Common use of Accuracy of Information, etc Clause in Contracts

Accuracy of Information, etc. No statement or information contained in this Agreement or any other document, certificate or statement furnished by or on behalf of the Company to the Administrative Agent or the Banks, or any of them, for use in connection with the transactions contemplated by this Agreement, contained as of the date such statement, information, document or certificate was so furnished (as modified or supplemented by other information so 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 misleading in each case taken as a whole; provided that, with respect to any such statement or information with respect to projected financial information or other projected results, the Company represents only that such information was based upon good faith estimates and assumptions believed by management of the Company to be reasonable at the time made, it being recognized by the Banks that such information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such information may differ from the projected results set forth therein by a material amount. There is no fact known to the Company that would reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein or in any other documents, certificates and statements furnished to the Administrative Agent and the Banks for use in connection with the transactions contemplated hereby.

Accuracy of Information, etc. No statement or information contained in the Confidential Information Memorandum, this Agreement Agreement, any other Loan Document, or any other document, certificate or statement furnished to the Administrative Agent, the Arrangers, the Agents or the Lenders or any of them, by or on behalf of the Company to the Administrative Agent or the Banks, or any of them, Loan Party for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, taken as a whole, contained as of the date of such statement, information, document or certificate was so furnished (as modified or supplemented by other information so furnished), or, in the case of the Confidential Information Memorandum, 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 misleading in each case taken as a whole; provided that, with respect to any light of the circumstances under which such statement or information with respect to projected statements were made. The projections and pro forma financial information or other projected results, contained in the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of the Company Borrowers to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to the Company any Loan Party that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein herein, in the other Loan Documents or in any other documents, certificates and statements furnished to the Administrative Agent Arrangers, the Agents and the Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information (other than projections, parent-only financial statements and pro forma information) contained in this Agreement Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or statement furnished by or on behalf of the Company Borrower to the Administrative Agent or the BanksLenders, or any of them, for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as modified or supplemented by other information so furnishedof 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 misleading in each case when taken as a whole; provided that. The projections, with respect to any such statement or information with respect to projected parent-only financial statements and pro forma financial information or other projected results, contained in the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of the Company Borrower to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There As of February 26, 2007, there is no fact known to the Company Borrower that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein herein, in the other Loan Documents, in the Information Memorandum (including any attachments thereto), the Specified Exchange Act Filings or in any other documents, certificates and statements furnished to the Administrative Agent and the Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or statement furnished to the Administrative Agent or the Lenders or any of them, by or on behalf of the Company to the Administrative Agent or the Banks, or any of them, Borrower for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as modified or supplemented by other information so furnished)of the date of this Agreement) when taken together with the Borrower's SEC filings and Offering Memorandum listed in Schedule 4.18 , 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 misleading in each case taken as a whole; provided that, with respect to any such statement or information with respect to projected misleading. The projections and pro forma financial information or other projected results, contained in the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of the Company Borrower to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to the Company Borrower that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein 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 Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents when taken together with the Borrower's SEC filings and Offering Memorandum listed in Schedule 4.18.

Accuracy of Information, etc. No statement (a) To the Loan Parties’ knowledge, no representation or warranty taken as a whole in any material respect or material written information contained in this Agreement Agreement, any other Loan Document or any other document, certificate or material written statement furnished by or on behalf of the Company any Loan Party (other than forecasts, Projections and other forward-looking information and general market information) to the Administrative Agent or the BanksLenders, or any of them, them for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, taken as a whole, contained as of the date such statement, information, document or certificate was so furnished (as modified or supplemented by other information so furnished)Effective 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 misleading in each case taken as a whole; provided that, with whole in any material respect to any such statement or information with respect to projected in light of the circumstances when made. The Projections and pro forma financial information or other projected results, contained in the Company represents only that such information was materials referenced above were based upon good faith estimates and assumptions believed by management of the Company Borrower or Holdings, as applicable, to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and are subject to significant uncertainties and contingencies, many of which are beyond the Loan Parties control and that no assurance can be given that any particular result will be realized, that actual results during the period or periods covered by such information may differ from and such differences may be material. (b) As of the projected results set forth therein by a Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material amount. There is no fact known to the Company that would reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein or in any other documents, certificates and statements furnished to the Administrative Agent and the Banks for use in connection with the transactions contemplated herebyrespects.

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 Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or statement furnished by or on behalf of the Company to the Administrative Agent or the Banks, Lenders or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, contained taken as a whole, contained, as of the date such statement, information, document or certificate was so furnished (as modified or supplemented by other information so furnished), 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 misleading in each case therein, taken as a whole; provided that, with respect to any such statement or information with respect to projected not misleading. The projections and pro forma financial information or other projected results, and the Company represents only that such industry-related information was contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Company Borrower to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to the Company any Loan Party that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein 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 Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or The statements and information contained in this Agreement or any Agreement, the other documentLoan Documents, certificate or statement the Confidential Information Memorandum and the other documents, certificates and statements furnished by or on behalf of the Company any Loan Party to the Administrative Agent or the BanksLenders, or any of them, for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, contained did not contain as of the date such statementstatements, information, document documents or certificate was certificates were so furnished (or, in the case of the Confidential Information Memorandum, as modified or supplemented by other information so furnishedof the date of this Agreement), 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 misleading in each case taken as a whole; provided that, with respect to any such statement or information with respect to projected material respect. The projections and pro forma financial information or other projected results, contained in the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of the Company Borrower to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. As of the date hereof, the representations and warranties contained in the Acquisition Documentation are true and correct in all material respects. There is no fact known to the Company any Loan Party that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein 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 Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information (excluding the projections and pro forma financial information referred to below) contained in this Agreement Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or statement furnished by or on behalf of the Company to the Administrative Agent or the Banks, Lenders or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents when taken as a whole, contained as of the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as modified or supplemented by other information so furnishedof 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 misleading in each case taken as a whole; provided that, with respect to any such statement or information with respect to projected materially misleading. The projections and pro forma financial information or other projected results, contained in the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of the Company Borrower to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to the Company any Loan Party that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein 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 Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information (other than projections, if any, and pro forma information) contained in this Agreement Agreement, any other Loan Document or any other document, certificate or statement furnished by or on behalf of the Company Borrower to the Administrative Agent or the BanksLenders, or any of them, for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished (as modified or supplemented by other information so 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 misleading in each case taken as a whole; provided thatmisleading. The projections, with respect to any such statement or information with respect to projected if any, and pro forma financial information or other projected results, contained in the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of the Company Borrower to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There Except as set forth in the Borrower’s Specified Exchange Act Filings, there is no fact known to the Company Borrower that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein herein, in the other Loan Documents or in any other documents, certificates and statements furnished to the Administrative Agent and the Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents. As of the Effective Date, all of the information included in the Beneficial Ownership Certification is true and correct.

Accuracy of Information, etc. No statement or factual information with respect to any Loan Party or any of its Subsidiaries contained in this Agreement Agreement, any other Loan Document or any other factual document, certificate or statement (other than any projections, pro formas or other estimates with respect to any Loan Party or any of its Subsidiaries) furnished by or by Persons directed on behalf of the Company any Loan Party to the Administrative Agent or the Banks, or any of themLender, for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, when taken as a whole, contained as of the date such statement, information, document or certificate was so furnished (as modified or supplemented by other information so 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 misleading in each case taken as a whole; provided that, with respect to any such statement or information with respect to projected materially misleading. The projections and pro forma financial information or other projected resultscontained in the materials referenced above were, and the Company represents only that such information was projections hereafter delivered, when delivered, will be based upon good faith estimates and assumptions believed by management of the Company each Loan Party to be reasonable at the time mademade and no Loan Party knows as of the date hereof any fact making such estimates and assumptions no longer true in any material respects, it being recognized by the Banks Lender that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to the Company any Loan Party that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein or herein, in any the other documents, certificates and statements furnished to the Administrative Agent and the Banks for use in connection with the transactions contemplated herebyLoan Documents.

Accuracy of Information, etc. No statement or information (other than projections, if any, and proforma information) contained in this Agreement Agreement, any other Loan Document, the Information Memorandum or any other document, certificate or statement furnished by or on behalf of the Company Borrower to the Administrative Agent or the BanksLenders, or any of them, for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished (or, in the case of the Information Memorandum, as modified or supplemented by other information so furnishedof 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 misleading in each case when taken as a whole; provided that. The projections, with respect to any such statement or information with respect to projected if any, and proforma financial information or other projected results, contained in the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of the Company Borrower to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There As of February 26, 2007, there is no fact known to the Company Borrower that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein herein, in the other Loan Documents, in the Information Memorandum (including any attachments thereto), the Specified Exchange Act Filings or in any other documents, certificates and statements furnished to the Administrative Agent and the Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or statement furnished by or on behalf of the Company any Loan Party to the Administrative Agent or the BanksLenders, or any of them, for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, taken as a whole, contained as of the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as modified or supplemented by other information so furnishedof 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 misleading in each case taken as a whole; provided that, with respect to any such statement or information with respect to projected materially misleading. The projections and pro forma financial information or other projected results, contained in the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of the Company Borrower to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There As of the date hereof, there is no fact known to the Company any Loan Party that would reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein 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 Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents, taken as a whole.

