or information was so furnishedof this Agreement), contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements they were made (giving effect to all supplements thereto)made. The financial projections and other forward-looking pro forma --- ----- financial information contained in the materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by the Borrower management of Holdings to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth therein, and such differences may be materialtherein by a material amount. As of the Closing Datedate hereof, there the representations and warranties of each of the Loan Parties and, to the best knowledge of the Borrowers, each of the other parties thereto contained in the Transaction Documentation are true and correct in all material respects. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Administrative Agent Agents and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No As of the Third Amendment Signing Date, or, in the case of the Information Memorandums, the respective dates thereof, no statement or information contained in this Agreement, any other Loan Document, the Confidential each Information Memorandum or any other document, certificate or written statement furnished to any Secured Creditor, by or formally presented information (other than on behalf of any Obligor or the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific nature) furnished by any Loan Party or any of its agents to the Administrative Agent, the Lenders or any of their respective Affiliates, or any of them, PASA Agent for use in connection with the transactions contemplated by this Agreement or any of the other Loan Senior Finance Documents, when taken contained (when, in the case of any such document, certificate or written statement (other than the Information Memorandums), read as a wholewhole with all such documents, as of certificates and written statements furnished on or prior to the date Third Amendment Signing Date to such statement or information was so furnished, contained Senior Secured Creditor) any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading in light misleading. As of the circumstances under which such statements were made (giving effect to all supplements thereto). The financial Third Amendment Signing Date, or, in the case of the Information Memorandums, the dates thereof, the projections and other forward-looking pro forma financial information contained in the materials referenced above have been prepared in (including the Projections) are based upon good faith based upon estimates and assumptions believed by management of the Borrower Obligors to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates Senior Secured Creditors that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth therein, and such differences may be materialtherein by a material amount. As of the Closing Third Amendment Signing Date, there is are no fact facts known to any Loan Party Obligor or the PASA Agent that could could, individually or collectively, reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Senior Finance Documents, in the Confidential Information Memorandum Memorandums or in any other documents, certificates and written statements furnished to the Administrative Agent and the Lenders Senior Secured Creditors for use in connection with the transactions contemplated hereby and by the other Loan Senior Finance Documents.

Accuracy of Information, etc. No statement or The statements and information contained in this Agreement, any the other Loan DocumentDocuments, the Confidential Information Memorandum or any and the other documentdocuments, certificate or written or formally presented information (other than the financial projections certificates and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific nature) statements furnished by or on behalf of any Loan Party or any of its agents to the Administrative Agent, Agents or the Lenders or any of their respective AffiliatesLenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken as a whole, do not contain, as of the date such statement or information was so furnishedof this Agreement, contained any untrue statement of a material fact or omitted omit to state a material fact necessary to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements thereto)misleading. The financial projections and other forward-looking PRO FORMA financial information contained in the materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by management of the U.S. Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth therein, and such differences may be materialtherein by a material amount. As of the Closing Datedate hereof, there the representations and warranties contained in the Acquisition Documentation are true and correct in all material respects. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Administrative Agent Agents and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents. Notwithstanding anything in this Section 4.18 to the contrary, to the extent the foregoing representation and warranty relates to the Pillsbury Businesses (whether the information referred to in such representation and warranty is contained in this Agreement, the Confidential Information Memorandum, the Acquisition Documentation or any other agreement or document referred to herein), such representation and warranty is made by the Borrowers only to their knowledge.

Accuracy of Information, etc. No statement (a) As of the Closing Date, no written information (other than (x) Projections (as defined below), (y) forward-looking information and (z) information of a general economic or information general industry nature) contained in this Agreement, any other Loan Document, the Confidential Information Memorandum marketing materials or any other document, document or certificate or written or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific nature) furnished by or on behalf of any Loan Party or any of its agents to the Administrative Agent, Agent or the Lenders or any of their respective AffiliatesLenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken as a wholewhole (and as modified or supplemented prior to the Closing Date by other information so furnished (or, in the case of the marketing materials, as of the date when furnished, and in the case of financial statements contained in the marketing materials, as of the date such statement financial statements were filed with the SEC)) and together with the reports of the Borrower filed with the SEC, contained as of the date such statement, information, document or information certificate was so furnished, contained any untrue statement material misstatement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements they were made (giving effect to all supplements thereto)made. The All financial projections and other forward-looking pro forma financial information concerning the Borrower and its Subsidiaries (the “Projections”) contained in the materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by management of the Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative AgentLenders that Projections as they relate to future events are subject to significant uncertainties and contingencies, many of which are beyond the Lenders control of the Borrower and/or its Subsidiaries and their respective Affiliates that such projections and forward-looking information are not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking information Projections may differ from the projected results set forth therein, therein by a material amount and such differences may that the Borrower makes no representation as to whether the projected results will be material. achieved. (b) As of the Closing Effective Date, there is no fact known to the knowledge of the Borrower, the information included in the Beneficial Ownership Certification provided on or prior to the Effective Date to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Administrative Agent and the Lenders for use Lender in connection with the transactions contemplated hereby this Agreement is true and by the other Loan Documentscorrect in all respects.