Common use of No Material Misstatements Clause in Contracts

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Subsidiaries, the ADT Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge), when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto). (b) The Projections and other forward looking information and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized), as of the date such Projections and information were furnished to the Lenders. (c) As of the Eighth Amendment Agreement Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the Subsidiaries, the ADT Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge)hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto). (b) The Projections and other forward looking information and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized), as of the date such Projections and information were furnished to the Lenders. (c) As Lenders and as of the Eighth Amendment Agreement Effective Closing Date, and (ii) as of the information included Closing Date, have not been modified in any material respect by the Beneficial Ownership Certification is true and correct in all material respectsBorrower.

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information estimates and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Holdings or any of its Subsidiaries, the ADT Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders Lender, any Lead Arranger or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge)hereby, when taken as a whole, was true and correct in all material respects, respects as of the date such Information was furnished to the Lenders such person and as of the Closing First Restatement Effective Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Projections and other forward looking information estimates and information of a general economic nature prepared by or on behalf of the Borrower Parties or any of its their representatives and that have been made available to any Lenders Lenders, any Lead Arranger or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower Parties to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly vary materially from the projected results, and that no assurance can be given that the projected results will be realizedProjections), as of the date such Projections and information estimates were furnished to the LendersLenders and as of the First Restatement Effective Date and (ii) as of the First Restatement Effective Date, have not been modified in any material respect by the Borrower without the consent of the Administrative Agent and the Lead Arrangers. (c) As of the Eighth FILO Amendment Agreement Effective Date, to the knowledge of the Borrower, the information included in the Beneficial Ownership Certification provided on or prior to the FILO Amendment Effective Date to any Lender in connection with this Agreement is true and correct in all material respects.

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information estimates and information of a general economic nature or general industry nature) (the “Information”) concerning the BorrowerLoan Parties, the Subsidiaries, Material Subsidiaries and the ADT Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge)hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and/or the Administrative Agent and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Projections and other forward looking information Projections, estimates and information of a general economic nature prepared by or on behalf of the Borrower Company or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby have been prepared in good faith based upon assumptions believed by the Borrower Company to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly vary materially from the projected results, and that no assurance can be given that the projected results will be realizedProjections), as of the date such Projections and information estimates were furnished to the LendersLenders and/or the Administrative Agent and as of the Closing Date. (c) As of the Eighth Amendment Agreement Effective Closing Date, to the best knowledge of the Borrower, the information included in the Beneficial Ownership Certification provided on or prior to the Closing Date to any Lender in connection with this Agreement is true and correct in all material respects.

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information and information of a general economic nature or general industry specific nature) (the “Information”) concerning Parent, the BorrowerBorrowers, the Subsidiaries, the ADT Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge)hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders (and as of the Closing Date Date, with respect to Information provided prior thereto) and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto). (b) The Projections and other forward looking information and information of a general economic nature prepared by or on behalf of Parent, the Borrower Borrowers or any of its their representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby have been prepared in good faith based upon assumptions believed by Parent and the Borrower Borrowers to be reasonable as of the date thereof (it being understood that such Projections and other forward looking information are as to future events and are not to be viewed as facts, such Projections and other forward looking information are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections or other forward looking information may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized), ) and as of the date such Projections and information were furnished to the Lenders. (c) As of the Eighth Amendment Agreement Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information and information of a general economic nature or general industry specific nature) (the “Information”) concerning the Borrower, the Subsidiaries, the ADT Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target Family Dollar on or prior to the Closing Date, to the Borrower’s knowledge), when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders (and as of the Closing Date Date, with respect to Information provided prior thereto) and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto). (b) The Projections and other forward looking information and information of a general economic nature prepared by or on behalf of the Borrower or any of its their representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections and other forward looking information are as to future events and are not to be viewed as facts, such Projections and other forward looking information are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections or other forward looking information may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized), as of the date such Projections and information were furnished to the Lenders. (c) As of the Eighth Amendment Agreement Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the Subsidiaries, the ADT Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge)hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Effective Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect made. Notwithstanding anything herein or in any other Loan Documents to the contrary, any and all supplements information in respect of or in connection with the Transactions received at any time and updates provided thereto)from time to time prior to or during the Certain Funds Period shall be deemed to constitute Information. (b) The Projections and other forward looking information estimates and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly vary materially from the projected results, and that no assurance can be given that the projected results will be realizedProjections), as of the date such Projections and information estimates were furnished to the LendersLenders and as of the Effective Date, and (ii) as of the Effective Date, have not been modified in any material respect by the Borrower. (c) As of the Eighth Amendment Agreement Effective Date, to the knowledge of the Borrower, the information included in the Beneficial Ownership Certification provided on or prior to the Effective Date to any Lender in connection with this Agreement is true and correct in all material respects.

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information and information of a general economic nature or general industry specific nature) (the “Information”) concerning the BorrowerParent, the Subsidiaries, the ADT Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target GW Pharma on or prior to the Closing Date, to the each Borrower’s knowledge), when taken as a wholewhole and in light of the circumstances when furnished, was true and correct in all material respects, as of the date such Information was furnished to the Lenders (and as of the Closing Date Date, with respect to Information provided prior thereto) and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto). (b) The Projections and other forward looking information and information of a general economic nature prepared by or on behalf of the Borrower Parent or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby have been prepared in good faith based upon assumptions believed by the Borrower Parent to be reasonable as of the time made and at the date thereof (it being understood that such Projections are as to inherently uncertain future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections or other forward looking information may differ significantly from the projected results, and that no assurance can be given or is being given that the projected results will be realized), as of the date such Projections and information were furnished to the Lenders. (c) As of the Eighth Amendment Agreement Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

No Material Misstatements. (a) All written factual information (other than to the Borrower’s knowledge with respect to any written information related to or provided by the Acquired Business prior to the Closing Date) including historical financials (including pro forma financial statements based on historical balance sheets and income statements, but excluding, in each case, projected financial information, the Projections, forward looking information budgets, estimates and information of a general economic nature or general industry specific nature) (the “Information”) concerning the Borrower, the Subsidiaries, the ADT Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge)Transactions, when taken as a wholewhole (as modified or supplemented by other information so furnished), was true were accurate and correct complete in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, not contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, therein not materially misleading (after giving effect to all modifications, supplements and updates thereto from time to time) in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Any Projections and other forward looking information and information of a general economic nature estimates prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized)thereof, as of the date such Projections and information estimates were furnished to the Lenders. (c) As Lenders and as of the Eighth Amendment Agreement Effective Closing Date, and (ii) as of the information included Closing Date, have not been modified in any material respect by the Borrower (it being understood that Projections and estimates by their nature are inherently uncertain, that actual results may differ significantly from the Projections or estimated results and that such differences may be material and no assurances are being given that the results reflected in the Beneficial Ownership Certification is true Projections and correct in all material respectsestimates will be achieved).

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information estimates and information of a general economic nature or general industry nature) (the “Information”) concerning the BorrowerLoan Parties, the Material Subsidiaries, the ADT Transactions and the Acquisition Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the ADT Transactions and the Acquisition Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge)hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and/or the Administrative Agent and as of the Closing Date (or, with respect to the Acquisition Transactions, solely as of the date such Information was furnished to the Lenders and/or the Administrative Agent) and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Projections and other forward looking information Projections, estimates and information of a general economic nature prepared by or on behalf of the Borrower Company or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions and the Acquisition Transactions or the other transactions contemplated hereby have been prepared in good faith based upon assumptions believed by the Borrower Company to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly vary materially from the projected results, and that no assurance can be given that the projected results will be realizedProjections), as of the date such Projections and information estimates were furnished to the LendersLenders and/or the Administrative Agent and as of the Closing Date (or, with respect to the Acquisition Transactions, solely as of the date such Projections and estimates were furnished to the Lenders and/or the Administrative Agent). (c) As of the Eighth Amendment Agreement Restatement Effective Date, to the best knowledge of the Borrowers, the information included in the Beneficial Ownership Certification provided on or prior to the Restatement Effective Date to any Lender in connection with this Agreement is true and correct in all material respects.