Accuracy of Information, etc. No statement or information contained in this Agreement Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or statement furnished by or on behalf of the Company to the Administrative Agent or the Banks, Lenders or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum (as modified or supplemented by other additional information so furnishedprovided to the Lenders), 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 misleading in each case taken as a whole; provided that, with respect to any such statement or information with respect to projected misleading. The projections and pro forma financial information or other projected results, contained in the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of the Company Borrowers to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to the Company any Loan Party that would reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein 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 Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement Agreement, any other Loan Document, the Plan of Reorganization and the disclosure statement related thereto, the Confidential Information Memorandum or any other document, certificate or statement furnished to the Arrangers, the Agents, the Lenders or any of them, by or on behalf of the Company to the Administrative Agent or the Banks, or any of them, Loan Party for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as modified or supplemented by other information so furnishedof 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 misleading in each case taken as a whole; provided that, with respect to any light of the circumstances under which such statement or information with respect to projected statements are made. The projections and pro forma financial information or other projected results, contained in the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of the Company Borrower to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to the Company any Loan Party that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein 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 Arrangers, the Banks Agents or the Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or statement furnished by or on behalf of the Company any Loan Party to the Administrative Agent or the BanksLenders, or any of them, for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as modified of the Closing Date or supplemented by other information so furnishedthe Restatement Effective Date, as the case may be), any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not misleading in each case taken as a whole; provided that, with respect to any such statement or information with respect to projected misleading. The projections and pro forma financial information or other projected results, contained in the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of the Company Borrower to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to the Company any Loan Party that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein 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 Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information (excluding the projections and pro forma financial information referred to below and information of a general economic or general industry nature) contained in this Agreement Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or statement furnished by or on behalf of the Company to the Administrative Agent or the Banks, Lenders or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents when taken as a whole, contained as of the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as modified or supplemented by other information so furnishedof 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 each case taken as a whole; provided that, with respect to any light of the circumstances under which such statement or information with respect to projected statements contained therein. The projections and pro forma financial information or other projected results, contained in the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of the Company Borrowers to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact fact, that such financial information is subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties, that no assurance can be given that the projected results will be realized, and that actual results during the period or periods covered by such projections and financial information may differ significantly from the projected results set forth therein by a material amount. There is no fact known to the Company any Loan Party that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein 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 Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or written statement furnished by or on behalf of the Company any Loan Party to the Administrative Agent or the BanksLenders, or any of them, for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as modified or supplemented by other information so furnishedof 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 misleading in each case therein, when taken as a whole; provided that, with respect to any such statement or information with respect to projected not materially misleading. The projections and pro forma financial information or other projected results, contained in the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of the Company Borrower to be reasonable at the time made, it being recognized by the Banks Administrative Agent and the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to the Company any Loan Party that would reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein 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 Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or The statements and information contained in this Agreement Agreement, any other Loan Document, or any other document, certificate or statement furnished by or on behalf of the Company any Loan Party to the Administrative Agent or the BanksLenders, or any of them, for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, contained taken as a whole, do not contain as of the date such statement, information, document or certificate was so furnished (and as modified or supplemented by other information so furnished)updated from time to time, 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 each case taken as a whole; provided thatlight of the circumstances under which, with respect to any and in light of the purposes for which, such statement or information with respect to projected statements are made. The projections and pro forma financial information or other projected results, contained in the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of the Company Borrower to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ will differ, possibly significantly, from the projected results set forth therein by a material amounttherein, and that no assurance can be given that the projected results will be realized. There is no fact known to the Company any Loan Party that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein herein, in the other Loan Documents, or in any other documents, certificates and statements furnished to the Administrative Agent and the Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement Agreement, any other Loan Document, the August 1998 Confidential Information Memorandum or any other document, certificate or statement furnished by or on behalf of the Company to the Administrative Agent or the BanksLenders, or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished (or in the case of the August 1998 Confidential Information Memorandum, as modified or supplemented by other information so furnishedof 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 misleading in each case taken as a whole; provided that, with respect to any such statement or information with respect to projected misleading. The projections and pro forma financial information or and other projected results, estimates and opinions contained in the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of the Company Parent Borrower to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to the Company any Loan Party that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein herein, in the other Loan Documents, in the August 1998 Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Administrative Agent and the Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in None of this Agreement Agreement, any other Loan Document, the Confidential Information Memorandum, the Form 10 Filing or any other document, certificate certificate, information or statement furnished to the Administrative Agent, the Canadian Administrative Agent or the Lenders or any of them, by or on behalf of the Company to the Administrative Agent or the Banks, or any of them, Loan Party for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as modified or supplemented by other information so furnishedof the date of this Agreement), any untrue statement of a material fact or or, all such material taken as a whole, omitted to state a material fact necessary in order to make the statements contained herein or therein not misleading in each case taken as a whole; provided that, with respect to any such statement or information with respect to projected misleading. The projections and pro forma financial information or other projected results, contained in the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of the Company to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to the Company that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein herein, in the other Loan Documents, in the Confidential Information Memorandum, the Form 10 Filing or in any other documents, certificates and statements furnished to the Administrative Agent and the Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No After giving effect to the Chapter 11 Plan, as of the Substantial Consummation Date, no statement or information contained in this Agreement Agreement, any other Loan Document, the Restructuring Term Sheet, the Chapter 11 Plan, or any other document, certificate or statement furnished by or on behalf of the Company to the Administrative Agent or the Banks, Lenders or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, when taken as a whole, contained as of the date such statement, information, document or certificate was so furnished (as modified or supplemented by other information so 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 misleading in each case taken as a whole; provided that, with respect to any such statement or information with respect to projected misleading. The projections and pro forma financial information or other projected results, contained in the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of the Company Borrower to be reasonable at the time made, it being recognized by the Banks Lenders and the Agents that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to the Company any Loan Party (without any duty to investigate) that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein herein, in the other Loan Documents, in the Restructuring Term Sheet, the Chapter 11 Plan or in any other documents, certificates and statements furnished to the Administrative Agent Agents and the Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. (a) No statement or information contained in this Agreement Agreement, any other Loan Document or any other document, certificate or written statement furnished by or on behalf of the Company any Loan Party to the Administrative Agent or the BanksLenders, or any of them, for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished (as modified or supplemented by other information so 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 misleading in each case therein, when taken as a whole, not materially misleading in light of the circumstances under which such statements were made; provided that, that with respect to any such statement or information with respect to projected projections and pro forma financial information or other projected resultscontained in the materials referenced above, the Company represents only that such information was prepared based upon good faith estimates and assumptions believed by management of the Company to be reasonable at the time made, it being recognized by the Banks Administrative Agent and the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to the Company any Loan Party that would reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein herein, in the other Loan Documents, in the Exchange Act Report or in any other documents, certificates and statements furnished to the Administrative Agent and the Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement Agreement, any other Loan Document, the Confidential Information Memorandum, the Form 10 Registration Statement or any other document, certificate or statement furnished by or on behalf of the Company to the Administrative Agent or the Banks, Lenders or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated -43- 49 by this AgreementAgreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as modified or supplemented by other information so furnishedof 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 misleading in each case taken as a whole; provided that, with respect to any such statement or information with respect to projected misleading. The projections and pro forma financial information or other projected results, contained in the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of the Company Borrower to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to the Company any Loan Party that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein herein, in the other Loan Documents, in the Confidential Information Memorandum, in the Form 10 Registration Statement or in any other documents, certificates and statements furnished to the Administrative Agent Agents and the Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents, including, without limitation, any notice delivered pursuant to Section 5.7.