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or written statement furnished to the Arrangers, the Agents or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information Lenders or any of a general economic them, by or industry specific nature) furnished by on behalf of any Loan Party or any of its agents to the Administrative Agent, the Lenders or Subsidiary (including any of their respective Affiliates, or any of them, Securitization Subsidiary) thereof for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken contained as a wholeof the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as of the date such statement or information was so furnishedof this Agreement), contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements thereto)misleading. The financial projections and other forward-looking pro forma financial information contained in the materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by management of WTI, LP and the Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth therein, and such differences may be materialtherein by a material amount. As of the Closing Date, there the representations and warranties of the Borrower and WTI contained in the Transaction Documentation are true and correct in all material respects. There is no fact known to WTI or any Loan Party of its Subsidiaries (including any Securitization Subsidiary) that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum or in any other documents, certificates and written statements furnished to the Administrative Agent Arrangers, the Agents and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No As of the Expansion Signing Date, or, in the case of the Information Memorandums, the respective dates thereof, no statement or information contained in this Agreement, any other Loan Document, the Confidential each Information Memorandum or any other document, certificate or written statement furnished to any Secured Creditor, by or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information on behalf of a general economic or industry specific nature) furnished by any Loan Party or any of its agents to the Administrative AgentWynn Obligor, the Lenders Company or any of their respective Affiliates, or any of them, the PASA Agent for use in connection with the transactions contemplated by this Agreement or any of the other Loan Senior Finance Documents, when taken contained (when, in the case of any such document, certificate or written statement (other than the Information Memorandums), read as a wholewhole with all such documents, as of certificates and written statements furnished on or prior to the date Expansion Signing Date to such statement or information was so furnished, contained Senior Secured Creditor) any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading in light misleading. As of the circumstances under which such statements were made (giving effect to all supplements thereto). The financial Expansion Signing Date, or, in the case of the Information Memorandums, the dates thereof, the projections and other forward-looking pro forma financial information contained in the materials referenced above have been prepared in (including the Projections) are based upon good faith based upon estimates and assumptions believed by management of the Borrower Company to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates Senior Secured Creditors that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth therein, and such differences may be materialtherein by a material amount. As of the Closing Expansion Signing Date, there is are no fact facts known to any Loan Party Wynn Obligor, the Company or the PASA Agent that could could, individually or collectively, reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Senior Finance Documents, in the Confidential Information Memorandum Memorandums or in any other documents, certificates and written statements furnished to the Administrative Agent and the Lenders Senior Secured Creditors for use in connection with the transactions contemplated hereby and by the other Loan Senior Finance Documents.

Accuracy of Information, etc. No statement or All factual information (taken as a whole) contained in this Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or written or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific nature) statement furnished by any Loan Party or any on behalf of its agents the Borrower to the Administrative Agent, Agent or the Lenders or any of their respective AffiliatesLenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan DocumentsDocuments is, when and all other such factual information (taken as a whole) hereafter furnished by or on behalf of the Borrower in writing to the Administrative Agent or any Lender will be, true and accurate in all material respects on the date as of the date which such statement information is dated or information was so furnished, contained any untrue statement of a material fact or omitted certified and not incomplete by omitting to state a material any fact necessary to make the statements contained herein or therein such information (taken as a whole) not materially misleading in any material respect at such time in light of the circumstances under which such statements were made (giving effect to all supplements thereto). The financial information was provided; provided, however, that any projections and other forward-looking pro forma financial information contained in the materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by management of the Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth therein, and such differences may be materialtherein by a material amount. As of the Closing Datedate hereof, there is no fact known to any Loan Party the Borrower that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan 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 Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or written or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific nature) statement furnished by or on behalf of any Loan Party or any of its agents to the Administrative Agent, Agent or the Lenders or any of their respective AffiliatesLenders, or any of themthem (as modified or supplemented by other information so furnished), for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken contained as a wholeof the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as of the date such statement or information was so furnishedof this Agreement), contained any untrue statement of a material fact or omitted (when taken as a whole and after giving effect to any updates and supplements thereto) to state a material fact (known to Holdings, the Borrower or the Canadian Borrower, in the case of any document not furnished by any of them) necessary to make the statements contained herein or therein not materially misleading in light of the circumstances under in which such statements the same were made (giving effect to all supplements thereto)made. The financial projections and other forward-looking pro forma financial information contained in the materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by management of the Borrower to be reasonable at the time furnished by made or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesfurnished, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections financial information as it relates to future events are subject to significant uncertainties and forward-looking information contingencies and are not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth therein, therein and such differences may be materialmaterial or substantial. As of the Closing Date, there the representations and warranties contained in the Acquisition Documentation are true and correct in all material respects. There is no