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information and information of a general economic nature or general industry nature) (the “Information”) that has been made available by or on behalf of the Borrower or any of its representatives concerning the Borrower, the Subsidiaries, the ADT Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target Borrower and its subsidiaries on or prior to the Closing Date, to the Borrower’s knowledge), when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto). (b) The Projections and other forward looking information and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof such Projections and information were furnished to the Lenders (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, such differences may be material, and that no assurance can be given that the projected results will be realized), as of the date such Projections and information were furnished to the Lenders. (c) As of the Eighth Amendment Agreement Effective Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the U.S. Borrower, the Subsidiaries, the ADT Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge)hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Amendment Effective Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Any Projections and other forward looking information estimates and information of a general economic nature prepared by or on behalf of the U.S. Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the U.S. Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly vary materially from the projected results, and that no assurance can be given that the projected results will be realizedProjections), as of the date such Projections and information estimates were furnished to the Lenders. (c) As Initial Lenders and as of the Eighth Amendment Agreement Effective Date, and (ii) as of the information included Amendment Effective Date, have not been modified in any material respect by the Beneficial Ownership Certification is true and correct in all material respectsU.S. Borrower.

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the Subsidiaries, the ADT Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge)hereby, when taken as a whole, was were true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, not contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Any Projections and other forward looking information estimates and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized)thereof, as of the date such Projections and information estimates were furnished to the Lenders. (c) As Lenders and as of the Eighth Amendment Agreement Effective Closing Date, and (ii) as of the information included Closing Date, have not been modified in any material respect by the Borrower (it being understood that forecasts and projections by their nature are inherently uncertain, that actual results may differ significantly from the forecasted or projected results and that such differences may be material and no assurances are being given that the results reflected in the Beneficial Ownership Certification is true forecasts and correct in all material respectsprojections will be achieved).

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the U.S. Borrower, the Subsidiaries, the ADT Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge)hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Any Projections and other forward looking information estimates and information of a general economic nature prepared by or on behalf of the Borrower U.S. Borrower, any Subsidiaries or any of its their representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the U.S. Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly vary materially from the projected results, and that no assurance can be given that the projected results will be realizedProjections), as of the date such Projections and information estimates were furnished to the Lenders. (c) As Initial Lenders and as of the Eighth Amendment Agreement Effective Closing Date, and (ii) as of the information included Closing Date, have not been modified in any material respect by the Beneficial Ownership Certification is true and correct in all material respectsU.S. Borrower or any Subsidiary.

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information estimates and information of a general economic nature or general industry specific nature) (the “Information”) concerning the BorrowerHoldings, Products, the Subsidiaries, the ADT Transactions and any other transactions contemplated hereby included in the Information Memorandum Lender Presentation or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge)hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information information was furnished to the Lenders and and, if delivered prior to the Restatement Date, as of the Closing Restatement Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all written supplements and updates provided theretothereto prior to the Restatement Date and, with respect to Tembec and its subsidiaries, to the best of Holdings’ knowledge prior to the Restatement Date). (b) The Projections and other forward looking information estimates and information of a general economic nature prepared by or on behalf of the Borrower Holdings or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower Holdings to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that the actual results during the period or periods covered by any such Projections information may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized), as of the date such Projections and information estimates were furnished to the Lenders. (c) As of the Eighth Amendment Agreement Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

No Material Misstatements. (a) All As of the Closing Date, all written factual information (other than the Projections, forward looking information and information of a general economic nature or general industry specific nature) (the “Information”) concerning the Borrower, the Subsidiaries, the ADT Transactions its Subsidiaries and any other transactions contemplated hereby included in the Information Memorandum Lender Presentation or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge)hereby, when taken as a wholewhole and in light of the circumstances when furnished, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date Date, with respect to Information provided prior thereto, and as of the date such Information was furnished to the Lenders (and as of the Closing Date, with respect to Information provided prior thereto), when did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto). (b) The As of the Closing Date, the Projections and other forward looking information and information of a general economic nature prepared by or on behalf of the Borrower or any of its their representatives and that have been made available to any Lenders Lender or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to inherently uncertain future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given or is being given that the projected results will be realized), ) and as of the date such Projections and information were furnished to the Lenders. (c) As of the Eighth Amendment Agreement Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Subsidiaries, Subsidiaries and the ADT Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge)hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto). (b) The Projections and other forward looking information and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized), as of the date such Projections and information were furnished to the Lenders. (c) As of the Eighth Amendment Agreement Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information and information of a general economic nature or general industry specific nature) (the “Information”) concerning the BorrowerParent, the Borrowers, the Subsidiaries, the ADT Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target Cadence on or prior to the Closing Date, to the BorrowerParent’s knowledge), when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders (and as of the Closing Date Date, with respect to Information provided prior thereto) and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto). (b) The Projections and other forward looking information and information of a general economic nature prepared by or on behalf of the Parent, any Borrower or any of its their representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby have been prepared in good faith based upon assumptions believed by the Parent or the applicable Borrower to be reasonable as of the date thereof (it being understood that such Projections and other forward looking information are as to future events and are not to be viewed as facts, such Projections and other forward looking information are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections or other forward looking information may differ significantly materially from the projected results, and that no assurance can be given that the projected results will be realized), as of the date such Projections and information were furnished to the Lenders. (c) As of the Eighth Amendment Agreement Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, Intermediate Holdings, the U.S. Borrower, the Subsidiaries, the ADT Restatement Transactions and any other transactions contemplated hereby included in the Information Memorandum Lenders’ Presentation or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the ADT Restatement Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge)hereby, when taken as a whole, was were true and correct in all material respectsrespects as of the date thereof, as of the date such Information was first furnished to the Lenders and as of the Closing Restatement Effective Date and did not, taken as a whole, not contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Projections and other forward looking information and information of a general economic nature estimates prepared by or on behalf of the U.S. Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT Restatement Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the U.S. Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized)thereof, as of the date such Projections and information estimates were first furnished to the Lenders. (c) As Lenders and as of the Eighth Amendment Agreement Restatement Effective Date, and (ii) as of the information included Restatement Effective Date, have not been modified in any material respect by the Beneficial Ownership Certification is true and correct in all material respectsU.S. Borrower.

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Subsidiaries, the ADT Transactions and any other transactions contemplated hereby by the Original Credit Agreement included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby by the Original Credit Agreement (to the extent such Information relates to the Target Company on or prior to the Closing Date, to the BorrowerCompany’s knowledge), when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto). (b) The Projections and other forward looking information and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized), as of the date such Projections and information were furnished to the Lenders. (c) As of the Eighth Amendment Agreement 2020 Effective Date, to the best knowledge of the Company, the information included in the Beneficial Ownership Certification Certificate provided on or prior to the 2020 Effective Date to any Lender in connection with this Agreement is true and correct in all material respects.