Accuracy of Information, etc. No statement or information ----------------------------- contained in this Agreement Agreement, any other Loan Document, the Confidential Information Memorandum or any other written document, certificate or statement furnished by or on behalf of the Company to the Administrative Agent or the Banks, Lenders or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as modified or supplemented by other information so furnishedof the Second Amendment and Restatement Effective 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 misleading in each case taken as a whole; provided that, with respect to any such statement or information with respect to projected misleading. The projections and pro --- forma financial information or other projected results, contained in the Company represents only that such information was materials referenced above are ----- based upon good faith estimates and assumptions believed by management of the Company Borrower to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact actually known to the Company any Loan Party that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein 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 Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or statement furnished to the Arranger, any Agent or any Lender by or on behalf of the Company to the Administrative Agent or the Banks, Borrower or any of them, its Subsidiaries for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as modified or supplemented by other information so furnishedof 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 misleading in each case taken as a whole; provided that, with respect to any such statement or information with respect to projected misleading. The projections and pro forma financial information or other projected results, contained in the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of the Company Borrower to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to the Company Borrower or any of its Subsidiaries that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein 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 Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information (excluding the projections and pro forma financial information referred to below and information of a general economic or general industry nature) contained in this Agreement Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or statement furnished by or on behalf of the Company to the Administrative Agent or the Banks, Lenders or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents when taken as a whole, contained as of the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as modified or supplemented by other information so furnishedof 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 each case taken as a whole; provided that, with respect to any light of the circumstances under which such statement or information with respect to projected statements contained therein. The projections and pro forma financial information or other projected results, contained in the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of the Company Borrower to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact fact, that such financial information is subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties, that no assurance can be given that the projected results will be realized, and that actual results during the period or periods covered by such projections and financial information may differ significantly from the projected results set forth therein by a material amount. There is no fact known to the Company any Loan Party that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein 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 Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. (a) No statement or information contained or incorporated by reference in this Agreement or any other the Lender Presentation, no document, certificate or written statement and no statement formally presented by representatives of the Company in due diligence or other lender meetings (other than, in each case, any projections, pro forma information, forward-looking statements and information of a general economic or industry nature), taken as a whole, furnished by or on behalf of the Company or any other Credit Party to the Administrative Agent or the Banks, or any of them, Lenders for use in connection with the transactions contemplated by this AgreementAgreement or the other Credit Documents, contained as of the date such statementstatement or information contained in the Lender Presentation or such other document, information, document certificate or certificate statement was so furnished (or, in the case of information incorporated by reference in the Lender Presentation that was filed with the SEC, as modified or supplemented by other information so furnished), 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 therein, in light of the circumstances in which they were made, not misleading in each case taken as a whole; provided that, with respect to any such statement or information with respect to projected misleading. Any projections and pro forma financial information or other projected results, contained in the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of the Company to be reasonable at the time made, it being recognized by the Banks Administrative Agent and the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to the Company or any other Credit Party that would reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein herein, in the other Credit Documents or in the Lender Presentation or any other documents, certificates and written statements furnished to the Administrative Agent and the Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Credit Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or statement furnished to the Arrangers, the Agents, the Managers or the Lenders or any of them, by or on behalf of the Company to the Administrative Agent or the Banks, Completion Guarantor or any of them, Loan Party for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as modified or supplemented by other information so furnishedof 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 misleading in each case taken as a whole; provided that, with respect to any such statement or information with respect to projected misleading. The projections and pro forma financial information or other projected resultscontained in the materials referenced above (including, without limitation, the Company represents only that such information was Projections) are based upon good faith estimates and assumptions believed by management of the Company Borrower to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is are no fact facts known to the Company Completion Guarantor or any Loan Party that would could, individually or collectively, reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein 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, the Managers and the Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information (other than projections, parent-only financial statements and pro forma information) contained in this Agreement Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or statement furnished by or on behalf of the Company Borrower to the Administrative Agent or the BanksLenders, or any of them, for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as modified or supplemented by other information so furnishedof 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 misleading in each case when taken as a whole; provided that. The projections, with respect to any such statement or information with respect to projected parent-only financial statements and pro forma financial information or other projected results, contained in the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of the Company Borrower to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to the Company Borrower that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein herein, in the other Loan Documents, in the Confidential Information Memorandum (including any attachments thereto) or in any other documents, certificates and statements furnished to the Administrative Agent and the Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement Agreement, any other Loan Document, the Lender Presentation or any other document, certificate or written statement furnished by any Loan Party or on behalf other statement made or furnished by a Responsible Officer of the Company any Loan Party, in each case to the Administrative Agent or the BanksLenders, or any of them, for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished (or, in the case of the Lender Presentation, as modified or supplemented by other information so furnishedof 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 misleading in each case taken as a whole; provided that, with respect to any such statement or information with respect to projected financial information or other projected resultsmisleading. As of the date hereof, the Company represents only that such information was based upon good faith estimates representations and assumptions believed by management of warranties contained in the Company to be reasonable at the time made, it being recognized by the Banks that such information as it relates to future events is not to be viewed as fact Acquisition Documentation are true and that actual results during the period or periods covered by such information may differ from the projected results set forth therein by a correct in all material amountrespects. There is no fact known to the Company any Loan Party that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein herein, in the other Loan Documents, in the Lender Presentation or in any other documents, certificates and statements furnished to the Administrative Agent and the Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or statement furnished to the Arranger, the Administrative Agent, the Syndication Agent, the Documentation Agent, the Lenders or the Bankruptcy Court or any of them, by or on behalf of the Company to the Administrative Agent or the Banks, Holdings or any of them, its Subsidiaries for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as modified or supplemented by other information so furnishedof 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 misleading in each case taken as a whole; provided that, with respect to any such statement or information with respect to projected misleading. The projections and pro forma financial information or other projected results, contained in the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of the Company Borrowers to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ materially from the projected results set forth therein by a material amounttherein. There is no fact known to the Company any of its Subsidiaries that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein 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 Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or statement furnished by or on behalf of the Company any Loan Party to the Administrative Agent or the BanksRevolving Lenders, or any of them, for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as modified or supplemented by other information so furnishedof the Effective 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 misleading in each case therein, when taken as a whole; provided thatwhole and in conjunction with TWTC’s public filings and disclosures, with respect to any such statement or information with respect to projected financial information or other projected results, not misleading. The projections contained in the Company represents only that such information was materials referenced above were based upon good faith estimates and assumptions believed by management of the Company TWTC to be reasonable at the time made, it being recognized by the Banks Revolving Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There As of the Effective Date, there is no fact known to the Company any Loan Party that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein herein, in TWTC’s public filings and disclosures, in the other Loan Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished prior to the Effective Date by or on behalf of any Loan Party to the Administrative Agent and the Banks Revolving Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information ---------------------------- contained in this Agreement Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or statement furnished by or on behalf of the Company any Loan Party to the Administrative Agent or the BanksLenders, or any of them, for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as modified or supplemented by other information so furnishedof 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 misleading misleading, in each case taken as a whole; provided that, with respect to any where such statement material misstatement or information with respect to projected omission could adversely affect the rights or interests of the Lenders. The projections and pro forma financial information or other projected results, contained in the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of the Company Borrower to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to the Company any Loan Party that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein 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 Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or statement furnished by or on behalf of the Company any Loan Party to the Administrative Agent or the BanksLenders, or any of them, for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as modified or supplemented by other information so furnishedof 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 each case light of the circumstances under which such statements are made, taken as a whole; provided that, with respect to any such statement or information with respect to projected . The projections and pro forma financial information or other projected results, contained in the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of the Company Borrower to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to the Company any Loan Party that would reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein herein, in Holdings’ SEC filings, 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 Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement Agreement, any other Loan Document or any other document, certificate or other statement furnished in writing by or on behalf of the Company any Loan Party to the Administrative Agent or the BanksLenders, or any of them, for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished (furnished, when taken as modified or supplemented by other information so furnished)a whole, any untrue statement of a material fact or omitted omittedomits 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 statement, information, document or certificate was furnished (in each case taken as a whole; provided thatcase, with respect to any such statement or information with respect to projected financial information or other projected results, unless waived by the Company represents only that such information was Administrative Agent and the Required Lenders in their sole discretion). The projections contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Company Borrower to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to the Company any Loan Party that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein herein, in the other Loan Documents or in any other documents, certificates and statements furnished to the Administrative Agent and the Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement Agreement, any other Loan Document, or any other document, certificate or written statement furnished to the Administrative Agent, the Issuing Banks or the Lenders or any of them, by or on behalf of the Company to the Administrative Agent or the Banks, or any of them, Loan Party for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, when taken as a whole, contained as of the date such statement, information, document or certificate was so furnished (as modified or supplemented by other information so furnished), any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein therein, in the light of the circumstances under which they were made, not misleading in each case taken as a whole; provided that, with respect to any such statement or information with respect to projected materially misleading. The projections and pro forma financial information or other projected results, contained in the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of the Company Borrower to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to the Company that would reasonably be expected to have a Material Adverse Effect that The Borrower has not been expressly disclosed herein or in any other documents, certificates and statements furnished to the Administrative Agent and the Banks for use Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Restricted Subsidiaries is subject, and all other matters known to it, that could reasonably be expected to have, individually or in connection with the transactions contemplated herebyaggregate, a Material Adverse Effect. As of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

