Common use of Accuracy of Information, etc Clause in Contracts

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, any other Loan Document or any certificate furnished to the Agent or the Lenders or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by this Agreement or the other Loan Documents when taken as a whole, contained as of the date such statement, information, or certificate was 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 light of the circumstances under which such statements contained therein. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as 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 any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents or in any other documents, certificates and statements furnished to the Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information (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, any other Loan Document 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 any Loan Party to the Administrative Agent or the Lenders, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents when taken as a wholeDocuments, contained as of the date such statement, information, document or certificate was so furnishedfurnished (and, in the case of the Confidential Information Memorandum, as of the date of this Agreement), any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements contained thereinmisleading. The projections and pro forma financial information contained in the materials referenced above (including the projections for the Borrower and its Subsidiaries on a quarterly basis for 2010 and 2011 and on an annual basis for 2012 through 2015) are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as 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, fact 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. As of the Closing Date, (i) the representations and warranties contained in the Transaction Documentation made by or on behalf of any Loan Party were true and correct in all material respects and (ii) to the knowledge of the Borrower, the representations and warranties contained in the Transaction Documentation made by or on behalf of Persons other than the Loan Parties were true and correct in all material respects. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information (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, any other Loan Document Document, the Confidential Information Memorandum or any other material document, certificate or statement furnished to the Agent or the Lenders or any of them, by or on behalf of any Loan Party Group Member to the Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents when Documents, taken as a whole, contained as of the date such statement, information, document or certificate was so furnishedfurnished (or, in the case of the Confidential Information Memorandum, as of the Closing Date), any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements contained thereinmisleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as 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, fact 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. As of the Closing Date, to the best knowledge of the Borrower, the representations and warranties contained in the Acquisition Documentation that are material to the Lenders are true and correct in all material respects (except those representations and warranties that refer solely to an earlier date, which representations and warranties shall be true and correct as of such earlier date), except to the extent that the failure of such representations and warranties to be so true and correct does not give rise to a right of Holdings or the Borrower to terminate their respective obligations under the Merger Agreement in accordance with the terms thereof. There is no fact known to any Loan Party that could would reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents, taken as a whole.

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, any other Loan Document, any Assigned Agreement, or any Acquisition Document or any other document, report, certificate or statement furnished by or on behalf of the Borrower or any Subsidiary to the Agent or the Lenders Lender, or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by this Agreement or the Agreement, any other Loan Documents when taken as a wholeDocument, any Assigned Agreement, or any Acquisition Document contained as of the date such statement, information, document or certificate was 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 light of the circumstances under which such statements contained thereinmisleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders Lender that such financial information as it relates to future events is not to be viewed as 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, fact 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. As of the date hereof, all of the representations and warranties of the Borrower or any Subsidiary contained in the Acquisition Documents and the Assigned Agreements are true and correct in all material respects. There is no fact known to the Borrower or any Loan Party Subsidiary that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the any other Loan Documents Document, in any Assigned Agreement, in any Acquisition Document or in any other documents, certificates and statements furnished to the Agent and the Lenders Lender for use in connection with the transactions contemplated hereby 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, any other Loan Document 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 any Loan Party to the Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents when taken as a wholeDocuments, contained as of the date such statement, information, document or certificate was so furnishedfurnished (or, in the case of the Confidential Information Memorandum, as of the date of its preparation), any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading therein, in light of the circumstances under in which such statements contained therein. The they were made, not misleading; provided, that the projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as 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, fact 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. As of the date hereof, the representations and warranties of the Borrower contained in the Acquisition Documents are true and correct in all material respects. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents Documents, in the Confidential Information Memorandum or in any other schedules, documents, certificates and statements furnished to the Agent and Administrative Agent, the Lenders or their representatives for use in connection with the transactions contemplated hereby 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, any other Loan Document Document, the Confidential Information Memorandum, the Lender Presentation or any other document, certificate or statement furnished to the Agent or the Lenders or any of them, by or on behalf of any Loan Party to the any Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents when taken as a wholeDocuments, contained as of the date such statement, information, document or certificate was so furnishedfurnished (or, in the case of the Confidential Information Memorandum, as of the First Restatement Date and, in the case of the Lender Presentation, as of the date of this Agreement), any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements contained thereinmisleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower Cedar Fair LP to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as 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, fact 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. 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 any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents Documents, in the Confidential Information Memorandum, the Lender Presentation or in any other documents, certificates and statements furnished to the any Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information (excluding the projections and other than projections, pro forma financial information referred to below and information of a general economic or general industry natureother forward looking information) contained in this 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 any Loan Party to the Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents Documents, contained (when taken as a whole, contained together with all other information provided) as of the date such statement, information, document or certificate was 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 light of the circumstances under which they were made; provided that (a) with respect to information relating to Hortonwork’s industry generally and trade data which relates to a Person that is not a Loan Party or a Subsidiary thereof, the Borrower represents and warrants only that such information is believed by it in good faith to be accurate in all material respects, (b) any statements contained thereindescribing documents and agreements are summary only and as such are qualified in their entirety by reference to such documents and agreements, and (c) with respect to financial statements (other than (i) projected and pro forma financial information, and (ii) any historical financial information of any businesses acquired pursuant to any Permitted Acquisition (which is qualified to the extent provided therefor in the definitive documentation governing any such Permitted Acquisition)), the Borrower represents and warrants only that such financial statements present fairly in all material respects the consolidated financial condition of the applicable Person as of the dates indicated. The projections and pro forma financial information contained in provided to the materials referenced above Administrative Agent and Lenders by the Borrower and its Subsidiaries are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as 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, fact 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 any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents or in any other documents, certificates and statements furnished to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. (a) No statement or information contained or incorporated by reference in the Confidential Information Memorandum, no document, certificate or written statement and no statement formally presented by representatives of the Company in due diligence or other lender meetings (excluding the projections and other than, in each case, any projections, pro forma financial information referred to below information, forward-looking statements and information of a general economic or general industry nature) contained in this Agreement), any other Loan Document or any certificate taken as a whole, furnished to the Agent or the Lenders or any of them, by or on behalf of any Loan Borrower or other Credit Party to the Administrative Agent or the Lenders for use in connection with the transactions contemplated by this Agreement or the other Loan Documents when taken as a wholeCredit Documents, contained as of the date such statementstatement or information contained in the Confidential Information Memorandum or such other document, information, certificate or certificate statement was so furnishedfurnished (or, in the case of information incorporated by reference in the Confidential Information Memorandum that was filed with the SEC, as of the date of such filing) any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading therein, in light of the circumstances under in which such statements contained thereinthey were made, not misleading. The projections and pro forma financial information contained in the materials referenced above above, including the Projections, are based upon good faith estimates and assumptions believed by management of the Borrower Company to be reasonable at the time made, it being recognized by the Administrative Agent and the Lenders that such financial information as it relates to future events is not to be viewed as 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, fact 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 any Loan Borrower or other Credit Party that could would reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Credit Documents or in the Confidential Information Memorandum or any other documents, certificates and written statements furnished to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Credit Documents.