fact known to any Loan Party (other than matters of a general economic and industry specific nature) that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan 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 Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or written or formally presented information statement (other than projections and the financial projections statements of the Borrower for fiscal years 1998, 1999 and forward-looking information referred to in 2000 and the immediately succeeding sentence below and information first 7 months of a general economic or industry specific naturefiscal year 2001) furnished by any Loan Party or any of its agents to the Arrangers, the Administrative Agent, any other Agent or the Lenders or any of their respective Affiliates, or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when contained as of the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as of the date of this Agreement) and taken as a whole, as of the date such statement or information was so furnished, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements thereto)misleading. The financial projections and other forward-looking pro forma financial information contained in the materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by management of Holdings and the Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth therein, and such differences may be materialtherein by a material amount. As of the Closing Date, there There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Arrangers, the Administrative Agent, any other Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. (a) No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum Document or any other document, certificate or written or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific nature) statement furnished by or on behalf of any Loan Party or any of its agents to the Administrative Agent, Agent or the Lenders or any of their respective AffiliatesLenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken as a whole, contained as of the date such statement statement, information, document or information certificate was so furnished, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein therein, when taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect made; provided that with respect to all supplements thereto). The financial projections and other forward-looking pro forma financial information contained in the materials referenced above have been above, the Company represents only that such information was prepared in based upon good faith based upon estimates and assumptions believed by management of the Borrower Company to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, Agent and the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth therein, and such differences may be materialtherein by a material amount. As of the Closing Date, there There is no fact known to any Loan Party that could would reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum Exchange Act Report 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 Loan Documents. (b) As of the Closing Date, to the best Knowledge of the Borrower, the information included in the Beneficial Ownership Certification provided on or prior to the Closing Date to any Lender in connection with this Agreement is true and correct in all material respects.

Accuracy of Information, etc. No written statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum Document or any other schedule, exhibit, report, document, certificate or other written or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific nature) statement furnished by or on behalf of any Loan Party or any of its agents to the Administrative Agent, Agent or the Lenders or any of their respective AffiliatesLenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan DocumentsDocuments (excluding any projections, when taken pro forma financial information and information of a general economic or industry nature), as a wholesuch information, schedule, exhibit, report, document, certificate or other written statement has been amended, supplemented or superseded by any other written information, schedule, exhibit, report, document, certificate or other written statement later delivered to the same parties receiving such written information, schedule, exhibit, report, document, certificate or other written statement prior to the date on which this representation is made or deemed made, contained as of the date such written statement, information, schedule, exhibit, report, document, certificate or other written statement or information was so furnished, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not materially misleading therein, when taken as a whole and in light of the circumstances under which when made, not materially misleading, provided that in the case of written information, schedules, exhibits, reports, documents, certificates, or other written statements made, delivered or prepared by Persons other than the Borrower, its Subsidiaries and their agents, such statements were made (giving effect representation and warranty is subject to all supplements thereto)the qualification that it is true and correct only to the knowledge of the Borrower and its Subsidiaries. The financial projections and other forward-looking pro forma financial information contained in the materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by management of the Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth therein, and such differences may be materialtherein by a material amount. As of the Closing Date, there There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum or in any other written information, schedules, exhibits, reports, documents, certificates and written statements furnished to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan DocumentsDocuments or in the section entitled “Risks Related to Mafco Worldwide’s Business and Industry” set forth in the Report on (i) Form 10-K of M&F Worldwide for the fiscal year ended December 31, 2009 and (ii) Form 10-Q of M&F Worldwide for the fiscal quarters ended March 31, 2010, June 30 2010 and September 30, 2010.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum (other than the projections and pro forma financial information included therein) or any other document, certificate or written or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific nature) statement furnished by any Loan Party or any of its agents to the Administrative Agent, Agent or the Lenders or any of their respective Affiliatesthem in writing, by or on behalf of any of them, Loan Party for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken contained as a wholeof the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as of the date such statement or information was so furnishedof this Agreement), contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements thereto)misleading. The financial projections and other forward-looking pro forma financial information contained in the materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by management of the Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth therein, and such differences may be materialtherein by a material amount. As of the Closing Datedate hereof, there the representations and warranties contained in the Acquisition Agreements are true and correct in all respects except, in the case of representations and warranties made therein by parties thereto other than the Borrower, to the extent that the failure of such representations and warranties to be true and correct could not reasonably be expected individually, or in the aggregate, to have a Material Adverse Effect. There is no fact relating to the Borrower, its Subsidiaries or their respective businesses (other than facts relating to the economy in general) known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan 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 Loan Documents.