Accuracy of Information, etc. No statement or information contained in this Agreement Agreement, any other Loan Document, the Company Presentation or any other document, certificate or statement (excluding any projections, proforma financial information or estimates) furnished by or on behalf of the Company any Loan Party to the Administrative Agent or the BanksLenders, or any of them, for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, taken as a whole, contained as of the date such statement, information, document or certificate was so furnished (or, in the case of the Company Presentation, as modified or supplemented by other information so furnishedof the Closing 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 misleading in each case taken as a whole; provided that, with respect to any such statement or information with respect to projected misleading. The projections and pro forma financial information or other projected results, contained in the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of the Company Borrower to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There As of the Closing Date, there is no fact known to any Loan Party that could, individually or in the Company that would aggregate, reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein herein, in the other Loan Documents, in the Company Presentation or in any other documents, certificates and statements furnished to the Administrative Agent and the Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in None of this Agreement Agreement, any other Loan Document, the Confidential Information Memorandum, the Form 10 Filing or any other document, certificate certificate, information or statement furnished by or on behalf of the Company to the Administrative Agent or the Banks, Lenders or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as modified or supplemented by other information so furnishedof the date of this Agreement), 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 misleading in each case taken as a whole; provided that, with respect to any such statement or information with respect to projected misleading. The projections and pro forma financial information or other projected results, contained in the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of the Company to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to the Company that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein herein, in the other Loan Documents, in the Confidential Information Memorandum, in the Form 10 Filing or in any other documents, certificates and statements furnished to the Administrative Agent and the Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or (a) The statements and information contained in this Agreement Agreement, any other Loan Document, or any other document, certificate or statement furnished by or on behalf of the Company any Loan Party to the Administrative Agent or the BanksLenders, or any of them, for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, contained taken as a whole, do not contain as of the date such statement, information, document or certificate was so furnished (and as modified or supplemented by other information so furnished)updated from time to time, 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 each case taken as a whole; provided thatlight of the circumstances under which, with respect to any and in light of the purposes for which, such statement or information with respect to projected statements are made. The projections and pro forma financial information or other projected results, contained in the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of the Company Operating Partnership to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ will differ, possibly significantly, from the projected results set forth therein by a material amounttherein, and that no assurance can be given that the projected results will be realized. There is no fact known to the Company any Loan Party that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein herein, in the other Loan Documents, or in any other documents, certificates and statements furnished to the Administrative Agent and the Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No written statement or information contained in this Agreement Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or written statement furnished by or on behalf of the Company to the Administrative Agent or the Banks, Lenders or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as modified or supplemented by other information so furnishedof 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 misleading in each case therein, taken as a whole; provided that, with respect to any such statement or information with respect to projected not materially misleading in light of the circumstances under which made. The projections and pro forma financial information or other projected results, contained in the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of the Company Borrower to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There As of the Closing Date, there is no fact known to the Company any Loan Party that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein 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 Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No written statement or information contained in this Agreement Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or statement furnished by or on behalf of the Company any Loan Party (other than projections and pro forma financial information) to the Administrative Agent or the BanksLenders, or any of them, for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, when taken as a whole, contained as of the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as modified or supplemented by other information so furnishedof 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 misleading in each case taken as a whole; provided that, with respect to any such statement or information with respect to projected material respect. The projections and pro forma financial information or other projected results, contained in the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of the Company Borrower to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There As of the Closing Date, there is no fact known to the Company any Loan Party that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein 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 Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement Loan Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or statement furnished to the Arrangers, the Collateral Agent or the Lenders or any of them, by or on behalf of the Company to the Administrative Agent or the Banks, Completion Guarantor or any of them, Loan Party for use in connection with the transactions contemplated by this AgreementLoan Agreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as modified or supplemented by other information so furnishedof the date of this Loan 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 misleading in each case taken as a whole; provided that, with respect to any such statement or information with respect to projected misleading. The projections and pro forma financial information or other projected resultscontained in the materials referenced above (including, without limitation, the Company represents only that such information was Projections) are based upon good faith estimates and assumptions believed by management of the Company Borrower to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is are no fact facts known to the Company Valvino or any Loan Party that would could, individually or collectively, reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein herein, in the other Loan Documents, in the Confidential Information Memorandum or in any other documents, certificates and written statements furnished to the Administrative Arrangers, the Collateral Agent and the Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information (excluding projections and pro forma financial information) contained in this Agreement Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or statement furnished by or on behalf of the Company any Loan Party in writing to the Administrative Agent or the BanksLenders, or any of them, for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, contained as of the date this Agreement, the other Loan Documents or such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as modified or supplemented by other information so furnishedof the Restatement Effective 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 misleading in each case taken as a whole; provided that, with respect to any such statement or information with respect to projected misleading. The projections and pro forma financial information or other projected results, contained in the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of the Company Borrower to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There As of the date hereof, there is no fact known to the Company any Loan Party that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein herein, in the other Loan Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished in writing to the Administrative Agent and the Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or statement furnished by or on behalf of the Company any Loan Party to the Administrative Agent or the BanksLenders, or any of them, for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, taken as a whole, contained as of the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as modified or supplemented by other information so furnishedof 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 therein, in respect of the circumstances under which they were made, not misleading in each case taken as a wholeof the date made or deemed made; provided thatprovided, that with respect to any such statement or information with respect to projected the projections and pro forma financial information or other projected resultscontained in the materials referenced above, the Company only represents only that such information was they are based upon good faith estimates and assumptions believed by management of the Company to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to any Loan Party (other than the future impact of generally known industry-wide risks normally associated with the type of business conducted by the Company and its Subsidiaries) that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein 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 Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or statement furnished to the Arranger, the Agents or the Lenders or any of them, by or on behalf of the Company to the Administrative Agent or the Banks, Borrower or any of them, its Subsidiaries for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as modified or supplemented by other information so furnishedof 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 misleading in each case taken as a whole; provided that, with respect to any such statement or information with respect to projected misleading. The projections and pro forma financial information or other projected results, contained in the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of the Company Borrower to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to the Company Borrower or any of its Subsidiaries that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein 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 Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or written statement furnished by or on behalf of the Company any Loan Party to the Administrative Agent or the BanksLenders, or any of them, for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as modified or supplemented by other information so furnishedof 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 misleading in each case taken as a whole; provided that, with respect to any such statement or information with respect to projected light of the circumstances under which they were made. The projections and pro forma financial information or other projected results, contained in the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of the Company Borrower to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to To the Company that would reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein or Borrower’s knowledge, as of the date hereof, the representations and warranties contained in any other documents, certificates the Acquisition Documentation are true and statements furnished to the Administrative Agent and the Banks for use correct in connection with the transactions contemplated herebyall material respects.

Accuracy of Information, etc. No statement or information contained in this Agreement Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or statement furnished by or on behalf of the Company any Loan Party to the Administrative Agent or the BanksLenders, or any of themthem (as modified or supplemented by other information so furnished), for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as modified or supplemented by other information so furnishedof the date of this Agreement), any untrue statement of a material fact or omitted (when taken as a whole) 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 misleading in each case taken as a whole; provided that, with respect to any such statement or information with respect to projected light of the circumstances in which the same were made. The projections and pro forma financial information or other projected results, contained in the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of the Company Borrower to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. As of the date hereof, the representations and warranties contained in the Acquisition Documentation are true and correct in all material respects. There is no fact known to the Company any Loan Party (other than matters of a general economic nature) that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein 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 Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement Agreement, any other Loan Document or any other document, certificate or statement furnished by or on behalf of the Company any Loan Party to the Administrative Agent or the Banks, or any of themLenders, for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, taken as a whole with all other documents, certificates or statements furnished prior to or contemporaneously therewith, contained as of the date such statement, information, document or certificate certificates was so furnished (as modified or supplemented by other information so 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 misleading in each case taken as a wholematerially misleading; provided that, that with respect to any such statement or information with respect to projected the projections and pro forma financial information or other projected results, contained in the Company materials referenced above the Borrower represents only that such information was based upon good faith estimates and assumptions believed by management of the Company Borrower to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is The Borrower has no fact known to the Company knowledge of any matter or occurrence that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein herein, in the other Loan Documents, or in any other documents, certificates and statements furnished to the Administrative Agent and the Banks Lenders for use in connection with the transactions contemplated herebyhereby 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 Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or statement furnished by or on behalf of the Company to the Administrative Agent or the Banks, Lenders or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, taken as a whole, contained as of the date such statement, information, document or certificate was so furnished (as modified or supplemented by other information so furnished), 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 misleading in each case therein, taken as a whole; provided that, with respect to any such statement or information with respect to projected not misleading. The projections and pro forma financial information or other projected results, --- ----- contained in the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of the Company Borrower to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to the Company any Loan Party that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein 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 Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement or any other Loan Document contains any untrue statement of material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading. No statement or information contained in any other document, certificate or statement furnished by or on behalf of the Company any Loan Party to the Administrative Agent or the Banks, Lenders or any of them, for use in connection with the transactions contemplated by this Agreement, Agreement or the other Loan Documents contained as of the date such statement, information, document or certificate was so furnished (as modified or supplemented by other information so furnished), when taken in the aggregate, any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not misleading in each case taken as a whole; provided that, with respect to any such statement or information with respect to projected misleading. The projections and pro forma financial information or other projected results, contained in the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of Holdings and the Company Borrower to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to any Loan Party on the Company date hereof that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein herein, in the other Loan Documents or in any other documents, certificates and statements furnished to the Administrative Agent and the Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or statement furnished to the Arranger, any Agent or any Lender by or on behalf of the Company to the Administrative Agent or the Banks, Borrower or any of them, its Subsidiaries for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as modified or supplemented by other information so furnishedof 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 misleading in each case taken as a whole; provided that, with respect to any such statement or information with respect to projected misleading. The projections and pro forma financial information or other projected results, contained in the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of the Company Borrower to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to the Company Borrower or any of its Subsidiaries that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein herein, in the other Loan Documents, in the Confidential -47- Information Memorandum or in any other documents, certificates and written statements furnished to the Administrative Agent Arranger, the Agents and the Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement Agreement, any other Loan Document, the Confidential Information Memorandum or in any other document, certificate or statement furnished by or on behalf of the Company any Loan Party to the Administrative Agent or the BanksLenders, or any of them, for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents contained, contained as of the date such statement, information, document or certificate was so furnished (or, in the case of this Agreement (including all schedules and exhibits hereto) and the Confidential Information Memorandum, as modified or supplemented by other information so furnished), of the date of this Agreement and as of the Closing 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 misleading misleading. The projections contained in each case taken as a whole; provided that, with respect to any such statement or information with respect to projected financial information or other projected results, the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of the Company Borrower and the Guarantors to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to the Company any Loan Party that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein herein, in the other Loan Documents, in the Confidential Information Memorandum or in any other documentsdocument, certificates and statements certificate or statement furnished by or on behalf of any Loan Party to the Administrative Agent and the Banks for use in connection with Lenders pursuant to the transactions contemplated herebyLoan Documents.