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning that has been made available by or on behalf of the Parent Borrower, the Co-Borrower or any of their respective Affiliates or representatives concerning the Parent Borrower, the Co-Borrower any of their respective Subsidiaries, the ADT Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge)hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date (or, in respect of any other transactions, the closing date of such transaction) and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto). (b) The Projections and other forward looking information and information of a general economic nature prepared by or on behalf of the Parent Borrower or the Co-Borrower or any of its their representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby have been prepared in good faith based upon assumptions believed by the Parent Borrower or the Co-Borrower, as applicable, to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized), as of the date such Projections and information were furnished to the Lenders. (c) As of the Eighth Amendment Agreement Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Subsidiaries, the ADT Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge), when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto). (b) The Projections and other forward looking information and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized), as of the date such Projections and information were furnished to the Lenders. (c) As of the Eighth Amendment Agreement Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

No Material Misstatements. (a) All No written factual information information, statement, exhibit, certificate, document or report (other than the Projectionsprojections, forward looking information and information of a general economic nature or general industry specific nature) furnished to the Administrative Agent and the Lenders (or any of them) by the “Information”) concerning Parent MLP, the Borrower, the Subsidiaries, the ADT Transactions and any other transactions contemplated hereby included in the Information Memorandum Restricted Subsidiary or otherwise prepared by or on behalf any of the foregoing or their representatives and made available to any Lenders or the Administrative Agent Affiliates in connection with the ADT Transactions negotiation of this Agreement contains any material misstatement of fact or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge), when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit omits to state a material fact or any fact necessary in order to make the statements statement contained thereintherein not materially misleading in the light of the circumstances in which made and with respect to the Parent MLP, the Borrower and the other Restricted Subsidiaries taken as a whole, not materially misleading in light of . All financial projections concerning the circumstances under which such statements were made Loan Parties furnished to the Administrative Agent and the Lenders (giving effect to all supplements and updates provided thereto). (b) The Projections and other forward looking information and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to them) by any Lenders or the Administrative Agent Loan Party in connection with the ADT Transactions negotiation or the other transactions contemplated hereby this Agreement have been prepared in good faith based upon assumptions believed by the Borrower Loan Parties to be reasonable as of at the date thereof (time made, it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during may vary materially from such projections. There is no fact peculiar to the period Parent MLP, the Borrower or periods covered by any such Projections may differ significantly from other Restricted Subsidiary which has a Material Adverse Effect or in the projected resultsfuture is reasonably likely to have (so far as the Borrower or the Parent MLP can now foresee) a Material Adverse Effect and which has not been set forth in this Agreement or the other documents, certificates and that no assurance can be given that the projected results will be realized), as of the date such Projections and information were statements furnished to the Lenders. (c) As Administrative Agent by or on behalf of the Eighth Amendment Agreement Effective DateParent MLP, the Borrower or any other Restricted Subsidiary prior to, or on, the Closing Date in connection with the transactions contemplated hereby. There are no statements or conclusions in any Reserve Report which are based upon or include misleading information included in or fail to take into account material information regarding the Beneficial Ownership Certification matters reported therein, it being understood that each Reserve Report is true necessarily based upon professional opinions, estimates and correct in all material respectsprojections and that neither Borrower nor the Parent MLP warrants that such opinions, estimates and projections will ultimately prove to have been accurate. No representation or warranty is made with respect to any Hydrocarbon Interest to which no proved oil or gas reserves are properly attributed.

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information estimates and information of a general economic nature or general industry nature) (the “"Information”") concerning Holdings, Intermediate Holdings, the U.S. Borrower, the Subsidiaries, the ADT Restatement Transactions and any other transactions contemplated hereby included in the Information Memorandum Lenders' Presentation or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the ADT Restatement Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge)hereby, when taken as a whole, was were true and correct in all material respectsrespects as of the date thereof, as of the date such Information was first furnished to the Lenders and as of the Closing Restatement Effective Date and did not, taken as a whole, not contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Projections and other forward looking information and information of a general economic nature estimates prepared by or on behalf of the U.S. Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT Restatement Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the U.S. Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized)thereof, as of the date such Projections and information estimates were first furnished to the Lenders. (c) As Lenders and as of the Eighth Amendment Agreement Restatement Effective Date, and (ii) as of the information included Restatement Effective Date, have not been modified in any material respect by the Beneficial Ownership Certification is true and correct in all material respectsU.S. Borrower.

No Material Misstatements. (a) All As of the Closing Date, all written factual information (other than the Projections, forward looking information and information of a general economic nature or general industry specific nature) (the “Information”) concerning the Borrower, the Subsidiaries, the ADT Enhabit Transactions and any other transactions contemplated hereby included in the Information Memorandum Lender Presentation or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the ADT Enhabit Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge)hereby, when taken as a wholewhole and in light of the circumstances when furnished, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date Date, with respect to Information provided prior thereto, and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto). (b) The As of the Closing Date, the Projections and other forward looking information and information of a general economic nature prepared by or on behalf of the Borrower or any of its their representatives and that have been made available to any Lenders Lender or the Administrative Agent in connection with the ADT Enhabit Transactions or the other transactions contemplated hereby have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to inherently uncertain future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given or is being given that the projected results will be realized), ) and as of the date such Projections and information were furnished to the Lenders. (c) As of the Eighth Amendment Agreement Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

No Material Misstatements. (a) All written factual information (other than At the Projections, forward looking information and information of a general economic nature or general industry nature) (respective times the “Information”) concerning the Borrower, the Subsidiaries, the ADT Transactions Registration Statement and any other transactions contemplated hereby included in amendments thereto became or become effective, at the Information Memorandum or otherwise prepared by or on behalf date of this Agreement and at the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to the Initial Closing Date, to the Borrower’s knowledge), when taken as a whole, was true Registration Statement and correct in all material respects, as of the date such Information was furnished to the Lenders any amendments thereto did not and as of the Closing Date and did not, taken as a whole, will not contain any untrue statement of a material fact as or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the General Disclosure Package, the Prospectus and any amendments or supplements thereto, at time the Prospectus or any amendment or supplement thereto was issued and at the Applicable Time and at the Initial Closing Date, did not and will not contain an untrue statement of any such date a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which they were made, not misleading; provided, however, that the foregoing representations and warranties in this paragraph (g) shall not apply to information contained in or omitted from the Registration Statement, the General Disclosure Package or the Prospectus in reliance upon and in conformity with written information furnished to the Company by the Underwriters specifically for inclusion therein, which information the parties hereto agree is limited to the Underwriter’s Information and or provided, further, that the representations and warranties of each of the Selling Stockholders set forth in this subsection (g) apply only to statements or omissions made in reliance upon and in conformity with information relating to such statements were made (giving effect to all supplements and updates provided thereto). (b) The Projections and other forward looking information and information of a general economic nature prepared Selling Stockholder furnished in writing by or on behalf of such Selling Stockholder expressly for use in the Borrower Registration Statement, the General Disclosure Package, any Prospectus or any of its representatives and that have been made available to any Lenders amendment or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (supplement thereto, it being understood and agreed that the only information furnished by such Projections are as Selling Stockholder consists of the name of such Selling Stockholder, the number of offered Shares and the address and other information with respect to future events such Selling Stockholder (excluding percentages) which appear in the Registration Statement, Time of Sale Prospectus, and are the Prospectus in the table (and corresponding footnotes) under the caption “Principal and Selling Stockholders” (with respect to each Selling Stockholder, the “Selling Stockholder Information”) therein; each Selling Stockholder is not and was not prompted to sell the Securities to be viewed as facts, sold by such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered Selling Stockholder hereunder by any such Projections may differ significantly from information concerning the projected results, and that no assurance can be given that the projected results will be realized), as Company or any subsidiary of the date such Projections and information were furnished to the Lenders. (c) As of the Eighth Amendment Agreement Effective Date, the information included Company that is not set forth in the Beneficial Ownership Certification is true and correct in all material respectsRegistration Statement or the Final Prospectus.