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, any other Loan Document Document, the Confidential Information Memorandum or any other document, certificate or statement furnished to the Agent Administrative Agents or the Lenders or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by this Agreement or the other Loan Documents when taken as a wholeDocuments, contained as of the date such statement, information, document or certificate was so furnishedfurnished (or, in the case of the Confidential Information Memorandum, as of the date of this Agreement), any untrue statement of a material fact or (in the case of the Confidential Information Memorandum) omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements contained thereinmisleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower Borrowers to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as 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, fact 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. As of the date of this Agreement, the representations and warranties made by the U.S. Borrower and the Canadian Borrower, and to the best knowledge of the U.S. Borrower and the Canadian Borrower, the representations and warranties made by Royal Crown Company, Inc., contained in the Acquisition Documentation are true and correct in all material respects. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Agent Agents and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No written statement or written information (excluding the projections and pro forma financial information referred to below and information of a general economic or general industry natureother than projections) contained in this Agreement, any other Loan Document Document, the Confidential Information Memorandum or any other document, certificate or written statement furnished to the Administrative Agent or the Lenders or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by or pursuant to this Agreement or the other Loan Documents when taken as a wholeDocuments, contained as of the date such statement, information, document or certificate was so furnishedfurnished (or, in the case of the Confidential Information Memorandum, as of the date of this Agreement), any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading misleading, except that the foregoing representation and warranty does not apply to statements in light or omissions from the Confidential Information Memorandum made in reliance upon and in conformity with information relating to any of the circumstances under which such statements contained thereinAgents or the Lenders furnished to the Borrower by or on behalf of any Agent or Lender. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as 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, fact 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 any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed hereinAs of the date hereof, the representations and warranties contained in the other Loan Documents or Acquisition Documentation are true and correct in all material respects, except that any other documentsrepresentation regarding the subject matter contained in Section 3.1(c) hereof shall be made as set forth in Section 3.1(c) hereof, certificates and statements furnished without regard to the Agent and applicable representation in the Lenders for use in connection with the transactions contemplated hereby and by the other Loan DocumentsAsset Purchase Agreement.

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, any other Loan Document 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 any Loan Party to the Administrative Agent or the Revolving Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents when taken as a wholeDocuments, contained as of the date such statement, information, document or certificate was so furnishedfurnished (or, in the case of the Confidential Information Memorandum, as of the Closing Date), any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein therein, when taken as a whole and in conjunction with TWTC’s public filings and disclosures, not materially misleading in light of the circumstances under which such statements contained thereinmisleading. The projections and pro forma financial information contained in the materials referenced above are were based upon good faith estimates and assumptions believed by management of the Borrower TWTC to be reasonable at the time made, it being recognized by the Revolving Lenders that such financial information as it relates to future events is not to be viewed as 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, fact 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 As of the Closing Date, there is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in TWTC’s public filings and disclosures, in the other Loan Documents Documents, in the Confidential Information Memorandum 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 Revolving Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents. The representations and warranties in this Section 4.18 with respect to Xspedius and its Subsidiaries are made to the best knowledge of TWTC and the Borrower.

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, any other Loan Document Document, the Confidential Information Memorandum or any other document, certificate or statement (including the financial statements of Axiohm S.A. as at and for the period ended December 31, 1994) furnished to the Administrative Agent or the Lenders or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by this Agreement or the other Loan Documents when taken as a wholeDocuments, contained as of the date such statement, information, document or certificate was so furnishedfurnished (or, in the case of the Confidential Information Memorandum, as of the date of this Agreement), any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein therein, taken as a whole, not materially misleading in light of the circumstances under which such statements contained thereinmisleading. The projections and pro forma PRO FORMA financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as 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, fact 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. As of the date hereof, the representations and warranties contained in the Merger Agreement are true and correct in all material respects. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information (excluding the projections and pro forma financial information referred to below The statements and information of a general economic or general industry nature) contained in this Agreement, any the other Loan Document or any certificate Documents, the Confidential Information Memorandum and the other documents, certificates and statements furnished to the Agent or the Lenders or any of them, by or on behalf of any Loan Party to the Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents when taken as a wholeDocuments, contained did not contain as of the date such statementstatements, information, documents or certificate was certificates were so furnishedfurnished (or, in the case of the Confidential Information Memorandum, as of the Closing Date), any untrue statement of a material fact or omitted omit to state a material fact necessary in order to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements contained thereinany material respect. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as 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, fact 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. As of the Closing Date, the representations and warranties contained in the Acquisition Documentation are true and correct in all material respects. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information (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, any other Loan Document 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 any Loan Party to the Administrative Agent or the Term Loan B Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents when taken as a wholeDocuments, contained as of the date such statement, information, document or certificate was so furnishedfurnished (or, in the case of the Confidential Information Memorandum, as of the Closing Date), any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein therein, when taken as a whole and in conjunction with TWTC’s public filings and disclosures, not materially misleading in light of the circumstances under which such statements contained thereinmisleading. The projections and pro forma financial information contained in the materials referenced above are were based upon good faith estimates and assumptions believed by management of the Borrower TWTC to be reasonable at the time made, it being recognized by the Term Loan B Lenders that such financial information as it relates to future events is not to be viewed as 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, fact 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 As of the Closing Date, there is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in TWTC’s public filings and disclosures, in the other Loan Documents Documents, in the Confidential Information Memorandum 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 Term Loan B Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents. The representations and warranties in this Section 4.39 with respect to Xspedius and its Subsidiaries are made to the best knowledge of TWTC and the Borrower.

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, any other Loan Document Document, or any other document, certificate or statement furnished to the Arranger, the Administrative Agent, the Syndication Agent or the Lenders or any of them, by or on behalf of Parent, Holdings, the Borrower or any Loan Party of the Borrower's Subsidiaries for use in connection with the transactions contemplated by this Agreement or the other Loan Documents when taken as a wholeDocuments, contained as of the date such statement, information, document or certificate was 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 light of the circumstances under which such statements contained thereinmisleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of Parent, Holdings and the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as 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, fact 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 Parent, Holdings, the Borrower or any Loan Party of the Borrower's Subsidiaries that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents or in any other documents, certificates and written statements furnished to the Agent Arranger, the Agents and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information (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, any other Loan Document Acquisition Document, the Confidential Information Memorandum or any other document, certificate or written statement furnished by or on behalf of the Borrower to the Administrative Agent or the Lenders Lenders, or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by this Agreement or the other Loan Documents when taken as a wholeTransactions, contained as of the date such written statement, information, document or certificate was so furnishedfurnished (or, in the case of the Confidential Information Memorandum, as of the date of this Agreement), any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements contained thereinmisleading. The projections, including the projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as 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, fact 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 therein. As of the date hereof, the representations and warranties of the Borrower and, to the Borrower's knowledge, the representations and warranties of the other parties, contained in each Acquisition Document are true and correct in all material amountrespects. The Lenders acknowledge that the Borrower is only making representations on the Closing Date in this Section 4.18 with respect to the Acquired Business to the extent of the Borrower's actual knowledge based on the information available to the Borrower. There is no fact known to any Loan Party the Borrower that could reasonably be expected to have result in a Material Adverse Effect material adverse effect on the condition (financial or otherwise), business, operations, assets, liabilities or prospects of the Borrower and its Subsidiaries, taken as a whole, that has not been expressly disclosed herein, in the other Loan Documents Acquisition Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan DocumentsTransactions.

Accuracy of Information, etc. No As of the Third Amendment Signing Date, or, in the case of the Information Memorandums, the respective dates thereof, no statement or information (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, each Information Memorandum or any other Loan Document document, certificate or any certificate written statement furnished to the Agent or the Lenders or any of themSecured Creditor, by or on behalf of any Loan Party Obligor or the PASA Agent for use in connection with the transactions contemplated by this Agreement any of the Senior Finance Documents, contained (when, in the case of any such document, certificate or written statement (other than the other Loan Documents when taken Information Memorandums), read as a wholewhole with all such documents, contained as of certificates and written statements furnished on or prior to the date Third Amendment Signing Date to such statement, information, or certificate was so furnished, Senior Secured Creditor) any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading in light misleading. As of the circumstances under which such statements contained therein. The Third Amendment Signing Date, or, in the case of the Information Memorandums, the dates thereof, the projections and pro forma financial information contained in the materials referenced above (including the Projections) are based upon good faith estimates and assumptions believed by management of the Borrower Obligors to be reasonable at the time made, it being recognized by the Lenders Senior Secured Creditors that such financial information as it relates to future events is not to be viewed as 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, fact 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 As of the Third Amendment Signing Date, there are no fact facts known to any Loan Party Obligor or the PASA Agent that could could, individually or collectively, reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed hereinin the Senior Finance Documents, in the other Loan Documents Information Memorandums or in any other documents, certificates and written statements furnished to the Agent and the Lenders Senior Secured Creditors for use in connection with the transactions contemplated hereby and by the other Loan Senior Finance Documents.