Accuracy of Information, etc. No statement or information ---------------------------- contained in this Agreement Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or statement furnished by or on behalf of the Company any Loan Party to the Administrative Agent or the BanksLenders, or any of them, for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as modified or supplemented by other information so furnishedof 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 therein, in light of the circumstances in which they were made, not misleading in each case taken as a whole; provided that, with respect to any such statement or information with respect to projected misleading. The projections and pro --- forma financial information or other projected results, contained in the Company represents only that such information was materials referenced above are ----- based upon good faith estimates and assumptions believed by management of the Company Parent Borrower and the Subsidiary Borrower to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. As of the date hereof, the representations and warranties contained in the Acquisition Documentation are true and correct in all material respects. There is no fact known to the Company any Loan Party that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein 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 Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or written statement furnished by or on behalf of the Company any Loan Party to the Administrative Agent or the BanksLenders, or any of them, for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished (as modified or supplemented by other information so 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 misleading in each case therein, when taken as a whole, not materially misleading in light of the circumstances under which such statements were made; provided that, that with respect to any such statement or information with respect to projected projections and pro forma financial information or other projected resultscontained in the materials referenced above, the Company Borrower represents only that such information was prepared based upon good faith estimates and assumptions believed by management of the Company Borrower to be reasonable at the time made, it being recognized by the Banks Administrative Agent and the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to the Company any Loan Party that would reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein 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 Banks Lenders for use in connection with the transactions contemplated herebyhereby 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 or Agreement, any other documentLoan Document, or to the best of NSP's knowledge, any other document or written certificate or statement furnished by or on behalf of any Loan Party to the Company to Syndication Agent, the Administrative Agent or the BanksLenders, or any of them, pursuant to the Existing Credit Agreement or the Loan Documents or at the request of Fleet Securities, Inc. and/or CIBC World Markets Corp., as Co-Lead Arrangers and Joint Bookrunners, for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, taken as a whole, contained as of the date this Agreement or such other Loan Document was delivered or such statement, information, document or certificate was so furnished (as modified or supplemented by other information so 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 misleading in each case therein, taken as a whole; provided that, with respect to not misleading in any such statement or information with respect to projected material respect. The projections and pro forma financial information or other projected results, contained in the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of the Company NSP to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to the Company any Loan Party that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein herein, in the other Loan Documents or in any other documents, certificates and statements furnished to the Syndication Agent, the Administrative Agent and the Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement Agreement, any other Loan Document or any other document, certificate or statement furnished by or on behalf of the Company any Loan Party to the Administrative Agent or the BanksLenders, or any of them, for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, when taken as a whole (after giving effect to any updates by the Borrower), contained as of the date such statement, information, document or certificate was so furnished (as modified or supplemented by other information so 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 misleading in each case therein, when taken as a whole; provided that, with respect whole (after giving effect to any such statement or information with respect to projected updates by the Borrower), not materially misleading. The projections and pro forma financial information or other projected results, contained in the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of the Company Borrower to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to the Company any Loan Party that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein herein, in the other Loan Documents or in any other documents, certificates and statements furnished to the Administrative Agent and the Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No written statement or information contained in this Agreement Agreement, any other Loan Document or any other document, certificate or statement (and all formally presented information, such as information presented as part of any due diligence call or official lender meeting) furnished by or on behalf of the Company any Loan Party to the Administrative Agent or the BanksLenders, or any of them, for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished (furnished, and taken as modified a whole with all other such statements and instruments then or supplemented by other information so theretofore 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 misleading in each case taken as a whole; provided that, with respect to any such statement or information with respect to projected misleading. The projections and pro forma financial information or other projected results, contained in the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of the Company Borrower to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to the Company any Loan Party that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein herein, in the other Loan Documents or in any other documents, certificates and statements furnished to the Administrative Agent and the Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement Agreement, any other Loan Document or any other document, certificate or statement furnished to the Agent or the Lenders or any of them, by or on behalf of the Company to the Administrative Agent or the Banks, or any of them, Loan Party for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished (furnished, considering each in the context in which it was made and taken as modified or supplemented by a whole with all other statements and information so furnished)provided, 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 therein, in light of the circumstances in which made, not misleading in each case taken misleading; PROVIDED that the Borrower's representation and warranty as a whole; provided that, with respect to any such statement or information with respect to projected the projections and PRO FORMA financial information or other projected results, contained in the Company represents only that such information was materials referenced above is based upon good faith estimates and assumptions believed by management of the Company Borrower to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and fact, that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amountamount and that no assurance can be given that such projected results will be realized. There is no fact known to the Company any Loan Party that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein herein, in the other Loan Documents or in any other documents, certificates and statements furnished to the Administrative Agent and the Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information ----------------------------------- contained in this Agreement Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or written statement furnished by any Loan Party or on behalf other statement made or furnished by a Responsible Officer of the Company any Loan Party, in each case to the Administrative Agent or the BanksLenders, or any of them, for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as modified or supplemented by other information so furnishedof 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 misleading in each case taken as a whole; provided that, with respect to any such statement or information with respect to projected misleading. The projections and pro forma financial information or other projected results, contained in the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of the Company Borrower to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to the Company any Loan Party that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein 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 Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, written certificate or written statement furnished by or on behalf of the Company any Loan Party to the Administrative Agent or the BanksLenders, or any of them, for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, contained taken as a whole with all other certificates, documents and written statements furnished prior to or substantially contemporaneously therewith, contained, as of the date such statement, information, written document or written certificate was so furnished (or, in the case of the Confidential Information Memorandum, as modified or supplemented by other information so furnishedof the date of this Agreement), any untrue statement of a material fact or omitted to state a material fact known to the Borrower and necessary to make the statements contained herein or therein therein, in light of the circumstances under which they were or will be made not misleading in each case taken as a wholemisleading; provided that, with respect to any such statement or information with respect to projected projections and pro forma financial information or other projected results, contained in the Company materials referenced above the Borrower represents only that such information was prepared in good faith based upon good faith estimates and assumptions believed by management of the Company Borrower to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact As of the Closing Date, the Borrower has disclosed to the Lenders all facts known to the Company it that would reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein or in any other documents, certificates and statements furnished to the Administrative Agent and the Banks for use in connection with the transactions contemplated herebyEffect.