No Material Misstatements. (a) All written factual information (other than At the Projections, forward looking information and information of a general economic nature or general industry nature) (respective times the “Information”) concerning the Borrower, the Subsidiaries, the ADT Transactions Registration Statement and any other transactions contemplated hereby included in amendments thereto became or become effective, at the Information Memorandum or otherwise prepared by or on behalf date of this Agreement and at the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to the First Closing Date, to the Borrower’s knowledge), when taken as a whole, was true Registration Statement and correct in all material respects, as of the date such Information was furnished to the Lenders any amendments thereto did not and as of the Closing Date and did not, taken as a whole, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Time of Sale Disclosure Package, the Prospectus and any amendments or supplements thereto, at time the Prospectus or any amendment or supplement thereto was issued and at the First Closing Date (as defined below), did not and will not contain an untrue statement of any such date a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which they were made, not misleading; provided, however, that the foregoing representations and warranties in this paragraph (f) apply only to the extent that any information contained in or omitted from the Registration Statement or Prospectus was made in reliance upon and in conformity with written information furnished to the Company by such statements were made (giving effect to all supplements Selling Shareholder it being understood and updates provided thereto). (b) The Projections and other forward looking agreed that the only such information and information of a general economic nature prepared furnished by or on behalf of such Selling Shareholder specifically for inclusion in the Borrower Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus or any issuer free writing prospectus consists of its representatives the name and address of such Selling Shareholder and the number of Shares held by such Selling Shareholder before and after the offering under the caption “Selling Shareholder” (in all cases excluding percentages) in the Preliminary Prospectus, Time of Sale Disclosure Package and Prospectus, as well as all of the information set forth in the footnote to the table therein (the “Selling Shareholder Information”); and provided, further, that have been made available the Selling Shareholder makes no representation or warranty with respect to any Lenders or the Administrative Agent statements made in connection reliance upon and in conformity with the ADT Transactions or the other transactions contemplated hereby have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized), as of the date such Projections and information were furnished to the LendersUnderwriters Information. (c) As of the Eighth Amendment Agreement Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

No Material Misstatements. As of the Closing Date, to the knowledge of the Borrower, the written information, reports, financial statements, exhibits and schedules furnished by (aas modified or supplemented by other written information so furnished prior to the Closing Date) All written factual information or on behalf of the Borrower to the Administrative Agent or the Lenders (other than the Projectionsprojections, forward forecasts, budgets, estimates and other information of a forward-looking information nature and information of a general economic nature or general industry industry-specific nature) (the “Information”) concerning the Borrower, the Subsidiaries, the ADT Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to the Closing Date, to Date in connection with the Borrower’s knowledge), when transactions contemplated hereby (taken as a whole, was true and correct in all material respects) did not and, as of the date such Information was furnished to the Lenders and as of the Closing Date and did notDate, taken as a whole, does not contain any untrue statement material misstatement of a material fact as of any such date or omit to state a any material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in the light of the circumstances under which such statements they were made (giving effect to all supplements and updates provided thereto). (b) made, not materially misleading. The Projections and other forward looking information and information of a general economic nature prepared projections furnished by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent and the Lenders prior to the Closing Date in connection with the ADT Transactions or the other transactions contemplated hereby have been (as modified or supplemented by other written information so furnished prior to the Closing Date) were prepared in good faith based upon on the basis of assumptions believed by the Borrower to be reasonable as in light of the date thereof conditions existing at the time of delivery of such projections, and represented, at the time of delivery thereof, a reasonable good faith estimate of future financial performance by the Borrower (it being understood that such Projections are as to future events and projections are not to be viewed as facts, such Projections facts and are subject to significant uncertainties and contingencies and contingencies, many of which are beyond the control of the Borrower, that actual results during the period or periods covered by any may vary from projected results and such Projections variances may differ significantly from the projected results, be material and that the Borrower makes no assurance can be given that representation as to the projected results attainability of such projections or as to whether such projections will be realizedachieved or will materialize), as of the date such Projections and information were furnished to the Lenders. (c) As of the Eighth Amendment Agreement Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

No Material Misstatements. (a) All Each representation, warranty and statement of fact of any Note Party contained in any Note Document or in any other documents, certificates or written factual information statements (other than the Projections, forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the BorrowerIssuer, the Subsidiaries, the ADT Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders the Trustee or the Administrative Agent Purchasers in connection with the ADT Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge), when taken as a wholehereby, was true and correct in all material respects, as of the date such Information was furnished to the Lenders Required Noteholder Parties and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided theretothereto prior to the Closing Date). (b) The Projections Projections, pro forma financial information and other forward looking information and information of a general economic nature prepared by or on behalf of the Borrower Issuer or any of its representatives and that have been made available to any Lenders or the Administrative Agent Purchasers in connection with the ADT Transactions or the other transactions contemplated hereby have been prepared in good faith based upon assumptions believed by the Borrower Issuer to be reasonable as of the date thereof and as of the date such Projections and information were furnished to the Purchasers (it being understood that such Projections Projections, pro forma financial information and other forward looking information are as to future events and are not to be viewed as facts, such Projections Projections, pro forma financial information and other forward looking information are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections Projections, pro forma financial information and other forward looking information may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized), as of the date such Projections and information were furnished to the Lenders. (c) As of the Eighth Amendment Agreement Effective Closing Date, to the knowledge of the Issuer, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

No Material Misstatements. (a) All written factual information (other than the Projections, estimates, forecasts, forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the BorrowerBorrower or any of its Restricted Subsidiaries (but as of the Closing Date, only to the Subsidiariesknowledge of the Borrower with respect to any Restricted Subsidiary that was not a subsidiary of the Borrower prior to the Closing Date) or the Transactions (but only to the knowledge of the Borrower for all Information as it relates to the Sellers or the Target Assets), the ADT Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared furnished by or on behalf of the foregoing or their representatives and made available to any Lenders Lender or the Administrative Agent in connection with the ADT Transactions for use in evaluating the Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge)hereby, when taken as a whole, was true and correct in all material respects, respects as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in any material respect in light of the circumstances under which such statements were made (after giving effect to all supplements and updates provided theretothereto delivered to the Arrangers prior to such time). (b) The Projections Projections, estimates, forecasts and other forward forward-looking information and (collectively, “Forecasted Information”) (other than information of a general economic nature prepared or general industry nature) furnished by or on behalf of the Borrower or any of its representatives Restricted Subsidiaries and that have been made available furnished to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby Lenders have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of at the date thereof time made and at the time such Forecasted Information was furnished (it being understood that actual results may vary materially from such Projections are Forecasted Information) and as of the Closing Date, it being understood (A) that such Forecasted Information is as to future events and are is not to be viewed as factsfact, that such Projections are Forecasted Information is subject to significant uncertainties and contingencies contingencies, many of which are beyond the control of the Borrower and its Subsidiaries, that no assurance can be given that any particular projection, estimate or forecast included in the Forecasted Information will be realized and that actual results during the period or periods covered by any such Projections Forecasted Information may differ significantly from the projected results, results and such differences may be material and that such Forecasted Information is not a guarantee of future financial performance and (B) that no assurance can be given that the projected results will be realized), as representation is made with respect to information of the date such Projections and information were furnished to the Lendersa general economic or general industry nature. (c) As of the Eighth Amendment Agreement Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

No Material Misstatements. (a) All written factual information (other than the Projections, estimates, forecasts, forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the BorrowerBorrower or any of its Restricted Subsidiaries (but as of the Closing Date, only to the Subsidiaries, knowledge of the ADT Borrower with respect to any Restricted Subsidiary that was not a subsidiary of the Borrower prior to the Closing Date) or the Transactions (but only to the knowledge of the Borrower for all Information as it relates to the Target) and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared furnished by or on behalf of the foregoing or their representatives and made available to any Lenders Lender or the Administrative Agent in connection with the ADT Transactions for use in evaluating the Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge)hereby, when taken as a whole, was true and correct in all material respects, respects as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in any material respect in light of the circumstances under which such statements were made (after giving effect to all supplements and updates provided theretothereto delivered to the Arrangers prior to such time). (b) The Projections Projections, estimates, forecasts and other forward forward-looking information and (other than information of a general economic nature prepared or general industry nature) furnished by or on behalf of the Borrower or any of its representatives Restricted Subsidiaries and that have been made available furnished to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby Lenders have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of at the date thereof time made and at the time such Projections were furnished (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly vary materially from the projected results, Projections) and that no assurance can be given that the projected results will be realized), as of the date such Projections and information were furnished to the LendersClosing Date. (c) As of the Eighth Amendment Agreement Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Holdings, each Borrower, the Subsidiaries, the ADT Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target Company on or prior to the Closing Date, to the BorrowerCompany’s knowledge), when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto). (b) The Projections and other forward looking information and information of a general economic nature prepared by or on behalf of the either Borrower or any of its their representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby have been prepared in good faith based upon assumptions believed by the Borrower Borrowers to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized), as of the date such Projections and information were furnished to the Lenders. (c) As of the Eighth Amendment Agreement Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