Accuracy of Information, etc. No statement or 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, any other Loan Document 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 any Loan Party to the Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents when Documents, taken as a whole, contained as of the date such statement, information, document or certificate was so furnishedfurnished (or, in the case of the Confidential Information Memorandum, as of the date of this Agreement), any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements contained thereinmisleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as 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, fact 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. As of the date hereof to the knowledge of the Borrower, the representations and warranties contained in the Acquisition Documentation are true and correct in all material respects. There is no fact known to any Loan Party that could would reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents, taken as a whole.

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, any other Loan Document or any other document, certificate or statement furnished to the Administrative Agent or the Lenders Lenders, or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by this Agreement or the other Loan Documents when taken as a whole(but excluding all projections and pro forma financial information and other estimates covered by the next sentence), contained as of the date such statement, information, document or certificate was 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 light of the circumstances under which such statements contained thereinmisleading. The projections and pro forma financial information and other estimates and opinions contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Administrative Agent and the Lenders that such financial information as it relates to future events is not to be viewed as 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, fact 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 As of the date hereof, the representations and warranties (a) of the Borrower and any of its Subsidiaries in the Transaction Documents are true and correct in all material respects and (b) of all other parties to the Transaction Documents, to the knowledge of the Borrower, are true and correct in all material respects. As of the Closing Date, there is no fact known to any Loan Party (other than general economic conditions, which conditions are commonly known and affect businesses generally) that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents or in any other documents, certificates and statements furnished to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information (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, any other Loan Document Document, or any other document, certificate or statement furnished to the Agent Administrative Agent, the Arranger, the Agents or the Lenders or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by this Agreement or the other Loan Documents when Documents, taken as a whole, contained as of the date of such statement, information, document or certificate was 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 light of the circumstances under which such statements contained thereinwere made. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of CERI and the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as 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, fact 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. As of the Restatement Effective Date, the representations and warranties (to the best knowledge of CERI and the Borrower with respect to the representations and warranties of FRS) contained in the FRS Acquisition Documentation are true and correct in all material respects. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents or in any other documents, certificates and statements furnished to the Agent Arranger, the Agents and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information (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, any other Loan Document 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 any Loan Party to the Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents when taken as a wholeDocuments, contained as of the date such statement, information, document or certificate was so furnishedfurnished (or, in the case of the Confidential Information Memorandum, as of the date of this Agreement), any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements contained thereinmisleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the each Borrower to be reasonable at the time mademade and as of the Closing Date (with respect to such projections and pro forma financial information delivered prior to the Closing Date), it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as 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, fact 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. As of each Delayed Draw Date, the representations and warranties contained in the Acquisition Documentation are true and correct in all material respects and all material conditions to the consummation of the Acquisitions to be financed with the Delayed Draw Term Loans to be borrowed on such on such Delayed Draw Date set forth in the Acquisition Documentation have been satisfied or waived with the written consent of the Administrative Agent; provided that the consent of the Administrative Agent shall not be required for the waiver of the condition under such Acquisition Documentation that the conditions precedent to all other Acquisitions shall have been satisfied or waived. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information (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, any other Loan Document Document, the Confidential Information Memorandum or any other document, certificate or statement furnished to the Administrative Agent or the Lenders Lenders, or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by this Agreement or the other Loan Documents when taken as a wholeDocuments, contained as of the date such statement, information, document or certificate was so furnishedfurnished (or, in the case of the Confidential Information Memorandum, as of the Closing Date), any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements contained thereinmisleading. The projections and pro forma financial information and other estimates and opinions contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as 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, fact 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. As of the date hereof, the representations and warranties of the Buyer and the Merger Sub and, to the best knowledge of the Borrower, the Sellers and AH Food Co. in the Acquisition Agreement are true and correct in all material respects. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information (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, any other Loan Document Document, the Confidential Information Memorandum or any other document, certificate or written statement furnished to the Agent or the Lenders or any of them, by or on behalf of any Loan Party to the Administrative Agent or the Lenders, or any of them (including, without limitation, the Proxy Statement), for use in connection with the transactions contemplated by this Agreement or the other Loan Documents when taken as a wholeDocuments, contained as of the date such statement, information, document or certificate was so furnishedfurnished (or, in the case of the Confidential Information Memorandum and the Proxy Statement, as of the date of this Agreement), any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading misleading, PROVIDED, that with respect to any statement or information furnished on behalf of any Loan Party by any other Person that is not a Loan Party, the representation and warranty set forth in light of this Section 4.18 is limited to the circumstances under which such statements contained thereinLoan Party's best knowledge. The projections and pro forma PRO FORMA financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of Holdings and the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as 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, fact 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. As of the date hereof, the representations and warranties contained in the Acquisition Documentation and the Proxy Statement are true and correct in all material respects. There is no fact known to any Loan Party that could is reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Administrative Agent and the Lenders (including, without limitation, the Proxy Statement) for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No Except as described on Schedule 4.1, 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, any other Loan Document 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 any Loan Party for use in connection with the transactions contemplated by this Agreement or the other Loan Documents when taken as a wholeDocuments, contained as of the date such statement, information, document or certificate was so furnishedfurnished (or, in the case of the Confidential Information Memorandum, as of the date of this Agreement), any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading in light of misleading, when considered as a whole. Except as described on Schedule 4.1, the circumstances under which such statements contained therein. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as 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, fact 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 The representations and warranties of the Borrower and Acquisition Sub contained in the Acquisition Documentation are true and correct in all material respects as of the date hereof (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date). As of the date hereof and except as described on Schedule 4.1, there is no fact known to any Loan Party Responsible Officer that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished by the Loan Parties to the Agent Agents and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No 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, any other Loan Document 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 any Loan Party to the Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents when taken as a wholeDocuments, contained as of the date such statement, information, document or certificate was so furnishedfurnished (or, in the case of the Confidential Information Memorandum, as of the date of this Agreement), any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein therein, when taken as a whole and in conjunction with TWTC's public filings and disclosures, not materially misleading in light of the circumstances under which such statements contained thereinmisleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower TWTC to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as 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, fact 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. To the best knowledge of TWTC and the Borrower, as of the Restatement Effective Date, the representations and warranties contained in the GST Asset Purchase Agreement are true and correct in all material respects. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information (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, any other Loan Document Document, the Confidential Information Memorandum or any other document, report, certificate or statement furnished to the Agent or the Lenders or any of them, by or on behalf of any Loan Party for use to the Administrative Agent or the Lenders, or any of them, in connection with the transactions contemplated by this Agreement or the other Loan Documents when taken as a wholeDocuments, contained as of the date such statement, information, document or certificate was so furnishedfurnished (or, in the case of the Confidential Information Memorandum, as of the date of this Agreement), any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements contained thereinmisleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as 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, fact 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 any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents. There are no statements or conclusions in any Engineering Report delivered to the Administrative Agent which are based upon or include misleading information or fail to take into account material information regarding the matters reported therein (it being understood that projections concerning volumes attributable to Oil and Gas Properties and production and cost estimates contained in each Engineering Report are necessarily based upon professional opinions, estimates and projections and that Holdings, the Borrower and its Restricted Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate).