Accuracy of Information, etc. (a) No statement or information contained in in: (i) this Agreement, any other Loan Document, the Confidential Information Memorandum Memorandum, any material posted on Intralinks or any other document, certificate or written statement prepared or formally presented information (other than authorized to be furnished to the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific nature) furnished Lenders by any Loan Party and furnished by or on behalf of any of its agents Loan Party to the Administrative Agent, the Lenders or any of their respective AffiliatesLenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken contained as a wholeof the date such statement, information, document, material or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as of the Closing Date); (ii) any document, certificate or statement (as such document, certificate or statement may have been updated from time to time prior to the Closing Date) furnished on or prior to the Closing Date by or on behalf of any Loan Party to the Administrative Agent for use in connection with the transactions contemplated by this Agreement and the other Loan Documents, contained as of the date such document, certificate or statement was so furnished (or so updated, as applicable); or (iii) any document, certificate or statement furnished after the Closing Date by or on behalf of any Loan Party to the Administrative Agent for use in connection with the transactions contemplated by this Agreement and the other Loan Documents, contained, as of the date such document, certificate or statement or information was so furnished; in each case, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements thereto)misleading. The financial projections and other forward-looking pro forma financial information contained in the materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by management of the Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth therein, and such differences may be materialtherein by a material amount. As of the Closing Date, there There is no fact known to any Loan Party that could would reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan 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 Loan Documents. (b) The Company has made available to each Lender a true, complete and correct copy of each Disclosure Document.

Accuracy of Information, etc. No statement or information ---------------------------- contained in this Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or written or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific nature) statement furnished by or on behalf of any Loan Party or any of its agents to the Administrative Agent, Agent or the Lenders or any of their respective AffiliatesLenders, or any of themthem (including, without limitation, the Proxy Statement), for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken contained as a wholeof the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum and the Proxy Statement, as of the date such statement or information was so furnishedof this Agreement), contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not materially misleading misleading, provided, that with -------- respect to any statement or information furnished on behalf of any Loan Party by any other Person that is not a Loan Party, the representation and warranty set forth in light of the circumstances under which this Section 4.18 is limited to such statements were made (giving effect to all supplements thereto)Loan Party's best knowledge. The financial projections and other forward-looking pro forma financial information contained in the materials --- ----- referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by management of the Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth therein, and such differences may be materialtherein by a material amount. As of the Closing Datedate hereof, there the representations and warranties contained in the Acquisition Documentation and the Proxy Statement are true and correct in all material respects. There is no fact known to any Loan Party that could is reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum or in any other documents, certificates and written statements furnished to the Administrative Agent and the Lenders (including, without limitation, the Proxy Statement) for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information (other than projections, pro forma financial information and “forward-looking” statements) contained in this Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate certificate, written statement or written or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific nature) formal presentation furnished by any Loan Party or any of its agents to the Administrative Agent, the Arranger, the Agents or the Lenders or any of their respective Affiliates, or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken contained as a wholeof the date such presentation, statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as of the date such statement or information was so furnishedof this Agreement), contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements thereto)made. The projections, pro forma financial projections information and other “forward-looking information looking” statements contained in the materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by management of the Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected or anticipated results set forth therein, and such differences may be materialtherein by a material amount. As of the Closing Date, there There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Administrative Agent Arranger, the Agents and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents. Notwithstanding the preceding and notwithstanding any other provision hereof or of any other Loan Document, document, certificate, written statement or formal presentation, the Administrative Agent, the Arranger, the other Agents and the Lenders understand, acknowledge and agree that the Borrower is in the process of restating its financial statements for the first three fiscal quarters of 2003 and prior periods and all financial information provided (or which may in the future be provided prior to the Financial Reporting Compliance Date), including the financial information delivered pursuant to Section 4.1, to be delivered pursuant to Section 6.1(b) and contained in the Confidential Information Memorandum (a) has not been prepared and presented in conformity with GAAP to the extent specific items of such financial information will be affected by the Restatement and (b) is subject in all respects to the results of the Restatement.

Accuracy of Information, etc. No statement or The information (other than pro forma financial information and projections) contained in this Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or written or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific nature) statement furnished by or on behalf of any Loan Party or any of its agents to the Administrative Agent, Agent or the Lenders or any of their respective AffiliatesLenders, or any of them, taken as a whole, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken did not contain as a wholeof the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as of the date such statement or information was so furnishedof this Agreement), contained any untrue statement of a material fact or omitted omit to state a material fact necessary to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements thereto)made. The financial projections and other forward-looking pro forma financial information contained in the materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by management of the Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth therein, and such differences may be materialtherein by a material amount. As of the Closing Date, there to the knowledge of Holdings and the Borrower, the representations and warranties contained in the Acquisition Documentation are true and correct in all material respects. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan 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 Loan Documents.