No Material Misstatements. As of the Closing Date, to the knowledge of the Borrowers, the written information, reports, financial statements, exhibits and schedules furnished by (aas modified or supplemented by other written information so furnished prior to the Closing Date) All written factual information or on behalf of the Borrowers to the Administrative Agent or the Lenders (other than the Projectionsprojections, forward forecasts, budgets, estimates and other information of a forward-looking information nature and information of a general economic nature or general industry industry-specific nature) (on or prior to the “Information”) concerning Closing Date in connection with the Borrower, the Subsidiaries, the ADT Transactions and any other transactions contemplated hereby included (taken as a whole) did not and, as of the Closing Date, does not contain any material misstatement of fact or omit to state any material fact necessary to make the statements therein, in the Information Memorandum or otherwise prepared light of the circumstances under which they were made, not materially misleading. The projections, forecasts and other forward looking information furnished by or on behalf of the foregoing or their representatives and made available Borrowers to any Lenders or the Administrative Agent and the Lenders prior to the Closing Date in connection with the ADT Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target on as modified or supplemented by other written information so furnished prior to the Closing Date, ) were prepared in good faith on the basis of assumptions believed by the Borrowers to the Borrower’s knowledge), when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading be reasonable in light of the circumstances under which conditions existing at the time of delivery of such statements were made (giving effect to all supplements projections, and updates provided thereto). (b) The Projections and other forward looking information and information represented, at the time of delivery thereof, a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby have been prepared in reasonable good faith based upon assumptions believed estimate of future financial performance by the Borrower to be reasonable as of the date thereof Borrowers (it being understood that such Projections are as to future events projections, forecasts and other forward looking information are not to be viewed as facts, such Projections facts or guarantees of performance and are subject to significant uncertainties and contingencies and contingencies, many of which are beyond the control of the Borrowers, that actual results during the period or periods covered by any may vary from projected results and such Projections variances may differ significantly from the projected results, be material and that the Borrowers make no assurance can be given that representation as to the projected results attainability of such projections, forecasts and other forward looking information or as to whether such projections, forecasts and other forward looking information will be realizedachieved or will materialize), as of the date such Projections and information were furnished to the Lenders. (c) As of the Eighth Amendment Agreement Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

No Material Misstatements. (a) All No written factual information information, report, financial statement, certificate (other than including the ProjectionsPerfection Certificate), forward looking information and information of a general economic nature exhibit or general industry nature) (the “Information”) concerning the Borrower, the Subsidiaries, the ADT Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared schedule furnished by or on behalf of the foregoing or their representatives and made available any Company to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target any Lender on or prior to the Closing Date, to the Borrower’s knowledge)Date in connection with any Loan Document or included therein or delivered pursuant thereto, when taken as a whole, was true whole (together with the Target’s most recent Annual Report on Form 10-K and correct in all material respects, as Quarterly Reports on Form 10-Q for the fiscal quarters since the end of the date fiscal year covered by such Information was furnished Form 10-K) (the “Public Filings”), contained or contains any material misstatement of fact or omitted or omits to state any material fact necessary to make the Lenders and as of written information therein (together with the Closing Date and did notPublic Filings) not materially misleading, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were they are made (after giving effect to all supplements and updates provided theretofrom time to time); it being understood and agreed that for purposes of this Section 3.14(a), such written information shall not include pro forma financial information, projections, estimates (including financial estimates, forecasts, and other forward-looking information) or other forward looking information or information of a general economic or general industry nature (collectively, “Forward-Looking Information”). (b) The Projections and other forward looking information and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby have been Forward-Looking Information was prepared in good faith based upon the assumptions stated therein, which were believed by the Borrower Loan Parties to be reasonable as of at the date thereof time at the time made and at the time furnished to the Administrative Agent and Lenders (it being understood recognized by the Administrative Agent and Lenders that such Projections are as to future events and are (x) all Forward-Looking Information is not to be viewed as facts, such Projections facts or a guarantee of performance and are subject to significant uncertainties and contingencies contingencies, many of which are beyond the control of Holdings and its Subsidiaries and (y) no assurance can be given that any particular financial projection will be realized, and that actual results during the period or periods covered by any such Projections Forward-Looking Information may differ significantly from the projected results, and that no assurance can such differences may be given that the projected results will be realizedmaterial), as of the date such Projections and information were furnished to the Lenders. (c) As of the Eighth Amendment Agreement Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information and information of a general economic nature or general industry specific nature) (the “Information”) concerning the Borrower, the Subsidiaries, and the ADT Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge)hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders (and as of the Closing Date Restatement Effective Date, with respect to Information provided prior thereto) and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Projections and other forward looking information and information of a general economic nature prepared by or on behalf of the Borrower or any of its their representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections and other forward looking information are as to future events and are not to be viewed as facts, such Projections and other forward looking information are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections or other forward looking information may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized), as of the date such Projections and information were furnished to the Lenders. (c) As of the Eighth Amendment Agreement Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

No Material Misstatements. (a) All written factual information (other than the Projections, forward estimates, forward-looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Initial Borrower, the Subsidiaries, the ADT Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge)hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided theretothereto prior to the date hereof). (b) The Projections Projections, estimates and other forward forward-looking information and information of a general economic nature prepared by or on behalf of the Initial Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Initial Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance assurances can be given that the projected results will be realized), as of the date such Projections and information estimates were furnished to the Lenders. (c) As Lenders and as of the Eighth Amendment Agreement Effective Closing Date, and (ii) as of the information included Closing Date, have not been modified in any material respect by the Beneficial Ownership Certification is true and correct in all material respectsInitial Borrower.

No Material Misstatements. (a) All As of the Closing Date, all written factual information (other than the Projections, forward looking information and information of a general economic nature or general industry specific nature) (the “Information”) concerning the BorrowerBGI, the its Subsidiaries, the ADT Merion Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the ADT Merion Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to the Closing DateMerion Target, to the BorrowerBGI’s knowledge), when taken as a wholewhole and in light of the circumstances when furnished, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date Date, with respect to Information provided prior thereto, and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto). (b) The As of the Closing Date, the Projections and other forward looking information and information of a general economic nature prepared by or on behalf of the Borrower BGI or any of its representatives and that have been made available to any Lenders Lender or the Administrative Agent in connection with the ADT Merion Transactions or the other transactions contemplated hereby have been prepared in good faith based upon assumptions believed by the Borrower BGI to be reasonable as of the date thereof (it being understood that such Projections are as to inherently uncertain future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given or is being given that the projected results will be realized), ) and as of the date such Projections and information were furnished to the Lenders. (c) As of the Eighth Amendment Agreement Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

No Material Misstatements. (a) All written factual No statement or information (other than the Projectionscontained in this Agreement, forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Subsidiaries, the ADT Transactions and any other transactions contemplated hereby included in Loan Document, the Information Memorandum or otherwise prepared any other document, certificate or statement furnished to the Administrative Agent or the Lenders or any of them, by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent Loan Party for use in connection with the ADT Transactions transactions contemplated by this Agreement or the other transactions contemplated hereby Loan Documents, contained as of the date such statement, information, document or certificate was so furnished (to or, in the extent such case of the Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge), when taken as a whole, was true and correct in all material respectsMemorandum, as of the date such Information was furnished to the Lenders and as of the Closing Date and did notthis Agreement), taken as a whole, contain any untrue statement of a material fact as of any such date or omit omitted to state a material fact necessary in order to make the statements contained therein, taken as a whole, herein or therein not materially misleading misleading. The projections and pro forma financial information contained in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto). (b) The Projections and other forward looking information and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby have been prepared in materials referenced above are based upon good faith based upon estimates and assumptions believed by management of the Borrower to be reasonable as of at the date thereof (time made, it being understood recognized by the Lenders that such Projections are financial information as it relates to future events and are is not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies fact and that actual results during the period or periods covered by any such Projections financial information may differ significantly from the projected resultsresults set forth therein by a material amount. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Information Memorandum or in any other documents, certificates and that no assurance can be given that the projected results will be realized), as of the date such Projections and information were statements furnished to the LendersAdministrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents. (c) As of the Eighth Amendment Agreement Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Subsidiaries, the ADT Transactions and any other transactions contemplated hereby by the Original Credit Agreement included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby by the Original Credit Agreement (to the extent such Information relates to the Target Company on or prior to the Closing Date, to the BorrowerCompany’s knowledge), when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto). (b) The Projections and other forward looking information and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized), as of the date such Projections and information were furnished to the Lenders. (c) As of the Eighth Amendment Agreement Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