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, any other Loan Document Document, the Confidential Information Memorandum or any other document or certificate furnished to the Agent or the Lenders or any of them, by or on behalf of any Loan Party to the Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents Documents, when taken as a whole, contained as of the date such statement, information, document or certificate was so furnishedfurnished (or, in the case of the Confidential Information Memorandum, as of the date of this Agreement, and in the case of financial statements contained in the Confidential Information Memorandum, as of the date such financial statements were filed with the Securities and Exchange Commission), any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements contained thereinmisleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as 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 fact 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 amountamount and that the Company makes no representation as to whether the projected results will be achieved. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents Documents, in the Confidential Information Memorandum or in any other documents, documents or certificates and statements furnished to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information (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, any other Loan Document 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 any Loan Party to the Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents when taken as a wholeDocuments, contained as of the date such statement, information, document or certificate was so furnishedfurnished (or, in the case of the Confidential Information Memorandum, as of the date of this Agreement), any untrue statement of a material fact or when considered as a whole omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements contained thereinmisleading. The projections and pro forma financial information --- ----- contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as 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, fact 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 As of the date hereof, the representations and warranties contained in the Acquisition Documentation are true and correct in all material respects. As of the date hereof there is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information (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, any other Loan Document 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 any Loan Party to the Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents when taken as a wholeDocuments, contained as of the date such statement, information, document or certificate was so furnishedfurnished (or, in the case of the Confidential Information Memorandum, as of the date of this Agreement), any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements contained thereinmisleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as 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, fact 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. As of the date hereof, the representations and warranties made by the Borrower and, to the Borrower's knowledge, made by the Seller and Thorn plc, in the Acquisition Documentation are true and correct in all material respects. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information (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, any other Loan Document Document, the Confidential Information Memorandum or any other document, certificate or statement furnished to the Arrangers, the Administrative Agent, the Syndication Agent, the Documentation Agent or the Lenders or any of them, them by or on behalf of Holdings, the Borrower or any Loan Party of its Subsidiaries for use in connection with the transactions contemplated by this Agreement or the other Loan Documents when Documents, taken as a whole, contained as of the date such statement, information, document or certificate was so furnishedfurnished (or, in the case of the Confidential Information Memorandum, as of the date of this Agreement), any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements contained thereinmisleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of Holdings and the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as 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, fact 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. As of the Closing Date, the representations and warranties contained in the Acquisition Documentation are true and correct in all material respects. There is no fact known to Holdings or any Loan Party of its Subsidiaries that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents Documents, in the Confidential Information Memorandum or in any other documents, certificates and written statements furnished to the Agent Arrangers, the Agents and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information (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, any other Loan Document or any other document, certificate or statement furnished to the Administrative Agent or the Lenders or any of them, by or on behalf of any Loan Party the Borrower for use in connection with the transactions contemplated by this Agreement or the other Loan Documents when Documents, taken as a whole, contained as of the date such statement, 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 therein, in light of the circumstances under which such statements contained thereinthey were made, not misleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as 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, fact 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 The Borrower has filed as exhibits to SEC Reports, or disclosed to the Lenders through documents posted on the Intralinks internet website for this transaction, in each case at least five Business Days prior to the date hereof, all agreements, instruments and corporate or other restrictions existing on the date hereof that are or, but for the lapse of time, would be required to be filed by the Borrower as exhibits to any report on Form 10-Q or 10-K under the Exchange Act. Except as described by the Borrower in the SEC Reports filed at least five Business Days prior to the date hereof or as disclosed to the Lenders through documents posted on the Intralinks internet website for this transaction at least five Business Days prior to the date hereof, there are no fact facts or other matters known to any Loan Party the Borrower that could reasonably are or, but for the lapse of time, would be expected required to have a Material Adverse Effect that has not been expressly be disclosed herein, in the other Loan Documents or in any other documents, certificates and statements furnished to the Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documentsborrower on a report on Form 8-K under the Exchange Act.

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, any other Loan Document Document, the Confidential Information Memorandum or any other document, certificate or statement furnished by, or reviewed by the Borrower and furnished on behalf of, any Loan Party to the Administrative Agent or the Lenders Lenders, or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by this Agreement or the other Loan Documents when taken as a wholeDocuments, contained as of the date such statement, information, document or certificate was so furnishedfurnished (or, in the case of the Confidential Information Memorandum, as of the date of this Agreement), any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements contained thereinmisleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as 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, fact 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. As of the date hereof, the statements regarding the Borrower and the Target contained in the Acquisition Documentation are true and correct in all material respects. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information (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, any other Loan Document Document, the Confidential Information Memorandum or any other document, certificate or statement furnished to the Agent Arrangers, the Agents or the Lenders or any of them, by or on behalf of any Loan Party or any Subsidiary thereof for use in connection with the transactions contemplated by this Agreement or the other Loan Documents when taken as a wholeDocuments, contained as of the date such statement, information, document or certificate was so furnishedfurnished (or, in the case of the Confidential Information Memorandum, as of the date of this Agreement), any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements contained thereinmisleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of TTPC, LP and the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as 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, fact 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. As of the Closing Date, the representations and warranties of the Borrower and TTPC contained in the Acquisition Documentation are true and correct in all material respects. There is no fact known to TTPC or any Loan Party of its Subsidiaries that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents Documents, in the Confidential Information Memorandum or in any other documents, certificates and written statements furnished to the Agent Arrangers, the Agents and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information (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, any other Loan Document 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 Borrower, Capital, the Parent Guarantor or any Loan Party of the Parent Guarantor's Subsidiaries for use in connection with the transactions contemplated by this Agreement or the other Loan Documents when taken as a wholeDocuments, contained as of the date such statement, information, document or certificate was so furnished, 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 light of the circumstances under which such statements contained thereinmisleading. The projections and pro forma PRO FORMA financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of of, the Borrower Parent Guarantor to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as 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, fact 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. As of the Closing Date, the representations and warranties contained in the Loan Documents are true and correct in all material respects. There is no fact known to the Borrower, Capital, the Parent Guarantor or any Loan Party of the Parent Guarantor's Subsidiaries that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents or in any other documents, certificates and written statements furnished to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan 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, any other Loan Document 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 any Loan Party for use in connection with the transactions contemplated by this Agreement or the other Loan Documents when taken as a wholeDocuments, contained as of the date such statement, information, document or certificate was so furnishedfurnished (or, in the case of the Confidential Information Memorandum, as of the Closing Date), any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements contained thereinmisleading. The projections and pro forma financial information contained in the materials referenced above --- ----- are based upon good faith estimates and assumptions believed by management of Holdings and the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as 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, fact 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. As of the date hereof, the representations and warranties contained in the Acquisition Agreement are true and correct in all material respects. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information (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, any other Loan Document Document, or any other document, certificate or statement furnished to the Agent Administrative Agent, the Arranger, the Agents or the Lenders or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by this Agreement or the other Loan Documents when Documents, taken as a whole, contained as of the date of such statement, information, document or certificate was 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 light of the circumstances under which such statements contained thereinwere made. The projections and pro forma PRO FORMA financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of CERI and the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as 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, fact 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. As of the Closing Date, the representations and warranties (to the best knowledge of CERI and the Borrower with respect to representations and warranties of Allied) contained in the Acquisition Documentation are true and correct in all material respects. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents or in any other documents, certificates and statements furnished to the Agent Arranger, the Agents and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information (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, any other Loan Document 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 any Loan Party to the Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents when taken as a wholeDocuments, contained as of the date such statement, information, document or certificate was so furnishedfurnished (or, in the case of the Confidential Information Memorandum, as of the date of this Agreement), any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements contained thereinmisleading. The projections Projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Lead Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as 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, fact 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 As of the date hereof, the representations and warranties made by Lead Borrower and Buyer that are contained in the Acquisition Documentation are true and correct in all material respects. As of the date hereof, Borrowers have no fact known to knowledge that any Loan Party of the representations and warranties made by Holdco and Sellers that are contained in the Acquisition Documentation are not true and correct in all material respects. Borrowers have no knowledge of any matter or occurrence that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information (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, any other Loan Document Document, the Confidential Information Memorandum or any other material document, certificate or statement furnished to the Agent or the Lenders or any of them, by or on behalf of any Loan Party Group Member to the Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents when Documents, taken as a whole, contained as of the date such statement, information, document or certificate was so furnishedfurnished (or, in the case of the Confidential Information Memorandum, as of the Original Closing Date), any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements contained thereinmisleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as 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, fact 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. As of the Original Closing Date, to the best knowledge of the Borrower, the representations and warranties contained in the Acquisition Documentation are true and correct in all material respects (except those representations and warranties that refer solely to an earlier date, which representations and warranties shall be true and correct as of such earlier date). There is no fact known to any Loan Party that could would reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents, taken as a whole.