Accuracy of Information, etc. No statement or information contained in this Agreement Agreement, any other Loan Document, the Lender Presentation or any other document, certificate or statement furnished by or on behalf of the Company any Loan Party to the Administrative Agent or the BanksRevolving Lenders, or any of them, for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished (or, in the case of the Lender Presentation, as modified or supplemented by other information so furnishedof the Closing 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 misleading in each case therein, when taken as a whole; provided thatwhole and in conjunction with TWTC’s public filings and disclosures, with respect to any such statement or information with respect to projected financial information or other projected results, not misleading. The projections contained in the Company represents only that such information was materials referenced above were based upon good faith estimates and assumptions believed by management of the Company TWTC to be reasonable at the time made, it being recognized by the Banks Revolving Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There As of the Closing Date, there is no fact known to the Company any Loan Party that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein herein, in TWTC’s public filings and disclosures, in the other Loan Documents, in the Lender Presentation or in any other documents, certificates and statements furnished prior to the Closing Date by or on behalf of any Loan Party to the Administrative Agent and the Banks Revolving Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or statement furnished to the Administrative Agent, the Arrangers, the Agents or the Lenders or any of them, by or on behalf of the Company to the Administrative Agent or the Banks, or any of them, Loan Party for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents (other than the projections and information described in the immediately succeeding sentence), contained as of the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as modified or supplemented by other information so furnishedof 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 misleading under the circumstances in each case taken as a whole; provided that, with respect to any such statement which made or information with respect to projected furnished. The projections and pro forma financial information or other projected results, contained in the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of the Company US Borrower to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to the Company any Loan Party that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein herein, in the other Loan Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Administrative Agent Arrangers, the Agents and the Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information (excluding the projections and pro forma financial information referred to below and information of a general economic or general industry nature) contained in this Agreement Agreement, any other Loan Document or any other documentreport or certificate furnished to the Agent or the Lenders or any of them, certificate or statement furnished by or on behalf of the Company to the Administrative Agent or the Banks, or any of them, Loan Party for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents when taken as a whole, contained as of the date such statement, information, document or certificate was so furnished (as modified or supplemented by other information so furnished), 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 each case taken as a whole; provided that, with respect to any light of the circumstances under which such statement or information with respect to projected statements contained therein. The projections and pro forma financial information or other projected results, contained in the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of the Company Borrower to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events events, including the 94 DB1/ 123795142.13 Financial Performance Projections, is not to be viewed as fact fact, that such financial information is subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties, that no assurance can be given that the projected results will be realized, and that actual results during the period or periods covered by such projections and financial information may differ significantly from the projected results set forth therein by a material amount. There is no fact known to the Company any Loan Party that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein herein, in the other Loan Documents or in any other documents, certificates and statements furnished to the Administrative Agent and the Banks Lenders for use in connection with the transactions contemplated herebyhereby 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 Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or statement furnished by or on behalf of the Company any Loan Party to the Administrative Agent or the BanksLenders, or any of them, for use in connection with the Transactions or the other transactions contemplated by this AgreementAgreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as modified or supplemented by other information so furnishedof the date of this Agreement), any untrue statement of a material fact fact, or omitted to state a material fact necessary to make the statements contained herein or therein not misleading in each case therein, taken as a whole; provided that, with respect to any such statement or information with respect to projected not misleading. The projections and pro forma financial information or other projected results, contained in the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of the Company Borrower to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There As of the date hereof, there is no fact known to the Company any Loan Party that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein 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 Banks Lenders for use in connection with the Transactions or the other transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information (other than projections, if any, and pro forma information) contained in this Agreement Agreement, any other Loan Document, the Information Memorandum or any other document, certificate or statement furnished by or on behalf of the Company Borrower to the Administrative Agent or the BanksLenders, or any of them, for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished (or, in the case of the Information Memorandum, as modified or supplemented by other information so furnishedof 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 misleading in each case when taken as a whole; provided that. The projections, with respect to any such statement or information with respect to projected if any, and pro forma financial information or other projected results, contained in the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of the Company Borrower to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to the Company Borrower that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein herein, in the other Loan Documents, in the Information Memorandum (including any attachments thereto), the Specified Exchange Act Filings or in any other documents, certificates and statements furnished to the Administrative Agent and the Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or All written information contained in this Agreement Agreement, any other Loan Document or any other document, certificate or statement furnished by or on behalf of the Company any Loan Party to the Administrative Agent or the BanksLenders, or any of them, for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents on or prior to the ClosingSecond Amendment Effective Date, contained as other than projections and information of the date such statementa general economic or industry nature, informationwas, document or certificate was so furnished (as modified or supplemented by other information so when furnished), complete and correct in all material respects and did not, when furnished, 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 misleading in each case taken as a whole; provided that, with respect to any light of the circumstances under which such statement statements were or information with respect to projected financial information or other projected results, are made. The projections contained in the Company represents only that such information was materials referenced above were prepared in good faith based upon good faith estimates and reasonable assumptions believed by management of the Company to be reasonable at the time made, it being recognized by the Banks Lenders that such information as it relates to future events is projections are not to be viewed as fact facts and that actual results during the period or periods covered by any such information projections may differ from the projected results set forth therein by a material amountresults, and such differences may be material. There is no fact known to any Loan Party as of the Company ClosingSecond Amendment Effective Date that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein herein, in the other Loan Documents or in any other documents, certificates and statements furnished to the Administrative Agent and the Banks Lenders on or prior to the ClosingSecond Amendment Effective Date for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement Agreement, any other Loan Document, the Confidential Information Memorandum or any other documentreport, exhibit, schedule, certificate or financial statement furnished by or on behalf of the Company any Loan Party to the Administrative Agent or the BanksLenders, or any of them, for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, contained as of the date such statementreport, informationexhibit, document schedule, certificate or certificate financial statement was so furnished (or, in the case of the Confidential Information Memorandum, as modified or supplemented by other information so furnishedof the date of this Agreement), any untrue statement of a material fact or or, to the knowledge of Holdings and the Borrowers, omitted to state a material fact necessary to make the statements contained herein or therein not misleading in each case taken as a whole; provided that, with respect to any such statement or information with respect to projected materially misleading. The projections and pro forma financial information or other projected results, contained in the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of the Company Holdings to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to the Company any Loan Party that would reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein 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 Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement Agreement, any other Loan Document or any other document, certificate or statement furnished by or on behalf of the Company any Loan Party to the Administrative Agent Agent, the Arranger or the BanksLenders, or any of them, for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished (as modified or supplemented by other information so furnished), contains any untrue statement of a material fact or omitted to state a omits any material fact necessary to make the statements contained herein or therein not misleading in each case taken as a whole; provided that, with respect to any such statement or information with respect to projected misleading. The projections and pro forma financial information or other projected results, contained in the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of the Company to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no As of the date hereof, the representations and warranties contained in the Lease/Purchase Documentation are true and correct in all material respects. No Loan Party has knowledge of any fact known to the Company that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein herein, in the other Loan Documents or in any other documents, certificates and statements furnished to the Administrative Agent and the Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement Loan Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or statement furnished to the Arrangers, the Collateral Agent or the Lenders or any of them, by or on behalf of the Company to the Administrative Agent or the Banks, Completion Guarantor or any of them, Loan Party for use in connection with the transactions contemplated by this AgreementLoan Agreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as modified or supplemented by other information so furnishedof the date of this Loan 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 misleading in each case taken as a whole; provided that, with respect to any such statement or information with respect to projected misleading. The projections and pro forma financial information or other projected resultscontained in the materials referenced above (including, without limitation, the Company represents only that such information was Projections) are based upon good faith estimates and assumptions believed by management of the Company Borrower to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to the Company Valvino or any Loan Party that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein herein, in the other Loan Documents, in the Confidential Information Memorandum or in any other documents, certificates and written statements furnished to the Administrative Arrangers, the Collateral Agent and the Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement Agreement, any other Loan Document or any other document, certificate or statement furnished by or on behalf of the Company any Loan Party to the Administrative Agent or the BanksLenders, or any of them, for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, when taken as a whole, contained as of the date such statement, information, document or certificate was so furnished (as modified or supplemented by other information so 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 misleading in each case (when taken as a whole; provided that), with respect to any such statement or information with respect to projected in the light of the circumstances under which they were made, not misleading. The projections and pro forma financial information or other projected results, contained in the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of the Company Borrower to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to the Company any Loan Party that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein herein, in the other Loan Documents or in any other documents, certificates and statements furnished to the Administrative Agent and the Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No (i) written statement or information (other than projections and pro forma financial information and information of a general economic or industry nature) contained in this Agreement or any other Loan Document, or (ii) any other document, certificate or written statement furnished by or on behalf of the Company any Loan Party to the Administrative Agent Lender or the Banks, or any of them, its designees for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, contained as of the date of such statement, information, document or certificate was so furnished (furnished, taken as modified or supplemented by other information so furnished)a whole, any untrue statement misstatement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein therein, in light of the circumstances under which they were made, not misleading as of the date so furnished in each case taken as a whole; provided that, with any material respect (giving effect to any such statement or information with respect to projected all supplements and updates thereto). The projections and pro forma financial information or other projected results, contained in the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of the Company Borrower to be reasonable at the time made, it being recognized by the Banks Lender that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to the Company any Loan Party that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein herein, in the other Loan Documents or in any other