Accuracy of Information, etc. No statement or information (other than the projections and pro forma financial information) contained in this Agreement, any other Loan Document, the any Confidential Information Memorandum Memoranda or any other document, certificate or written or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific nature) statement furnished by or on behalf of any Loan Party or any of its agents to the Administrative Agent, Agent or the Lenders or any of their respective AffiliatesLenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when Documents taken as a whole, contained as of the date such statement statement, information, document or information certificate was so furnishedfurnished (or, contained in the case of any Confidential Information Memoranda, as of the date of this Agreement), any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements thereto)misleading. The financial projections and other forward-looking pro forma financial information contained in the materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by management of the Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth therein, and such differences may be materialtherein by a material amount. As of the Closing Date, Commitment Effective Date there is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum Memoranda 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 Loan Documents. Notwithstanding anything to the contrary set forth herein, (i) such representation and covenant, insofar as it relates to information and projections with respect to the Target and its subsidiaries is only made to the best of the Borrower’s knowledge, and (ii) such representations and covenants shall exclude any untrue statement or omission arising solely from the fact that the historical financial information with respect to the Target and its subsidiaries, and the pro forma financial information with respect to the Borrower and its subsidiaries after giving effect to the Transactions (insofar as it includes historical financial information with respect to the Target and its subsidiaries), were prepared in accordance with IFRS and not GAAP and that the differences between such financial information prepared in accordance with IFRS from such financial information if it had been prepared in accordance with GAAP may be material.

Accuracy of Information, etc. No statement or information prepared by or on behalf of any Loan Party contained in this Agreement, any other Loan Document, the Confidential Information Memorandum Document or any other document, certificate or written or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific nature) statement furnished by or on behalf of any Loan Party or any of its agents to the Administrative Agent, Agent or the Lenders or any of their respective AffiliatesLenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken as a whole, contained as of the date such statement statement, information, document or information certificate was so furnished, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements thereto)any material respect. The financial projections and other forward-looking pro forma financial information contained in the materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by the Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth therein, and such differences may be materialtherein by a material amount. As of the Closing Datedate hereof, there (i) the representations and warranties contained in the DD Acquisition Documentation, in the case of EDH, are, and in the case of any other Person, are to the knowledge of EDH, true and correct in all material respects (except to the extent qualified by materiality in the text thereof in which case they shall be true and correct in all respects), and (ii) all conditions to the consummation of the DD Acquisition set forth in the DD Acquisition Documentation have been satisfied, except, in the case of this clause (ii), as would not be adverse to any Group Member or the interests of the Administrative Agent or the Lenders, except as agreed by the Administrative Agent. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum Documents 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 Loan Documents.

Accuracy of Information, etc. No statement or information (other than projections, pro forma financial information and “forward-looking” statements) contained in this Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate certificate, written statement or written or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific nature) formal presentation furnished by any Loan Party or any of its agents to the Administrative Agent, the Arranger, the Agents or the Lenders or any of their respective Affiliates, or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by this Agreement or the other Loan DocumentsDocuments on or prior to the Closing Date, when taken as a whole, contained as of the date such statement presentation, statement, information, document or information certificate was so furnishedfurnished (or, contained in the case of the Confidential Information Memorandum, as of the date of this Agreement) any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements thereto)made. The financial projections and other pro forma financial information and forward-looking information statements contained in the materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by management of the Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth therein, and such differences may be materialtherein by a material amount. As of the Closing Date, there is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Administrative Agent Arranger, the Agents and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information information, other than the projections and pro forma financial information, contained in this Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or written or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific nature) statement furnished by or on behalf of any Loan Party or any of its agents to the Administrative Agent, the Lenders Revolver Agent or any of their respective Affiliatesthe Lenders, or any of them, for use in connection with the Transactions or the other transactions contemplated by this Agreement or the other Loan Documents, when contained (taken as a whole) as of the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as of the date such statement or information was so furnishedof this Agreement), contained any untrue statement of a material fact or, in the case of all such information (taken as a whole) furnished on or prior to the Closing Date, omitted to state a material fact necessary to make the statements contained herein or therein at such time, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements thereto)misleading. The financial projections and other forward-looking pro forma financial information contained in the materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by management of the Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth therein, and such differences may be materialtherein by a material amount. As of the Closing Datedate hereof, there is are no fact facts known to any Loan Party that could reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Administrative Agent, the Revolver Agent and the Lenders for use in connection with the Transactions or the other transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information information, other than the projections and pro forma financial information, contained in this Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or written or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific nature) statement furnished by or on behalf of any Loan Party or any of its agents to the Administrative Agent, Agent or the Lenders or any of their respective AffiliatesLenders, or any of them, for use in connection with the Transactions or the other transactions contemplated by this Agreement or the other Loan Documents, when taken contained as a wholeof the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as