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, any other Loan Document Document, the Confidential Information Memorandum or any other material document, certificate or statement furnished to the Agent or the Lenders or any of them, by or on behalf of any Loan Party Group Member to the Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents when Documents, taken as a whole, contained as of the date such statement, information, document or certificate was so furnishedfurnished (or, in the case of the Confidential Information Memorandum, as of the date of this Agreement), any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements contained thereinmisleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as 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, fact 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. As of the Closing Date, to the best knowledge of the Borrower, the representations and warranties contained in the Acquisition Documentation are true and correct in all material respects (except those representations and warranties that refer solely to an earlier date, which representations and warranties shall be true and correct as of such earlier date). There is no fact known to any Loan Party that could would reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents, taken as a whole.

Accuracy of Information, etc. No Subject to the next succeeding sentence and to the qualifications provided therein, 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, any other Loan Document 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 any Loan Party Grantor for use in connection with the transactions contemplated by this Agreement or the other Loan Documents when Documents, taken as a whole, contained as of the date such statement, information, document or certificate was so furnishedfurnished (or, in the case of the Confidential Information Memorandum, as of the date of this Agreement), any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein therein, taken as a whole, not materially misleading in light of the circumstances under which such statements contained therein. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as 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 amountmisleading. There is no fact known to any Loan Party Grantor that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents. interest in the Collateral herein and in the proceeds thereof. In the case of the Pledged Stock described herein, when any stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described herein, when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a) to the Credit Agreement (which financing statements have been duly completed and executed and delivered to the Administrative Agent) and such other filings as are specified on Schedule 3 to this Agreement (all of which filings have been duly completed), this Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3 of the Credit Agreement).

Accuracy of Information, etc. No statement or information (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, any other Loan Document 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 any Loan Party Restricted Group Member to the Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents when taken as a wholeDocuments, contained as of the date such statement, information, document or certificate was so furnishedfurnished (or, in the case of the Confidential Information Memorandum, as of the date of this Agreement), any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading misleading, in light either case which has not been in the case of such statement, information, document or certificate delivered or made prior to the circumstances under which Closing Date corrected, supplemented or remedied by any subsequent statement, information, document or certificate made or delivered prior to the Closing Date to the same parties receiving such statements contained thereinstatement, information, document or certificate. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower Restricted Group Members to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as 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, fact 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 As of the Closing Date, there is no fact known to any Loan Party Restricted Group Member that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information (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, any other Loan Document 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 any Loan Party to the Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents when taken as a wholeDocuments, contained as of the date such statement, information, document or certificate was so furnishedfurnished (or, in the case of the Confidential Information Memorandum, as of the 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 materially misleading in light of the circumstances under which such statements contained thereinmisleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as 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, fact 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. As of the Effective Date, to the best knowledge of the Borrower and Holdings, the representations and warranties of the sellers contained in the Arovit Acquisition Documentation are true and correct in all material respects. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information (excluding the projections and pro forma financial information referred to below and information of a general economic or general industry nature) contained in (i) this Agreement, any other Loan Document Document, the Confidential Information Memorandum or any other document, certificate or written statement, by any Loan Party or furnished by any Loan Party to the Administrative Agent or the Lenders Lenders, or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by this Agreement or the other Loan Documents and (ii) the oral presentations made by any Loan Party or the Sponsors on behalf of any Loan Party to the group of potential Lenders at the meeting of the Sponsors, ECCA and the prospective lenders held on January 19, 2004, in each case, as of the date such written or oral statement, information, document or certificate was so furnished or made (or, in the case of the Confidential Information Memorandum, as of the date of this Agreement), when taken as a whole, contained as of the date such statement, information, or certificate was 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 light of the circumstances under which such statements contained thereinmisleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as 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, fact 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 As of the date hereof, the representations and warranties contained in the Merger Documents are true and correct in all material respects. As of the Closing Date, there is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed hereinherein or in filings with the SEC, in the other Loan Documents Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information regarding Holdings, the Company and its Subsidiaries (excluding the other than statements and information constituting projections and pro forma financial information referred to below and information of a general economic or general industry natureinformation) contained in this Agreement, any other Loan Document Document, the Confidential Information Memorandum or any other document, certificate or statement (as any such statement or information may be supplemented or modified by any subsequent statement, information or document furnished to the Administrative Agent or Lenders prior to the Closing Date) furnished to the Administrative Agent or the Lenders or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by this Agreement or the other Loan Documents when taken as a wholeDocuments, contained as of the date such statement, information, document or certificate was so furnishedfurnished (or, in the case of the Confidential Information Memorandum, as of the date of this Agreement), any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading therein, in light of the circumstances under which such statements contained thereinthey were made, not materially misleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower Borrowers to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as 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, fact 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. As of the date hereof, the representations and warranties regarding Holdings, the Company and its Subsidiaries contained in the Purchase Agreement are true and correct in all material respects. There is no fact known to any Loan Party as of the date hereof that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information (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, any other Loan Document 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 any Loan Party to the Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents when taken as a wholeDocuments, contained as of the date such statement, information, document or certificate was so furnishedfurnished (or, in the case of the Confidential Information Memorandum, as of the date of this Agreement), any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading , taken as a whole, in the light of the circumstances under which they were made, not misleading; provided that (a) with respect to trade data which relates to a Person which is not a Loan Party or an Affiliate thereof, the Borrower represents and warrants only that such information is believed by it in good faith to be accurate in all material respects, (b) the statements contained thereintherein describing documents and agreements are summary only and as such are qualified in their entirety by reference to such documents and agreements and (c) that with respect to financial statements, other than projected financial information, the Borrower only represents that such financial statements present fairly in all material respects the consolidated financial condition of the applicable Person as of the dates indicated. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as 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, fact 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. As of the date hereof, the Borrower has not received any notice, nor has any reason to believe that, the representations and warranties contained in the Acquisition Documentation are not true and correct in all material respects. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information (excluding other than the projections and the pro forma financial information referred to below and information of a general economic or general industry naturedescribed in the immediately following sentence) contained in this Agreement, any other Loan Document 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 any Loan Party for use in connection with the transactions contemplated by this Agreement or the other Loan Documents when taken as a whole, contained as of the date such statement, information, document or certificate was so furnishedfurnished (or, in the case of the Confidential Information Memorandum, as of the Closing Date), any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements contained thereinmisleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower Details to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as 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, fact 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. As of the date hereof, the representations and warranties contained in the Transaction Agreement are true and correct in all material respects. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information (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, any other Loan Document 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 Agent or Arrangers, the Lenders Agents, the Lenders, the Bankruptcy Court or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by this Agreement or the other Loan Documents when taken as a wholeDocuments, contained as of the date such statement, information, document or certificate was so furnishedfurnished (or, in the case of the Confidential Information Memorandum, as of the date of this Agreement), any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements contained thereinare made. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as 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, fact 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 any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Agent and Arrangers, the Agents, the Lenders or the Bankruptcy Court for use in connection with the transactions contemplated hereby 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, any other Loan Document 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 any Loan Party to the Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents when taken Documents, as a wholesuch information, schedule, exhibit or report or other document has been amended, supplemented or superseded by any other information, schedule, exhibit or report or other document later delivered to the same parties receiving such information, schedule, exhibit or report or other document prior to the date on which this representation is made or deemed made, contained as of the date such statement, information, document or certificate was so furnishedfurnished (or, in the case of the Confidential Information Memorandum, as of the date of this Agreement), any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading therein, in light of the circumstances under which when made, not materially misleading, provided that in the case of information, schedules, exhibits or reports or other documents made, delivered or prepared by Persons other than the Borrower, its Subsidiaries and their agents (other than any of the foregoing contained in the Confidential Information Memorandum), such statements contained thereinrepresentation and warranty is subject to the qualification that it is true and correct only to the knowledge of the Borrower and its Subsidiaries. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as 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, fact 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 any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information (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, any other Loan Document Document, the Confidential Information Memoranda or any other document, certificate or statement furnished to the Agent or the Lenders or any of them, by or on behalf of any Loan Party to the Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents when taken as a wholeDocuments, contained as of the date such statement, information, document or certificate was so furnishedfurnished (or, in the case of the Confidential Information Memoranda, as of the date of this Agreement), any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements contained thereinmisleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as 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, fact 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 As of the date hereof, the Acquisition Closing Date and, if applicable, the Final Acquisition Closing Date, the representations and warranties of Holdings contained in the Acquisition Documentation are or will be true and correct in all material respects (except to the extent such representations and warranties relate to a specific date, then as of such date). On the date hereof, there is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents Documents, in the Confidential Information Memoranda or in any other documents, certificates and statements furnished to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