documents, certificates and statements furnished to the Administrative Agent and the Banks Lender or its designee for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or statement furnished to the Administrative Agent or the Lenders or any of them, by or on behalf of the Company to the Administrative Agent or the Banks, or any of them, Borrower for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as modified or supplemented by other information so furnishedof 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 each case taken as a whole; provided that, with respect to any light of the circumstances under which such statement or information with respect to projected statements were made. The projections and pro forma financial information or other projected results, contained in the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of the Company Borrower to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to the Company Borrower concerning the Borrower, the General Partner, MMP or its Subsidiaries, or its or their respective Properties, business or condition (financial or otherwise) that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein herein, in the other Loan Documents, in the Confidential Information Memorandum, in MMP’s SEC filings or in any other documents, certificates and statements furnished to the Administrative Agent Agents and the Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information (other than projections and pro forma information) contained in this Agreement Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or statement furnished by or on behalf of the Company Borrower to the Administrative Agent or the BanksLenders, or any of them, for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as modified or supplemented by other information so furnishedof 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 misleading in each case when taken as a whole; provided that, with respect to any such statement or information with respect to projected . The projections and pro forma financial information or other projected results, contained in the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of the Company Borrower to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to the Company Borrower that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein herein, in the other Loan Documents, in the Confidential Information Memorandum (including any attachments thereto) or in any other documents, certificates and statements furnished to the Administrative Agent and the Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement Agreement, any other Loan Document, the Confidential Information Memorandum, the Offering Memorandum or any other document, certificate or statement furnished by or on behalf of the Company to the Administrative Agent or the Banks, Lenders or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as modified or supplemented by other information so furnishedof 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 misleading in each case therein, when taken as a whole; provided that, with respect to any such statement or information with respect to projected not misleading. The projections and pro forma financial information or other projected results, contained in the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of the Company Borrowers to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. As of the date hereof, the representations and warranties contained in the Recapitalization Documentation are true and correct in all material respects. There is no fact known to the Company any Loan Party that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein 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 Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or The statements and information contained in this Agreement Agreement, any other Loan Document, the Confidential Information Memorandum, or any other document, certificate or statement furnished by or on behalf of the Company any Loan Party to the Administrative Agent or the BanksLenders, or any of them, for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, contained taken as a whole, do not contain as of the date such statement, information, document or certificate was so furnished (and as modified or supplemented by other information so furnished)updated from time to time, 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 each case taken as a whole; provided thatlight of the circumstances under which, with respect to any and in light of the purposes for which, such statement or information with respect to projected statements are made. The projections and pro forma financial information or other projected results, contained in the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of the Company Borrower to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ will differ, possibly significantly, from the projected results set forth therein by a material amounttherein, and that no assurance can be given that the projected results will be realized. There is no fact known to the Company any Loan Party that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein herein, in the other Loan Documents, the Confidential Information Memorandum, or in any other documents, certificates and statements furnished to the Administrative Agent and the Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information (other than projections and pro forma financial information) contained in this Agreement Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or statement furnished by or on behalf of the Company any Loan Party to the Administrative Agent or the BanksLenders, or any of them, for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as modified or supplemented by other information so furnishedof 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 therein, in light of the circumstances in which they were made not misleading in each case taken as a whole; provided that, with respect to any such statement or information with respect to projected misleading. The projections and pro forma financial information or other projected results, contained in the Company represents only that such information was materials referenced above were based upon good faith estimates and assumptions believed by management of the Company Holdings to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected or pro forma results set forth therein by a material amount. There is no fact known to the Company any Loan Party that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein 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 Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information (other than projections and pro forma financial information) contained in this Agreement Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or statement furnished by or on behalf of the Company to the Administrative Agent or the Banks, Lenders or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished (as modified or supplemented by other information so furnishedgiving effect to any updates and/or supplements which were provided prior to the date of making this representation), 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 misleading in each case taken as a whole; provided that, with respect to any such statement or information with respect to projected misleading. The financial projections and pro forma financial information or other projected results, in the Company represents only that such information was material referenced above are based upon good faith estimates and assumptions believed by management of the Company Borrower to be reasonable at the time made, it being recognized by the Banks Lenders that such information because the projections are based on estimates and assumptions as it relates to future events is not to be viewed as fact events, they are inherently uncertain and that actual results during the period or periods covered by such information projections may differ from the projected results set forth therein by a material amount. There is no fact known to the Company any Loan Party that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein 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 Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information ---------------------------- contained in this Agreement Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or statement furnished by or on behalf of the Company any Loan Party to the Administrative Agent or the BanksLenders, or any of them, for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as modified or supplemented by other information so furnishedof 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 misleading in each case therein, when taken as a whole; provided thatwhole and in conjunction with TWTC's public filings and disclosures, with respect to any such statement or information with respect to projected financial information or other projected results, not misleading. The projections contained in the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of the Company TWTC to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to the Company any Loan Party that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein 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 Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or The statements and information contained in this Agreement or Agreement, the other Loan Documents, the Confidential Information Memorandum (except, in the case of certain financial information contained therein, to the extent superseded by subsequent information delivered to the Lenders prior to the Closing Date) and any other document, certificate or statement furnished by or on behalf of the Company any Loan Party to the Administrative Agent or the BanksLenders, or any of them, for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, contained as of the date such statement, information, document statements and information were or certificate was are so furnished (or, in the case of the Confidential Information Memorandum, as modified or supplemented by other information so furnishedof the date of this Agreement), any untrue statement of a were or are true and correct in all material fact or omitted to state a material fact necessary to make the statements contained herein or therein not misleading in each case taken as a whole; provided that, with respect to any such statement or information with respect to projected respects. Any projections and PRO FORMA financial information or other projected results, contained in the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of the Company Borrower to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. As of the date hereof, the representations and warranties contained in the Loan Documents are true and correct in all material respects. There is no fact known to the Company any Loan Party that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein 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 Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement Agreement, any other Loan Document or the Confidential Information Memorandum contains any untrue statement of material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading. No statement or information contained in any other document, certificate or statement furnished by or on behalf of the Company any Credit Party to the Administrative Agent Agents or the BanksLenders, or any of them, for use in connection with the transactions contemplated by this Agreement, Agreement or the other Loan Documents contained as of the date such statement, information, document or certificate was so furnished (as modified or supplemented by other information so furnished), when taken in the aggregate, any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not misleading in each case taken as a whole; provided that, with respect to any such statement or information with respect to projected misleading. The projections and pro forma financial information or other projected results, contained in the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of Holdings and the Company Borrower to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to any Credit Party on the Company date hereof that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein 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 Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or statement furnished to the Agent or the Lenders or any of them, by or on behalf of the Company to the Administrative Agent or the Banks, or any of them, Loan Party for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished (furnished, considering each in the context in which it was made and taken as modified or supplemented by a whole with all other statements and information so furnished)provided, 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 therein, in light of the circumstances in which made, not misleading in each case taken as a wholemisleading; provided that, with respect that the Borrower's representation and warranty as to any such statement or information with respect to projected the projections and pro forma financial information or other projected results, contained in the Company represents only that such information was materials referenced above is based upon good faith estimates and assumptions believed by management of the Company Borrower to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and fact, that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amountamount and that no assurance can be given that such projected results will be realized. There is no fact known to the Company any Loan Party that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein 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 Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or statement furnished by or on behalf of the Company any Loan Party to the Administrative Agent or the BanksLenders, or any of them, for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as modified or supplemented by other information so furnishedof 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 each case taken as a whole; provided that, with respect to any light of the circumstances under which such statement or information with respect to projected statements were made. The projections and pro forma financial information or other projected results, contained in the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of the Company Borrower to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amountamount and may not be achieved. There As of the Effective Date, there is no fact known to the Company any Loan Party that would reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein 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 Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement Agreement, any other Loan Document or the Lender Presentation contains any untrue statement of material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading. No statement or information contained in any other document, certificate or statement furnished by or on behalf of the Company any Credit Party to the Administrative Agent Agents or the BanksLenders, or any of them, for use in connection with the transactions contemplated by this Agreement, Agreement or the other Loan Documents contained as of the date such statement, information, document or certificate was so furnished (as modified or supplemented by other information so furnished), when taken in the aggregate, any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not misleading in each case taken as a whole; provided that, with respect to any such statement or information with respect to projected misleading. The projections and pro forma financial information or other projected results, contained in the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of Holdings and the Company Borrower to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to any Credit Party on the Company date hereof that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein herein, in the other Loan Documents, in the Lender Presentation or in any other documents, certificates and statements furnished to the Administrative Agent Agents and the Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information (other than projections and pro forma financial information) contained in this Agreement Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or