No Material Misstatements. (a) All No written factual information information, statement, exhibit, certificate, document or report (other than the Projectionsprojections, forward looking information and information of a general economic nature or general industry specific nature) (the “Information”) concerning the Borrower, the Subsidiaries, the ADT Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available furnished to any Lenders or the Administrative Agent and the Lenders (or any of them) by the Borrower or any Restricted Subsidiary or any of their Affiliates in connection with the ADT Transactions negotiation of this Agreement contains any material misstatement of fact or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge), when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit omits to state a material fact or any fact necessary in order to make the statements statement contained therein, therein not materially misleading in the light of the circumstances in which made and with respect to the Borrower and the Restricted Subsidiaries taken as a whole, not materially misleading in light of . All financial projections concerning the circumstances under which such statements were made Loan Parties furnished to the Administrative Agent and the Lenders (giving effect to all supplements and updates provided thereto). (b) The Projections and other forward looking information and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to them) by any Lenders or the Administrative Agent Loan Party in connection with the ADT Transactions negotiation or the other transactions contemplated hereby this Agreement have been prepared in good faith based upon assumptions believed by the Borrower Loan Parties to be reasonable as of at the date thereof (time made, it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during may vary materially from such projections. There is no fact peculiar to the period Borrower (or periods covered by following the Parent MLP IPO, the Parent MLP) or any such Projections may differ significantly from Restricted Subsidiary which has a Material Adverse Effect or in the projected resultsfuture is reasonably likely to have (so far as the Borrower (or following the Parent MLP IPO, the Parent MLP) can now foresee) a Material Adverse Effect and that no assurance can be given that which has not been set forth in this Agreement or the projected results will be realized)other documents, as of the date such Projections certificates and information were statements furnished to the Lenders. (c) As Administrative Agent by or on behalf of the Eighth Amendment Agreement Effective DateBorrower or any Restricted Subsidiary prior to, or on, the Closing Date in connection with the transactions contemplated hereby. There are no statements or conclusions in any Reserve Report which are based upon or include misleading information included in or fail to take into account material information regarding the Beneficial Ownership Certification matters reported therein, it being understood that each Reserve Report is true necessarily based upon professional opinions, estimates and correct in all material respectsprojections and that Borrower does not warrant that such opinions, estimates and projections will ultimately prove to have been accurate. No representation or warranty is made with respect to any Hydrocarbon Interest to which no proved oil or gas reserves are properly attributed.

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information and information of a general economic nature or general industry specific nature) (the “Information”) concerning Parent, the BorrowerBorrowers, the Subsidiaries, the ADT Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge)hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders (and as of the Closing Date Date, with respect to Information provided prior thereto) and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto). (b) The Projections and other forward looking information and information of a general economic nature prepared by or on behalf of Parent, the Borrower Borrowers or any of its their representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby have been prepared in good faith based upon assumptions believed by Xxxxxx and the Borrower Borrowers to be reasonable as of the date thereof (it being understood that such Projections and other forward looking information are as to future events and are not to be viewed as facts, such Projections and other forward looking information are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections or other forward looking information may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized), ) and as of the date such Projections and information were furnished to the Lenders. (c) As of the Eighth Amendment Agreement Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

No Material Misstatements. (a) All written factual information (other than the Projectionsprojections, estimates, forecasts, forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Subsidiaries, the ADT Transactions Parent Borrower or any of its Restricted Subsidiaries and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared furnished by or on behalf of the foregoing or their representatives and made available to any Lenders Lender or the Administrative Agent in connection with the ADT Transactions execution, delivery and performance by the Credit Parties of the Credit Documents and the borrowings contemplated hereby for use in evaluating the same or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge)hereby, when taken as a whole, was true and correct in all material respects, respects as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in any material respect in light of the circumstances under which such statements were made (after giving effect to all supplements and updates provided theretothereto delivered to the Administrative Agent prior to such time). (b) The Projections projections, estimates, forecasts and other forward forward-looking information and (collectively, “Forecasted Information”)(other than information of a general economic nature prepared or general industry nature), if any, furnished by or on behalf of the Parent Borrower or any of its representatives Restricted Subsidiaries and that have been made available furnished to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby Lenders have been prepared in good faith based upon assumptions believed by the Borrower Representative to be reasonable as of at the date thereof time made and at the time such Forecasted Information was furnished (it being understood that actual results may vary materially from such Projections are Forecasted Information) and as of the Closing Date, it being understood (A) that such Forecasted Information is as to future events and are is not to be viewed as factsfact, that such Projections are Forecasted Information is subject to significant uncertainties and contingencies contingencies, many of which are beyond the control of the Parent Borrower and its subsidiaries, that no assurance can be given that any particular projection, estimate or forecast included in the Forecasted Information will be realized and that actual results during the period or periods covered by any such Projections Forecasted Information may differ significantly from the projected results, results and such differences may be material and that such Forecasted Information is not a guarantee of future financial performance and (B) that no assurance can be given that the projected results will be realized), as representation is made with respect to information of the date such Projections and information were furnished to the Lendersa general economic or general industry nature. (c) As of the Eighth Amendment Agreement Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the Subsidiaries, the ADT Transactions and any other transactions contemplated hereby by the Original Credit Agreement included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (to by the extent such Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge)Original Credit Agreement, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto). (b) The Projections and other forward looking information and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby by the Original Credit Agreement (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized), as of the date such Projections and information were furnished to the LendersLenders and as of the Closing Date, and (ii) as of the Closing Date, have not been modified in any material respect by the Borrower. (c) As of the Eighth Amendment Agreement October 2018 Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Subsidiaries, the ADT Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge)hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto). (b) The Projections and other forward looking information and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized), as of the date such Projections and information were furnished to the Lenders. (c) As of the Eighth Amendment Agreement Effective Closing Date, to the best knowledge of the Borrower, the information included in the Beneficial Ownership Certification Certificate provided on or prior to the Closing Date to any Lender in connection with this Agreement is true and correct in all material respects.

No Material Misstatements. (a) All written factual information (other than At the Projections, forward looking information and information of a general economic nature or general industry nature) (respective times the “Information”) concerning the Borrower, the Subsidiaries, the ADT Transactions Registration Statement and any other transactions contemplated hereby included in amendments thereto became or become effective, at the Information Memorandum or otherwise prepared by or on behalf date of the foregoing or their representatives this Agreement and made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to at the Closing Date, to the Borrower’s knowledge), when taken as a whole, was true Registration Statement and correct in all material respects, as of the date such Information was furnished to the Lenders any amendments thereto did not and as of the Closing Date and did not, taken as a whole, will not contain any untrue statement of a material fact as or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the General Disclosure Package, the Prospectus and any amendments or supplements thereto, at time the Prospectus or any amendment or supplement thereto was issued and at the Applicable Time and at the Closing Date, did not and will not contain an untrue statement of any such date a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements they were made, not misleading; provided, however, that the foregoing representations and warranties in this paragraph (e) apply only to the extent that any information contained in or omitted from the Registration Statement or Prospectus was made (giving effect in reliance upon and in conformity with written information furnished to all supplements and updates provided thereto). (b) The Projections and other forward looking information and information of a general economic nature prepared the Company in writing by or on behalf of such Selling stockholder expressly for use in the Borrower or any of its representatives and that have been made available to any Lenders Registration Statement or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (Prospectus, it being understood and agreed that the only information so furnished by such Projections are as to future events Selling stockholder consists solely of the name and are not address of the Selling stockholder, the number of shares owned and the number of shares proposed to be viewed as facts, sold by such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected resultsSelling stockholder, and that no assurance can be given that the projected results will be realized), as of information about the date such Projections and information were furnished Selling Stockholder appearing in the text corresponding to the Lenders. footnote adjacent to such Selling stockholder’s name under the caption “Selling Stockholder” in the Prospectus (c) As of the Eighth Amendment Agreement Effective Datesuch information, the information included in the Beneficial Ownership Certification is true and correct in all material respects“Selling stockholder Information”).