of the date such statement or information was so furnishedof this Agreement), contained any untrue statement of a material fact fact, or omitted to state a material fact necessary to make the statements contained herein or therein therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements thereto)misleading. The financial projections and other forward-looking pro forma financial information contained in the materials --- ----- referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by management of the Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth therein, and such differences may be materialtherein by a material amount. As of the Closing Datedate hereof, the representations and warranties of Holdings and its Subsidiaries contained in the Acquisition Documentation are true and correct in all material respects. As of the date hereof, there is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan 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 or the other transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. (a) No statement or information information, other than the Projections and pro forma financial information, contained in this Agreement, any other Loan Document, the Confidential Information Memorandum Document or any other document, certificate or written or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific nature) statement furnished by or on behalf of any Loan Party or any of its agents to the Administrative Agent, the Lenders or any of their respective Affiliates, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken as a whole, contained as of the date such statement statement, information, document or information certificate was so furnished, contained furnished any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein taken as a whole not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements thereto)misleading. The financial projections and other forward-looking pro forma financial information contained in the materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by management of Holdings and the Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth therein, and such differences may be materialtherein by a material amount. As of the Closing Datedate hereof, there the representations and warranties contained in the Acquisition Documentation are true and correct in all material respects. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, Documents or 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 Loan Documents. (b) That certain unexecuted draft letter agreement, titled “American Idol: The Search For a Superstar”, dated as of April 22, 2002, by and between Fox Broadcasting Company, Fremantle Media North America, Inc. and 19TV, as amended by that certain letter agreement, titled “American Idol Re-Negotiation”, dated as of May 15, 2003, sets forth the complete understanding of the parties thereto and is intended by all of the parties named therein to be a legally valid and binding contract as if fully executed thereby and governs, and has consistently governed since the date thereof the relationship of such parties as to the matters set forth therein. 19TV has relied to its detriment on the existence of such contract. (c) The terms of the co-production agreement between 19TV and Fremantle, as it relates to their broadcasting agreement with Fox Broadcasting Company, dated April 22, 2002 (as modified by the Creative Artists Agency letter of May 15, 2003) for broadcast of the American Idol television show, are as follows: (a) 19TV is entitled to receive 50% of any “Production Underage” from American Idol 3, and all subsequent seasons, payable by Fremantle no later than six months following each season (for the avoidance of doubt, Production Underage is defined as the difference between (x) the non-auditable license fee and format fee paid by Fox Broadcasting Company and (y) the production costs and other related expenses paid by Fremantle directly in order to produce episodes of the American Idol television show); (b) 19TV is entitled to receive 50% of any Ratings/Rankings bonus paid by Fox Broadcasting Company; and (c) 19TV is entitled to receive 40% of any Executive Producer Fees (as defined therein).

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum Document or any other document, certificate or written or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific nature) statement furnished by or on behalf of any Loan Party or any of its agents to the Administrative Agent, Agent or the Lenders or any of their respective AffiliatesLenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken as a whole, contained as of the date such statement statement, information, document or information certificate was so furnished, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements thereto)statement, information, document or certificate was furnished. The financial projections and other forward-looking pro forma financial information contained in the materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by the Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth thereintherein by a material amount. To the knowledge of Holdings and the Borrower, the representations and such differences may be material. As warranties relating to YuMe and its business in the YuMe Acquisition Agreement are true and correct as of the Closing Date, there is no fact known as though made on and as of such date (except to any Loan Party that could reasonably be expected the extent such representations relate to have a Material Adverse Effect that has not been disclosed hereinan earlier date, in the other Loan Documentswhich case such representations shall have been true and correct as of such earlier date), in the Confidential Information Memorandum or in any other documents, certificates and statements furnished solely to the Administrative Agent and extent that Holdings or the Lenders for use in connection with Borrower (or any of their respective Affiliates or Subsidiaries) have the transactions contemplated hereby and by right not to consummate the other Loan DocumentsYuMe Acquisition or the right to terminate (or cause the termination of) their obligations under the YuMe Acquisition Documentation (giving effect to materiality qualifiers contained therein) as of result of the breach thereof.

Accuracy of Information, etc. (a) No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum Document or any other document, certificate or written or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific nature) statement furnished by or on behalf of any Loan Party or any of its agents to the Administrative Agent, Agent or the Lenders or any of their respective AffiliatesLenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken as a whole, contained as of the date such statement statement, information, document or information certificate was so furnishedfurnished (or if otherwise specified herein or therein, contained as of such date), any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements thereto)made. The financial projections and other forward-looking pro forma financial information contained in the materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by management of the Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth therein, and such differences may be materialtherein by a material amount. As of the Closing Date, there There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan 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 Loan Documents. (b) The Annual Report on Form 10-K of the Borrower for the year ended December 31, 2010 (the “SEC Report”) as of its filing date complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the applicable rules and regulations promulgated thereunder. The SEC Report at the time of filing did not contain any untrue statements of material fact or omitted a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Forward looking statements and other statements contained in the SEC Report are subject to the cautionary language and risk factors contained in the SEC Report.