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, any other Loan Document Document, the Confidential Information Memorandum (2002), the Confidential Information Memorandum (2003) or any other document, certificate or statement furnished to the Arrangers, the Administrative Agent, the Syndication Agent, the Documentation Agent or the Lenders or any of them, by or on behalf of Holdings or any Loan Party of its Subsidiaries for use in connection with the transactions contemplated by this Agreement or the other Loan Documents when taken as a wholeDocuments, contained as of the date such statement, information, document or certificate was so furnished (or, in the case of (a) the Confidential Information Memorandum (2002), as of the Restatement Effective Date and (b) the Confidential Information Memorandum (2003), as of the Third Restatement Effective Date), when taken together with all 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 light of the circumstances under which such statements contained thereinmisleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower Borrowers to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as 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, fact and that actual results during the period or periods covered by such projections and financial information may differ significantly materially from the projected results set forth therein by a material amounttherein. There is no fact known to any Loan Party of its Subsidiaries that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents Documents, in the Confidential Information Memorandum or in any other documents, certificates and written statements furnished to the Agent Arrangers, the Agents and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information (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, any other Loan Document Document, the Lender Presentation or any other document, certificate or statement furnished to the Agent or the Lenders or any of them, by or on behalf of any Loan Party to the Administrative Agent or the Term Loan B Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents when taken as a wholeDocuments, contained as of the date such statement, information, document or certificate was so furnishedfurnished (or, in the case of the Lender Presentation, as of the Closing Date), any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein therein, when taken as a whole and in conjunction with TWTC’s public filings and disclosures, not materially misleading in light of the circumstances under which such statements contained thereinmisleading. The projections and pro forma financial information contained in the materials referenced above are were based upon good faith estimates and assumptions believed by management of the Borrower TWTC to be reasonable at the time made, it being recognized by the Term Loan B Lenders that such financial information as it relates to future events is not to be viewed as 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, fact 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 As of the Closing Date, there is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in TWTC’s public filings and disclosures, in the other Loan Documents 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 Term Loan B Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information (excluding the projections and other than projections, pro forma financial information referred to below and information of a general economic or general industry nature“forward-looking” statements) contained in this Agreement, any other Loan Document or any certificate other document, certificate, written statement or formal presentation furnished to the Agent Arranger, the Agents or the Lenders or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by this Agreement or the other Loan Documents Documents, when taken as a whole, contained as of the date such presentation, statement, information, document or certificate was 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 misleading, in any material respect, in light of the circumstances under which such statements contained thereinwere made. The projections and projections, pro forma financial information and “forward-looking” statements contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Parent and the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as 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, fact and that actual results during the period or periods covered by such projections and financial information may differ significantly from the projected or anticipated results set forth therein by a material amount. There As of the Interim Facility Effective Date, there is no fact known to any Responsible Officer of any Loan Party that could would reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents or in any other documents, certificates and statements furnished to the Agent Arranger, the Agents and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information (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, any other Loan Document or any other document, certificate or statement furnished to the Administrative Agent, the Collateral Agent or the Lenders or any of them, by or on behalf of any Loan Party the Borrower for use in connection with the transactions contemplated by this Agreement or the other Loan Documents when Documents, taken as a whole, contained as of the date such statement, 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 therein, in light of the circumstances under which such statements contained thereinthey were made, not misleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as 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, fact 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 The Borrower has filed as exhibits to SEC Reports at least five Business Days prior to the date hereof, all agreements, instruments and corporate or other restrictions existing on the date hereof that are or, but for the lapse of time, would be required to be filed by the Borrower as exhibits to any report on Form 10-Q or 10-K under the Exchange Act. Except as described by the Borrower in the SEC Reports filed at least five Business Days prior to the date hereof, there are no fact facts or other matters known to any Loan Party the Borrower that could reasonably are or, but for the lapse of time, would be expected required to have a Material Adverse Effect that has not been expressly be disclosed herein, in the other Loan Documents or in any other documents, certificates and statements furnished to the Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documentsborrower on a report on Form 8-K under the Exchange Act.