No Material Misstatements. The written information (including the Presentation to Lenders), public filings, reports, financial statements, exhibits and schedules furnished by or on behalf of the Borrower to the Administrative Agent, the Arrangers and the Lenders on or prior to the Closing Date in connection with the negotiation of any Loan Document or included therein or delivered pursuant thereto, taken as a whole, did not contain as of the Closing Date any material misstatement of fact and did not omit to state as of the Closing Date any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading in their presentation of the Borrower and its Restricted Subsidiaries taken as a whole. It is understood that (a) All written factual information (other than no representation or warranty is made concerning the Projectionsforecasts, forward looking information estimates, pro forma information, projections and statements as to anticipated future performance or conditions, and the assumptions on which they were based or concerning any information of a general economic nature or general industry nature) (the “Information”) concerning the information about Borrower’s and its Subsidiaries’ industry, the Subsidiariescontained in any such information, the ADT Transactions and any other transactions contemplated hereby included reports, financial statements, exhibits or schedules, except that, in the Information Memorandum or otherwise prepared by or on behalf case of the foregoing or their representatives such forecasts, estimates, pro forma information, projections and made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge), when taken as a whole, was true and correct in all material respectsstatements, as of the date such Information was furnished to forecasts, estimates, pro forma information, projections and statements were generated, (i) such forecasts, estimates, pro forma information, projections and statements were based on the Lenders and as good faith assumptions of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light management of the circumstances under which Borrower and (ii) such statements assumptions were made (giving effect believed by such management to all supplements be reasonable and updates provided thereto). (b) The Projections (i) such forecasts, estimates, pro forma information, projections and other forward looking information and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections statements are as to future events and are not to be viewed as facts, (ii) such Projections forecasts, estimates, pro forma information, projections and statements are 120 Syniverse Credit Agreement subject to significant uncertainties and contingencies contingencies, many of which are beyond the Borrower’s or its Affiliates’ control, (iii) that no assurance can be given that any particular forecast, estimate, pro forma information, projection or statement will be realized and that actual results during the period or periods covered by any such Projections forecast, estimate, pro forma information, projection or statement may differ significantly from the projected results, results and that no assurance can such differences may be given that the projected results will be realized), as of the date such Projections and information were furnished to the Lendersmaterial. (c) As of the Eighth Amendment Agreement Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

No Material Misstatements. (a) All written factual information (other than the Projections, forward forward-looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Subsidiaries, the ADT Transactions and any other transactions contemplated hereby by the Original Credit Agreement included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders Joint Lead Arranger, any Lender or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby by the Original Credit Agreement (to the extent such Information relates to the Target Companies on or prior to the Closing Date, to the Borrower’s Companies’ knowledge), when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, as of any such date contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (after giving effect to all supplements and updates provided thereto). (b) The Any Projections and other forward forward-looking information and information of a general economic nature or general industry nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby by the Original Credit Agreement have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized), as of the date such Projections and information were furnished to the Lenders. (c) As of the Eighth Amendment Agreement Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information estimates and information of a general economic nature or general industry nature) (the “Information”) concerning provided in writing by or on behalf of any Loan Party or any of the BorrowerSubsidiaries, in respect of any Loan Party or any of the Subsidiaries, the ADT Transactions and or any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders Lender or the Administrative any Agent in connection with the ADT Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge)hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and or such Agent, as of the Closing Date applicable, and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (ba) The Projections and other forward looking information any estimates and information of a general economic nature prepared by, and provided in writing by or on behalf of the Borrower or of, any of its representatives Loan Party, and that have been made available to any Lenders Lender or the Administrative any Agent in connection with the ADT Transactions or the other transactions contemplated hereby have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that actual results may vary materially from such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realizedestimates), (i) as of the date such Projections and information estimates were furnished to the LendersLenders or Agent, as applicable, and (ii) in the case of the Projections, as of the Closing Date. As of the Closing Date, the Projections have not been modified in any material respect by any of the Loan Parties. (cb) As of the Eighth Amendment Agreement Effective Closing Date, there are no facts known (or which should upon the information included reasonable exercise of diligence be known) to any Loan Party (other than matters of a general economic nature) that, individually or in the Beneficial Ownership Certification is true aggregate, would reasonably be expected to result in a Material Adverse Effect and correct that have not been disclosed herein or in all material respectssuch other documents, certificates and statements furnished to Lenders for use in connection with the transactions contemplated hereby.

No Material Misstatements. (a) All The written factual information (other than the Projections, forward looking information and information of a general economic nature or general industry specific nature, projections and forward-looking information) (the “Information”) concerning the Borrower, the Restricted Subsidiaries, the ADT Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent on or before the Effective Date in connection with the ADT Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge)Financing Transactions, when taken as a wholewhole (giving effect to all supplements and updates thereto), was true and taken together with any reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of the SEC, as the case may be, is or will be at the time furnished correct in all material respects, as of respects and does not or will not at the date such Information was time furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Projections Any projections and other forward forward-looking information and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent on or before the Effective Date in connection with the ADT Transactions or the other transactions contemplated hereby Financing Transactions, together with all supplements and updates thereto, have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (Effective Date; it being understood that such Projections are as to future events projections and other forward-looking information are not to be viewed as facts, such Projections facts and are subject to significant uncertainties and contingencies and contingencies, many of which are beyond the control of the Loan Parties, that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, such projections and other forward-looking information and that such differences may be material and that no assurance can be given that the projected results such projections and other forward-looking information will be realized), as of the date such Projections and information were furnished to the Lenders. (c) As of the Eighth Amendment Agreement Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

No Material Misstatements. As of the Closing Date, to the knowledge of the Borrower, the written information, reports, financial statements, exhibits and schedules furnished by (aas modified or supplemented by other written information so furnished prior to the Closing Date) All written factual information or on behalf of the Borrower to the Administrative Agent or the Lenders (other than the Projectionsprojections, forward forecasts, budgets, estimates and other information of a forward-looking information nature and information of a general economic nature or general industry industry-specific nature) (the “Information”) concerning the Borrower, the Subsidiaries, the ADT Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to the Closing Date, to Date in connection with the Borrower’s knowledge), when transactions contemplated hereby (taken as a whole, was true and correct in all material respects) did not and, as of the date such Information was furnished to the Lenders and as of the Closing Date and did notDate, taken as a whole, does not contain any untrue statement material misstatement of a material fact as of any such date or omit to state a any material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in the light of the circumstances under which such statements they were made (giving effect to all supplements and updates provided thereto). (b) made, not materially misleading. The Projections projections, forecasts and other forward looking information and information of a general economic nature prepared furnished by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent and the Lenders prior to the Closing Date in connection with the ADT Transactions or the other transactions contemplated hereby have been (as modified or supplemented by other written information so furnished prior to the Closing Date) were prepared in good faith based upon on the basis of assumptions believed by the Borrower to be reasonable as in light of the date thereof conditions existing at the time of delivery of such projections, and represented, at the time of delivery thereof, a reasonable good faith estimate of future financial performance by the Borrower (it being understood that such Projections are as to future events projections, forecasts and other forward looking information are not to be viewed as facts, such Projections facts or guarantees of performance and are subject to significant uncertainties and contingencies and contingencies, many of which are beyond the control of the Borrower, that actual results during the period or periods covered by any may vary from projected results and such Projections variances may differ significantly from the projected results, be material and that the Borrower makes no assurance can be given that representation as to the projected results attainability of such projections, forecasts and other forward looking information or as to whether such projections, forecasts and other forward looking information will be realizedachieved or will materialize), as of the date such Projections and information were furnished to the Lenders. (c) As of the Eighth Amendment Agreement Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information and information of a general economic nature or general industry nature) (the “Information”) that has been made available by or on behalf of the Borrower or any of its representatives concerning the Borrower, the Subsidiaries, the ADT Transactions and any other transactions contemplated hereby included in the Information Memorandum Lender Presentation or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target and its subsidiaries and its and their respective businesses on or prior to the Closing Date, to the Borrower’s knowledge), when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto). (b) The Projections and other forward looking information and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof such Projections and information were furnished to the Lenders (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, such differences may be material, and that no assurance can be given that the projected results will be realized), as of the date such Projections and information were furnished to the Lenders. (c) As of the Eighth Amendment Agreement Effective Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