Accuracy of Information, etc. No Subject to the next succeeding ---------------------------- sentence and to the qualification provided therein, no statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum Package or any other document, certificate or written statement furnished to any Agent or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific nature) furnished by any Loan Party or any of its agents to the Administrative Agent, the Lenders or any of their respective Affiliates, or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken contained as a wholeof the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Package, as of the date such statement or information was so furnishedof this Agreement), contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements they were made (giving effect to all supplements thereto)made. The financial projections and other forward-looking pro forma financial information contained in the --- ----- materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by the Borrower management of Holdings to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth therein, and such differences may be materialtherein by a material amount. As of the Closing Datedate hereof, there the representations and warranties of each of the Loan Parties and, to the best knowledge of Holdings, each of the other parties thereto contained in the Pensar Acquisition Documentation are true and correct in all material respects. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum Package or in any other documents, certificates and statements furnished to the Administrative Agent Agents and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. (a) No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum Document or any other document, certificate or written or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific nature) statement furnished by or on behalf of any Loan Party or any of its agents to the Administrative Agent, Agent or the Lenders or any of their respective AffiliatesLenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken as a whole, contained as of the date such statement statement, information, document or information certificate was so furnished, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements thereto)misleading. The financial projections and other forward-looking pro forma financial information contained in the materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by management of the Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth therein, and such differences may be materialtherein by a material amount. As of the Closing Date, there There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum Documents 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 Loan Documents. (b) The Borrower’s Annual Report on Form 10-K for the year ended December 31, 2005 and the Borrower’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006 (collectively the “Borrower’s SEC Reports”) as of their respective filing dates complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder applicable to the Borrower’s SEC Reports. None of the Borrower’s SEC Reports at the time of filing contained any untrue statements of material fact or omitted a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Forward looking statements and other statements contained in the Borrower’s SEC Reports are subject to the cautionary language and risk factors contained in the Borrower’s SEC Reports.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or written or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific naturea) furnished by any Each Loan Party has disclosed to the Credit Parties all agreements, instruments and corporate or other restrictions to which it or any of its agents Subsidiaries is subject, and all other matters known to it, that, individually or in the Administrative Agentaggregate, the Lenders would reasonably be expected to result in a Material Adverse Effect. No reports, financial statements, certificates or other information furnished (whether in writing or orally) by or on behalf of any of their respective Affiliates, or Loan Party to any of them, for use Credit Party in connection with the transactions contemplated by hereby and the negotiation of this Credit Agreement or the delivered hereunder or under any other Loan Documents, when taken Document (in each case as a whole, as of the date such statement modified or supplemented by other information was so furnished, contained ) contains any untrue statement material misstatement of a material fact or omitted omits to state a any material fact necessary to make the statements contained herein or therein not materially misleading therein, in the light of the circumstances under which they were made, not misleading, provided that, with respect to projected financial information, the Loan Parties represent only that such statements were made (giving effect to all supplements thereto). The financial projections and other forward-looking information contained in the materials referenced above have been was prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time furnished by or on behalf time. (b) As of the BorrowerClosing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects. Labor Matters. There are no strikes, lockouts or slowdowns against any Loan Party or any of their respective agents, as the case may beits Subsidiaries pending or, to the Administrative Agentknowledge of any Loan Party, threatened. The hours worked by and payments made to employees of the Lenders Loan Parties and their Subsidiaries have not been in violation in any material respect of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law dealing with such matters. All material payments due from the Loan Parties or any of their respective AffiliatesSubsidiaries, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections and forward-looking information are not to be viewed as facts and that actual results during the period or periods covered by for which any such projections or forward-looking information may differ from the projected results set forth therein, and such differences claim may be material. As made against any of the Closing DateLoan Parties or any of their Subsidiaries, there on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of such Loan Party or such Subsidiary. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any of the Loan Parties or any of their Subsidiaries is no fact known bound. Absence of Certain Restrictions. No indenture, certificate of designation for preferred stock, agreement or instrument to which any Loan Party that could reasonably be expected to have or any of its Subsidiaries is a Material Adverse Effect that has not been disclosed hereinparty (other than this Credit Agreement), in the other Loan Documents, in the Confidential Information Memorandum prohibits or limits in any other documentsway, certificates and statements furnished directly or indirectly the ability of any Subsidiary to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other make Restricted Payments or loans to, to make any advance on behalf of, or to repay any Indebtedness to, any Loan DocumentsParty or to another Subsidiary.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum, the Bumble Bee Confidential Information Memorandum or any other document, certificate or written or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific nature) statement furnished by any Loan Party or any of its agents to the Administrative Agent, Agent or the Lenders or any of their respective AffiliatesLenders, or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken as a whole, contained as of the date such statement statement, information, document or information certificate was so furnishedfurnished (or (a) in the case of the Confidential Information Memorandum, contained as of the Closing Date or (b) in the case of the Bumble Bee Confidential Information Memorandum, as of the Amendment/Restatement Closing Date), any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements thereto)misleading. The financial projections and pro forma financial information and other forward-looking information estimates and opinions contained in the materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by management of the Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth therein, and such differences may be materialtherein by a material amount. As of the Closing Date, there the representations and warranties of the Buyer and the Merger Sub and, to the best knowledge of the Borrower, the Sellers and AH Food Co. in the Acquisition Agreement are true and correct in all material respects. As of the Amendment/Restatement Closing Date, the representations and warranties of the Buyer (as defined in the Bumble Bee Purchase Agreement) and, to the best knowledge of the Borrower, the Sellers (as defined in the Bumble Bee Purchase Agreement) in the Bumble Bee Purchase Agreement are true and correct in all material respects. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum, in the Bumble Bee 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 Loan Documents.