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, any other Loan Document Document, the Confidential Information Memorandum, the Offering 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 any Loan Party for use in connection with the transactions contemplated by this Agreement or the other Loan Documents when taken as a wholeDocuments, contained as of the date such statement, information, document or certificate was so furnishedfurnished (or, in the case of the Confidential Information Memorandum, as of the date of this Agreement), any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein therein, when taken as a whole, not materially misleading in light of the circumstances under which such statements contained thereinmisleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower Borrowers to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as 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, fact 54 49 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. 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 any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information (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, any other Loan Document 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 any Loan Party to the Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents when taken as a wholeDocuments, contained as of the date such statement, information, document or certificate was so furnishedfurnished (or, in the case of the Confidential Information Memorandum, as of the date of this Agreement), any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements contained thereinmisleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower Borrowers to be reasonable at the time mademade and at the time made available to the Administrative Agent or the Lenders, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as 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, fact 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. As of the date hereof, the representations and warranties contained in the Transaction Documentation are true and correct in all material respects. There is no fact known to any Loan Party after due investigation that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information (excluding the projections and pro forma financial information referred to below and information of a general economic or general industry nature) any Loan Party contained in this Agreement, any other Loan Document Document, the Form 10 or any other document, certificate or statement furnished to the Agent or the Lenders or any of them, by or on behalf of any Loan Party to the Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents when taken as a wholeDocuments, contained as of the date such statement, information, document or certificate was so furnishedfurnished (or, in the case of the Form 10, as of 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 materially misleading in light of the circumstances under which such statements contained thereinmisleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower MVWC to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as 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, fact 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. As of the date hereof, the representations and warranties of any Loan Party contained in the Spin-Off Documentation are, and on the Closing Date will be, true and correct in all material respects. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents Documents, in the Form 10 as of the Effective Date or in any other documents, certificates and statements furnished to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement information, schedule, exhibit or information (excluding the projections and pro forma financial information referred to below and information of a general economic report or general industry nature) contained in this Agreement, any other Loan Document or any certificate document furnished to the Agent or the Lenders or any of them, by or on behalf of the Borrower or any Loan Party for use of its Subsidiaries to the Administrative Agent or any Lender in connection with the transactions contemplated by negotiation of this Agreement or pursuant to the terms of this Agreement, as such information, schedule, exhibit or report or other Loan Documents when taken as a wholedocument has been amended, supplemented or superseded by any other information, schedule, exhibit or report or other document later delivered to the same parties receiving such information, schedule, exhibit or report or other document, contained as any material misstatement of the date such statement, information, or certificate was so furnished, any untrue statement of a material fact or omitted to state a material fact or any fact necessary in order to make the statements contained herein or therein not materially misleading therein, in light of the circumstances under which when made, not materially misleading; provided that in the case of information, schedules, exhibits or reports or other documents made, delivered or prepared by Persons other than the Borrower, its Subsidiaries and their agents, such statements contained thereinrepresentation and warranty is subject to the qualification that it is true and correct only to the knowledge of the Borrower and its Subsidiaries. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as 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, fact 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. 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 any Loan Party on the date of the Agreement that could would be reasonably be expected likely to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information (excluding the projections and pro forma financial information referred to below The statements and information of a general economic or general industry nature) contained in this Agreement, any the other Loan Document or any certificate Documents, the Confidential Information Memorandum and the other documents, certificates and statements furnished to the Agent or the Lenders or any of them, by or on behalf of any Loan Party to the Administrative Agents or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents when Documents, taken as a whole, contained do not contain, as of the date such statement, information, or certificate was so furnishedof this Agreement, any untrue statement of a material fact or omitted omit to state a material fact necessary in order to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements contained thereinmisleading. The projections and pro forma PRO FORMA financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the U.S. Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as 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, fact 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. 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 any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Agent Administrative Agents and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents. Notwithstanding anything in this Section 4.18 to the contrary, to the extent the foregoing representation and warranty relates to the Pillsbury Businesses (whether the information referred to in such representation and warranty is contained in this Agreement, the Confidential Information Memorandum, the Acquisition Documentation or any other agreement or document referred to herein), such representation and warranty is made by the Borrowers only to their knowledge.

Accuracy of Information, etc. No As of the Signing Date, or, in the case of the Information Memorandum, the date thereof, 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, the Information Memorandum or any other Loan Document document, certificate or any certificate written statement furnished to the Agent or the Lenders or any of themSecured Creditor, by or on behalf of any Loan Party Wynn Obligor, the Company or the PASA Agent for use in connection with the transactions contemplated by this Agreement any of the Senior Finance Documents, contained (when, in the case of any such document, certificate or written statement (other than the other Loan Documents when taken Information Memorandum), read as a wholewhole with all such documents, contained as of certificates and written statements furnished on or prior to the date Signing Date to such statement, information, or certificate was so furnished, Senior Secured Creditor) any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading in light misleading. As of the circumstances under which such statements contained therein. The Signing Date, or, in the case of the Information Memorandum, the date thereof, the projections and pro forma financial information contained in the materials referenced above (including the Projections) are based upon good faith estimates and assumptions believed by management of the Borrower Company to be reasonable at the time made, it being recognized by the Lenders Senior Secured Creditors that such financial information as it relates to future events is not to be viewed as 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, fact 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 As of the Signing Date, there are no fact facts known to any Loan Party Wynn Obligor, the Company or the PASA Agent that could could, individually or collectively, reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed hereinin the Senior Finance Documents, in the other Loan Documents Information Memorandum or in any other documents, certificates and written statements furnished to the Agent and the Lenders Senior Secured Creditors for use in connection with the transactions contemplated hereby and by the other Loan Senior Finance Documents.