statement furnished by or on behalf of the Company any Loan Party to the Administrative Agent Agents or the BanksLenders, or any of them, for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, contained as supplemented and updated from time to time (including through the filing of reports with the SEC) prior to the date this representation and warranty is made or deemed made and when taken as a whole with other such statement, statements and information, document or certificate was so furnished (as modified or supplemented by other information so furnished), contains any untrue statement of a material fact or omitted omits to state a material fact necessary to make the statements contained herein or therein not misleading in each case taken as a whole; provided that, with respect to any such statement or information with respect to projected misleading. The projections and pro forma financial information or other projected results, contained in the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of the Company Borrower to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to the Company any Loan Party (other than information of a general economic or political nature) that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein herein, in the other Loan Documents, in the Confidential Information Memorandum, in reports filed with the SEC or in any other documents, certificates and statements furnished to the Administrative Agent Agents and the Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information (excluding projections and pro forma financial information) contained in this Agreement Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or statement furnished by or on behalf of the Company any Loan Party in writing to the Administrative Agent or the BanksLenders, or any of them, for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, contained as of the date this Agreement, the other Loan Documents or such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as modified or supplemented by other information so furnishedof 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 misleading in each case taken as a whole; provided that, with respect to any such statement or information with respect to projected misleading. The projections and pro forma financial information or other projected results, contained in the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of the Company Borrower to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There As of the date hereof, there is no fact known to the Company any Loan Party that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein herein, in the other Loan Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished in writing to the Administrative Agent and the Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information (excluding the projections and pro forma financial information referred to below and information of a general economic or general industry nature) contained in this Agreement Agreement, any other Loan Document or any other documentreport or certificate furnished to the Agent or the Lenders or any of them, certificate or statement furnished by or on behalf of the Company to the Administrative Agent or the Banks, or any of them, Loan Party for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents when taken as a whole, contained as of the date such statement, information, document or certificate was so furnished (as modified or supplemented by other information so furnished), 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 each case taken as a whole; provided that, with respect to any light of the circumstances under which such statement or information with respect to projected statements contained therein. The projections and pro forma financial information or other projected results, contained in the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of the Company Borrower to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events event is not to be viewed as fact fact, that such financial information is subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties, that no assurance can be given that the projected results will be realized, and that actual results during the period or periods covered by such projections and financial information may differ significantly from the projected results set forth therein by a material amount. There is no fact known to the Company any Loan Party that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein herein, in the other Loan Documents or in any other documents, certificates and statements furnished to the Administrative Agent and the Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No factual statement or ----------------------------- information contained in this Agreement Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or statement furnished by or on behalf of the Company in writing to the Administrative Agent or the Banks, Lenders or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as modified or supplemented by other information so furnishedof 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 misleading in each case taken as a whole; provided that, with respect to any such statement or information with respect to projected light of the circumstances when made. The projections and pro forma financial information or other projected results, contained in the Company represents only that such information was --- ----- materials referenced above are based upon good faith estimates and assumptions believed by management of the Company Borrower to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to the Company any Loan Party that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein 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 Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement information, schedule, exhibit or information contained in this Agreement report or any other document, certificate or statement document furnished by or on behalf of the Company Borrower or any of its Subsidiaries to the Administrative Agent or the Banks, or any of them, for use Lender in connection with the transactions contemplated by negotiation of this Agreement or pursuant to the terms of this Agreement, contained as of the date such statement, information, schedule, exhibit or report or other document has been amended, supplemented or certificate was so furnished (as modified superseded by any other information, schedule, exhibit or supplemented by report or other information so furnished)document later delivered to the same parties receiving such information, schedule, exhibit or report or other document, contained any untrue statement material misstatement of a material fact or omitted to state a material fact or any fact necessary to make the statements contained herein or therein therein, in light of the circumstances when made, not misleading in each case taken as a wholematerially misleading; provided thatthat in the case of information, with respect schedules, exhibits or reports or other documents made, delivered or prepared by Persons other than the Borrower, its Subsidiaries and their agents, such representation and warranty is subject to any such statement or information with respect the qualification that it is true and correct only to projected the knowledge of the Borrower and its Subsidiaries. The projections and pro forma financial information or other projected results, contained in the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of the Company Borrower to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to any Loan Party on the Company date of the Agreement that would be reasonably be expected likely to have a Material Adverse Effect that has not been expressly disclosed herein herein, in the other Loan Documents or in any other documents, certificates and statements furnished to the Administrative Agent and the Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement Agreement, any other Credit Document, the Confidential Information Memorandum or any other document, certificate or written statement (other than projections, pro forma financial statements, budgets and general market information) furnished by or on behalf of the Company any Loan Party to the Administrative Agent or the BanksLenders, or any of them, for use in connection with the transactions contemplated by this AgreementAgreement or the other Credit Documents, when taken as a whole, contained as of the date such statement, information, document or certificate was so furnished (as modified or supplemented by other information so 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 misleading materially misleading. The projections, pro forma financial statements and budgets contained in each case taken as a whole; provided that, with respect to any such statement or information with respect to projected financial information or other projected results, the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of the Company Borrower to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to The copies of the Company that would reasonably be expected to Subordinated Note Amendments which have a Material Adverse Effect that has not been expressly disclosed herein or in any other documents, certificates and statements furnished delivered to the Administrative Agent in accordance with Section 3.01 are true, correct and complete, as in effect on the Banks for use Closing Date. As of the Closing Date, none of the Subordinated Note Amendments has been terminated and each of the Subordinated Note Amendments is in connection with the transactions contemplated herebyfull force and effect.

Accuracy of Information, etc. No statement or information contained in this Agreement Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or statement (excluding any projections, proforma financial information or estimates) furnished by or on behalf of the Company any Loan Party to the Administrative Agent or the BanksLenders, or any of them, for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, taken as a whole, contained as of the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as modified or supplemented by other information so furnishedof 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 misleading in each case taken as a whole; provided that, with respect to any such statement or information with respect to projected misleading. The projections and pro forma financial information or other projected results, contained in the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of the Company Borrower to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There As of the Closing Date, there is no fact known to any Loan Party that could, individually or in the Company that would aggregate, reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein 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 Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or statement furnished to the Arrangers, the Agents, the Managers or the Lenders or any of them, by or on behalf of the Company to the Administrative Agent or the Banks, Completion Guarantor or any of them, Loan Party for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as modified or supplemented by other information so furnishedof 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 misleading in each case taken as a whole; provided that, with respect to any such statement or information with respect to projected misleading. The projections and pro forma financial information or other projected resultscontained in the materials referenced above (including, without limitation, the Company represents only that such information was Projections) are based upon good faith estimates and assumptions believed by management of the Company Borrower to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to the Company Completion Guarantor or any Loan Party that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein 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, the Managers and the Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement Agreement, any other Loan Document, the Confidential Information Memorandum, the Form 10 Registration Statement or any other document, certificate or statement furnished by or on behalf of the Company to the Administrative Agent or the Banks, Lenders or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as modified or supplemented by other information so furnishedof 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 misleading in each case taken as a whole; provided that, with respect to any such statement or information with respect to projected misleading. The projections and pro forma financial information or other projected results, contained in the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of the Company Borrower to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to the Company any Loan Party that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein herein, in the other Loan Documents, in the Confidential Information Memorandum, in the Form 10 Registration Statement or in any other documents, certificates and statements furnished to the Administrative Agent Agents and the Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents, including, without limitation, any notice delivered pursuant to Section 6.7.

Accuracy of Information, etc. No statement or information contained in this Agreement Agreement, any other Loan Document or any other document, certificate or statement furnished to Agent, L/C Issuer the Lenders or any of them, by or on behalf of the Company to the Administrative Agent or the Banksany Loan Party (other than projected financial information, or any pro forma financial information and information of them, a general forward-looking nature) for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished (furnished, taken as modified or supplemented by other information so furnished)a whole, 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 misleading in each case taken as a whole; provided that, with respect to any such statement or information with respect to projected light of the circumstances under which they were made. The projections and pro forma financial information or other projected results, contained in the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of the Company Borrower to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to the Company any Loan Party that would could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein herein, in the other Loan Documents or in any other documents, certificates and statements furnished to Agent, L/C Issuer the Administrative Agent and the Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement Agreement, any other Loan Document, the Confidential Information Memorandum or any other documentreport, exhibit, schedule, certificate or financial statement furnished by or on behalf of the Company any Loan Party to the Administrative Agent or the BanksLenders, or any of them, for use in connection with the transactions contemplated by this AgreementAgreement or the other Loan Documents, contained as of the date such statementreport, informationexhibit, document schedule, certificate or certificate financial statement was so furnished (or, in the case of the Confidential Information Memorandum, as modified or supplemented by other information so furnishedof the date of the Restatement Effective Date), any untrue statement of a material fact or or, to the knowledge of Holdings and the Borrowers, omitted to state a material fact necessary to make the statements contained herein or therein not misleading in each case taken as a whole; provided that, with respect to any such statement or information with respect to projected materially misleading. The projections and pro forma financial information or other projected results, contained in the Company represents only that such information was materials referenced above are based upon good faith estimates and assumptions believed by management of the Company Holdings to be reasonable at the time made, it being recognized by the Banks Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to the Company any Loan Party that would reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein 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 Banks Lenders for use in connection with the transactions contemplated herebyhereby and by the other Loan Documents.