Accuracy of Information, etc. (a) No statement or information contained or incorporated by reference in this Agreementthe Lender Presentation, any other Loan Document, the Confidential Information Memorandum or any other no document, certificate or written or statement and no statement formally presented information by representatives of the Company in due diligence or other lender meetings (other than the financial projections and than, in each case, any projections, pro forma information, forward-looking information referred to in the immediately succeeding sentence below statements and information of a general economic or industry specific nature) ), taken as a whole, furnished by any Loan Party or on behalf of the Company or any of its agents other Credit Party to the Administrative Agent, Agent or the Lenders or any of their respective Affiliates, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Credit Documents, when taken as a whole, contained as of the date such statement or information contained in the Lender Presentation or such other document, certificate or statement was so furnishedfurnished (or, contained in the case of information incorporated by reference in the Lender Presentation that was filed with the SEC, as of the date of such filing) any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not materially misleading therein, in light of the circumstances under in which such statements they were made (giving effect to all supplements thereto)made, not misleading. The financial Any projections and other forward-looking pro forma financial information contained in the materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by management of the Borrower Company to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, Agent and the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth therein, and such differences may be materialtherein by a material amount. As of the Closing Date, there There is no fact known to the Company or any Loan other Credit Party that could would reasonably be expected to have a Material Adverse Effect that has not been disclosed herein, in the other Loan Documents, Credit Documents or in the Confidential Information Memorandum Lender Presentation or in any other documents, certificates and written statements furnished to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Credit Documents. (b) The Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position, on a consolidated basis, of the Company and its consolidated Subsidiaries as of the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the Company and its consolidated Subsidiaries for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. As of the Closing Date, neither the Company nor any Subsidiary has any contingent liability or liability for Taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the Historical Financial Statements or the notes thereto and that, in any such case, is material in relation to the Historical Financial Statements of the Company and the Subsidiaries, taken as a whole.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum Document or any other document, certificate or written or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific nature) statement furnished by any Loan Party or any of its agents to the Administrative Agent, Agent or the Lenders or any of their respective AffiliatesLenders, or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by this Agreement or the other Loan DocumentsDocuments (but excluding all projections and pro forma financial information and other estimates covered by the next sentence), when taken as a whole, contained as of the date such statement statement, information, document or information certificate was so furnished, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements thereto)misleading. The financial projections and pro forma financial information and other forward-looking information estimates and opinions contained in the materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by management of the Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, Agent and the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth thereintherein by a material amount. As of the Closing Date, the representations and such differences may be materialwarranties (a) of Holdings and LIN in the Merger Agreement are true and correct in all material respects, (b) of 74 69 Holdings and LIN in the NBC Transaction Agreements are true and correct in all material respects and (c) of all other parties to the Merger Agreement and the NBC Transaction Agreements, to the knowledge of Holdings and the Borrower, are true and correct in all material respects. As of the Closing Date, there is no fact known to any Loan Party (other than general economic conditions, which conditions are commonly known and affect businesses generally) that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum Documents 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 Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, any Transaction Document, the Confidential Information Memorandum or any other document, certificate or written or formally presented information (other than the financial projections and forward-looking information referred to in the immediately succeeding sentence below and information of a general economic or industry specific nature) statement furnished by or on behalf of any Loan Party or any of its agents to the Administrative Agent, Agent or the Lenders or any of their respective AffiliatesLenders, or any of them, for use in connection with the transactions contemplated by this Agreement or Agreement, the other Loan Documents or the Transaction Documents, when taken contained as a wholeof the date such written statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as of the date such statement or information was so furnishedof this Agreement), contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements thereto)misleading. The projections, including the Projections, and pro forma financial projections and other forward-looking information contained in the materials referenced above have been prepared in are based upon good faith based upon estimates and assumptions believed by management of the Borrower to be reasonable at the time furnished by or on behalf of the Borrower, any Loan Party or any of their respective agents, as the case may be, to the Administrative Agent, the Lenders or any of their respective Affiliatesmade, it being recognized by the Administrative Agent, the Lenders and their respective Affiliates that such projections and forward-looking financial information are as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by any such projections or forward-looking financial information may differ from the projected results set forth therein, and such differences may be materialtherein by a material amount. As of the Closing Datedate hereof, there the representations and warranties of the Borrower and, to the Borrower's knowledge, the representations and warranties of the other parties contained in each Transaction Document are true and correct in all material respects. There is no fact known to any Loan Party that could would reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Transaction 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 hereby, by the other Loan Documents and by the Transaction Documents.