Accuracy of Information, etc. No statement or 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, any other Loan Document or any other document, certificate or written statement furnished to the Agent or the Lenders or any of them, by or on behalf of any Loan Party to the Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents when taken as a wholeDocuments, contained as of the date such statement, information, document or certificate was so furnished, 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 misleading. To the extent applicable to disclosure of matters that relate to a business acquired pursuant to an Acquisition (other than the City Truck Acquisition or the Stone Acquisition) for periods prior to the consummation thereof, the representations and warranties set forth in light the preceding sentence shall be made only to the best knowledge of the circumstances under which such statements contained thereinBorrower. The projections and pro forma financial information contained in the materials --- ----- referenced above and delivered on or after the Closing Date are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as 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, fact 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. As of the date hereof, the representations and warranties contained in the City Truck Acquisition Documentation are true and correct, except as could not reasonably be expected to have a Material Adverse Effect. There is no fact known to any officer of any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents or in any other documents, certificates and statements furnished to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information (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, any other Loan Document Document, the Confidential Information Memorandum or any other document, certificate or written statement (including the Spin-Off SEC filings) furnished to the Agent or the Lenders or any of them, by or on behalf of any Loan Party to the Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents when taken as a wholeDocuments, contained as of the date such statement, information, document or certificate was so furnishedfurnished (or, in the case of the Confidential Information Memorandum, as of the date of this Agreement), any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein therein, when taken as a whole, not materially misleading in light of the circumstances under which such statements contained thereinmisleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management 50 of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as 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, fact 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. As of the Funding Date, the representations and warranties contained in the Spin-off Documents and the Spin-Off SEC Filings are true and correct in all material respects. There is no fact known to any Loan Party that could would reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information (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, 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 any Loan Party to the Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents (other than the projections and other pro forma financial information and any other forward-looking information), when taken as a whole, contained as of the date such statement, information, document or certificate was so furnished, 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 light of the circumstances under which such statements contained thereinwere made. All forward-looking information that has been or will be made available to the Administrative Agent or the Lenders by or on behalf of any Loan Party is not and will not, when furnished and taken as a whole, be materially misleading in light of the circumstance under which such forward-looking information is furnished. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as 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, fact 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. As of the date hereof, the representations and warranties contained in the Purchase Agreement Documents made by the Borrower and, to the knowledge of the Borrower, made by Persons other than the Borrower are true and correct in all material respects. There is no fact known to any Loan Party that could would reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents or in any other documents, certificates and statements furnished to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information (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, any other Loan Document or any other document, certificate or statement furnished to the Administrative Agent or the Lenders Lenders, or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by this Agreement or the other Loan Documents when taken as a whole(but excluding all projections and pro forma financial information and other estimates covered by the next sentence), contained as of the date such statement, information, document or certificate was 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 light of the circumstances under which such statements contained thereinmisleading. The projections and pro forma financial information and other estimates and opinions contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Administrative Agent and the Lenders that such financial information as it relates to future events is not to be viewed as 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, fact 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 As of the date hereof, the representations and warranties (a) of STCBV in the Purchase Agreement are true and correct in all material respects, (b) of the STC Parties in the Exchange Agreement are true and correct in all material respects and (c) of all other parties to the Purchase Agreement and the Exchange Agreement, to the knowledge of Holdings and the Borrower, are true and correct in all material respects. As of the Closing Date, there is no fact known to any Loan Party (other than general economic conditions, which conditions are commonly known and affect businesses generally) that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents or in any other documents, certificates and statements furnished to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information (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, any other Loan Document Document, the Offering Memorandum or any other document, certificate or statement furnished to the Agent or the Lenders or any of them, by or on behalf of any Loan Party Group Member to the Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents when taken as a wholeDocuments, contained as of the date such statement, information, document or certificate was so furnishedfurnished (or, in the case of the Offering Memorandum, as of the date of this Agreement), any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements contained thereinmisleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower ACEP to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as 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, fact 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. As of the date hereof, to the best of each Group Member's knowledge after due inquiry, the representations and warranties contained in the Acquisition Documentation are true and correct in all material respects. There is no fact known to any Loan Party Group Member that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents Documents, in the Offering Memorandum or in any other documents, certificates and statements furnished to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information (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, any other Loan Document 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 any Loan Party to the Paying Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents when taken Documents, as a wholesuch information, schedule, exhibit or report or other document has been amended, supplemented or superseded by any other information, schedule, exhibit or report or other document later delivered to the same parties receiving such information, schedule, exhibit or report or other document prior to the date on which this representation is made or deemed made, contained as of the date such statement, information, document or certificate was so furnishedfurnished (or, in the case of the Confidential Information Memorandum, as of the date of this Agreement), any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading therein, in light of the circumstances under which when made, not materially misleading, provided that in the case of information, schedules, exhibits or reports or other documents made, delivered or prepared by Persons other than the Borrower, its Subsidiaries and their agents (other than any of the foregoing contained in the Confidential Information Memorandum), such statements contained thereinrepresentation and warranty is subject to the qualification that it is true and correct only to the knowledge of the Borrower and its Subsidiaries. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as 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, fact 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. 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 any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Paying Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information (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, any other Loan Document 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 any Loan Party to the Administrative Agent or the Term Loan B Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents when taken as a wholeDocuments, contained as of the date such statement, information, document or certificate was so furnishedfurnished (or, in the case of the Confidential Information Memorandum, as of the 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 therein, when taken as a whole and in conjunction with TWTC’s public filings and disclosures, not materially misleading in light of the circumstances under which such statements contained thereinmisleading. The projections and pro forma financial information contained in the materials referenced above are were based upon good faith estimates and assumptions believed by management of the Borrower TWTC to be reasonable at the time made, it being recognized by the Term Loan B Lenders that such financial information as it relates to future events is not to be viewed as 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, fact 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 As of the Effective Date, there is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in TWTC’s public filings and disclosures, in the other Loan Documents 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 Term Loan B Lenders for use in connection with the transactions contemplated hereby 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, any other Loan Document 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 any Loan Party for use in connection with the transactions contemplated by this Agreement or the other Loan Documents when taken as a wholeDocuments, contained as of the date such statement, information, document or certificate was so furnishedfurnished (or, in the case of the Confidential Information Memorandum, as of the date of this Agreement), any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements contained thereinmisleading. The projections and pro forma financial information --- ----- contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as 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, fact 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. As of the date hereof, the representations and warranties contained in the Acquisition Agreement are true and correct in all material respects. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information (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, any other Loan Document 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 any Loan Party for use in connection with the transactions contemplated by this Agreement or the other Loan Documents when taken as a wholeDocuments, contained as of the date such statement, information, document or certificate was so furnishedfurnished (or, in the case of the Confidential Information Memorandum, as of the date of this Agreement), any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements contained thereinwere made. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as 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, fact 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 Borrower concerning any Loan Party or its Subsidiaries, or its or their respective Properties, business or condition (financial or otherwise) that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Agent Agents and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No 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, any other Loan Document Document, the Confidential Information Memorandum or any other document, certificate or statement furnished to the Agent Arrangers, the Agents or the Lenders or any of them, by or on behalf of any Loan Party or any Subsidiary (including any Securitization Subsidiary) thereof for use in connection with the transactions contemplated by this Agreement or the other Loan Documents when taken as a wholeDocuments, contained as of the date such statement, information, document or certificate was so furnishedfurnished (or, in the case of the Confidential Information Memorandum, as of the date of this Agreement), any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements contained thereinmisleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of WTI, LP and the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as 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, fact 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. As of the Closing Date, the representations and warranties of the Borrower and WTI contained in the Transaction Documentation are true and correct in all material respects. There is no fact known to WTI or any Loan Party of its Subsidiaries (including any Securitization Subsidiary) that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents Documents, in the Confidential Information Memorandum or in any other documents, certificates and written statements furnished to the Agent Arrangers, the Agents and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No As of the Expansion Signing Date, or, in the case of the Information Memorandums, the respective dates thereof, no statement or information (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, each Information Memorandum or any other Loan Document document, certificate or any certificate written statement furnished to the Agent or the Lenders or any of themSecured Creditor, by or on behalf of any Loan Party Wynn Obligor, the Company or the PASA Agent for use in connection with the transactions contemplated by this Agreement any of the Senior Finance Documents, contained (when, in the case of any such document, certificate or written statement (other than the other Loan Documents when taken Information Memorandums), read as a wholewhole with all such documents, contained as of certificates and written statements furnished on or prior to the date Expansion Signing Date to such statement, information, or certificate was so furnished, Senior Secured Creditor) any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading in light misleading. As of the circumstances under which such statements contained therein. The Expansion Signing Date, or, in the case of the Information Memorandums, the dates thereof, the projections and pro forma financial information contained in the materials referenced above (including the Projections) are based upon good faith estimates and assumptions believed by management of the Borrower Company to be reasonable at the time made, it being recognized by the Lenders Senior Secured Creditors that such financial information as it relates to future events is not to be viewed as 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, fact 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 As of the Expansion Signing Date, there are no fact facts known to any Loan Party Wynn Obligor, the Company or the PASA Agent that could could, individually or collectively, reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed hereinin the Senior Finance Documents, in the other Loan Documents Information Memorandums or in any other documents, certificates and written statements furnished to the Agent and the Lenders Senior Secured Creditors for use in connection with the transactions contemplated hereby and by the other Loan Senior Finance Documents.

Accuracy of Information, etc. No statement or information (excluding the projections and pro forma financial information referred to below The statements and information of a general economic or general industry nature) contained in this Agreement, any other Loan Document Document, the Confidential Information Memorandum and any other document, certificate or any certificate statement furnished to the Agent Agents or the Lenders or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by this Agreement or the other Loan Documents when Documents, taken as a whole, contained did not contain as of the date such statementstatements, information, or documents and certificate was were so furnished, any untrue statement of a material fact or omitted omit to state a material fact necessary in order to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements contained thereinmisleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Agents and the Lenders that such financial information as it relates to future events is not to be viewed as 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, fact 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. As of the date hereof, the representations and warranties of the Borrower and, to the Borrower's knowledge, of the Sellers contained in the Acquisition Agreements are true and correct in all material respects. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Agent Agents and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information (excluding the projections and pro forma financial information referred to below and information of a general economic or general industry natureother than projections) contained in this Agreement, any other Loan Document Document, the Confidential Information Memorandum or any other document, certificate or statement furnished to the Agent Arrangers, the Agents or the Lenders or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by this Agreement or the other Loan Documents when taken as a wholeDocuments, contained as of the date such statement, information, document or certificate was so furnishedfurnished (or, in the case of the Confidential Information Memorandum, as of the date of this Agreement), any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements contained thereinmisleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of Holdings and the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as 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, fact 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 As of the Closing Date, the representations and warranties of the Borrower and, to the best knowledge of Holdings or the Borrower of Royal Numico N.V. and Numico USA, Inc., contained in the Acquisition Documentation are true and correct in all material respects (except as set forth on Schedule 4.3). As of the Closing Date, there is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Agent Arrangers, the Agents and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information (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, any other Loan Document 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 any Loan Party the Borrower for use in connection with the transactions contemplated by this Agreement or the other Loan Documents when taken as a wholeDocuments, contained as of the date such statement, information, document or certificate was so furnishedfurnished (or, in the case of the Confidential Information Memorandum, as of the date of this Agreement), any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements contained thereinwere made. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as 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, fact 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. As of the date hereof, (i) the representations and warranties of the Borrower contained in the Acquisition Documentation are true and correct in all material respects, and (ii) to the best knowledge of the Borrower, the representations and warranties of the Selling Parties in the Acquisition Documentation are true and correct in all material respects. There is no fact known to any Loan Party the Borrower concerning the Borrower, the General Partner, WEG or its Subsidiaries, or its or their respective Properties, business or condition (financial or otherwise) that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Agent Agents and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.