No Material Misstatements. (a) All As of the Closing Date, no written factual information information, report, financial statement, certificate, Borrowing Request, exhibit or schedule (in each case other than the Projectionsforecasts, projections, estimates, pro forma financial information and other forward looking information statements (collectively, “Projections”) and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Subsidiaries, the ADT Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared furnished by or on behalf of (and at the foregoing or their representatives and made available direction of) any Group Member to any Lenders or the Administrative Agent or any Lender on or before the Closing Date in connection with the ADT Transactions any Loan Document or the other transactions contemplated hereby (to the extent such Information relates to the Target on included therein or prior to the Closing Date, to the Borrower’s knowledge), when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did notdelivered pursuant thereto, taken as a wholewhole and when furnished (with respect to the Company and its Subsidiaries (and their respective assets and businesses), contain to the knowledge of Holdings), contained or contains any untrue statement material misstatement of a material fact as of any such date or omit omitted or omits to state a any material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in the light of the circumstances under which such statements they were or are made (and after giving effect to all any supplements and updates provided thereto)from time to time, not materially misleading when taken as a whole as of the date such information, report, financial statement, certificate, Borrowing Request, exhibit or schedule is dated or certified. (b) The Projections and other forward looking information and information of a general economic nature prepared by or on behalf As of the Borrower or any of its representatives and that have been made available Closing Date, with respect to any Lenders or Projections contained in the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable Lender Presentation, each Group Member represents only that as of the date of delivery thereof it acted in good faith and utilized assumptions believed by it to be reasonable when made in light of the then current circumstances (it being understood that such Projections are predictions as to future events and are not to be viewed as facts, such Projections facts or a guarantee of performance and are subject to significant uncertainties and contingencies contingencies, which are beyond the control of Holdings and that actual results during the period or periods covered by any such Projections may differ significantly from the projected resultsits Restricted Subsidiaries, and that no assurance or guarantee can be given that the projected results any Projections will be realized, that actual results may differ and that such differences may be material), as of the date such Projections and information were furnished to the Lenders. (c) As of the Eighth Amendment Agreement Effective Closing Date, to the knowledge of Holdings, the information included in the each Beneficial Ownership Certification is true and correct in all material respects.

No Material Misstatements. (a) All written factual information (other than the Projections, forward estimates, forward-looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the BorrowerCompany, the Borrowers, the Subsidiaries, the ADT Transactions and any other transactions contemplated hereby thereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge)thereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided theretothereto prior to the date hereof). (b) The Projections Projections, estimates and other forward forward-looking information and information of a general economic nature prepared by or on behalf of the a Borrower or any of its representatives Representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby thereby (i) have been prepared in good faith based upon assumptions believed by the Borrower Borrowers to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance assurances can be given that the projected results will be realized), as of the date such Projections and information estimates were furnished to the Lenders. (c) As Lenders and as of the Eighth Amendment Agreement Effective Closing Date, and (ii) as of the information included Closing Date, have not been modified in any material respect by the Beneficial Ownership Certification is true and correct in all material respectsBorrowers.

No Material Misstatements. (a) All written factual information (other than the Projectionsprojections, forward looking information and information of a general economic nature or general industry specific nature, projections and forward-looking information) (the “Information”) concerning Holdings, the Borrower, the Restricted Subsidiaries, the ADT Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge)Financing Transactions, when taken as a whole, was true and is or will be, when furnished, correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date Effective Date, and did does not or will not, when furnished and when taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto). (b) The Projections Any projections and other forward forward-looking information and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby Financing Transactions, together with all supplements and updates thereto, have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (thereof, as of the date such projections and other forward looking information were furnished to the Lenders and as of the Effective Date; it being understood that such Projections are as to future events projections and other forward-looking information are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies contingencies, many of which are beyond the control of the Loan Parties, and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, such projections and other forward-looking information and that such differences may be material and that no assurance can be given that the projected results such projections and other forward-looking information will be realized), as of the date such Projections and information were furnished to the Lenders. (c) As of the Eighth Amendment Agreement Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information and information of a general economic nature or general industry specific nature) (the “Information”) concerning the Borrower, the Subsidiaries, the ADT Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge), when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders (and as of the Closing Date Date, with respect to Information provided prior thereto) and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto). (b) The Projections and other forward looking information and information of a general economic nature prepared by or on behalf of the Borrower or any of its their representatives and that have been made available to any Lenders Lender or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections and other forward looking information are as to future events and are not to be viewed as facts, such Projections and other forward looking information are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections or other forward looking information may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized), as of the date such Projections and information were furnished to the Lenders. (c) As of the Eighth Amendment Agreement Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

No Material Misstatements. (a) All written factual information (other than the Projections, forward estimates, forward-looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Subsidiaries, the ADT Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge)hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided theretothereto prior to the date hereof). (b) The Projections Projections, estimates and other forward forward-looking information and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance assurances can be given that the projected results will be realized), as of the date such Projections and information estimates were furnished to the Lenders. (c) As Lenders and as of the Eighth Amendment Agreement Effective Closing Date, and (ii) as of the information included Closing Date, have not been modified in any material respect by the Beneficial Ownership Certification is true and correct in all material respectsBorrower.

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information and information of a general economic nature or general industry nature) (the “Information”) that has been made available by or on behalf of the Borrower or any of its representatives concerning the Borrower, the Subsidiaries, the ADT Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target Borrower and its subsidiaries on or prior to the Closing Date, to the Borrower’s knowledge), when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto). (ba) The Projections and other forward looking information and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof such Projections and information were furnished to the Lenders (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, such differences may be material, and that no assurance can be given that the projected results will be realized), as of the date such Projections and information were furnished to the Lenders. (cb) As of the Eighth Amendment Agreement Effective Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Subsidiaries, the ADT Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge)hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto). (b) The Projections and other forward looking information and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized), as of the date such Projections and information were furnished to the Lenders. (c) As of the Eighth Amendment Agreement Effective Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

No Material Misstatements. (a) All written factual information (other than the Projections, forward forward-looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Subsidiaries, the ADT Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders Joint Lead Arranger, any Lender or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target Companies on or prior to the Closing Date, to the Borrower’s Companies’ knowledge), when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, as of any such date contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (after giving effect to all supplements and updates provided thereto). (b) The Any Projections and other forward forward-looking information and information of a general economic nature or general industry nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized), as of the date such Projections and information were furnished to the Lenders. (c) As of the Eighth Amendment Agreement Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

No Material Misstatements. (a) All written factual information (other than None of the Projectionsinformation, forward looking information and information of a general economic nature reports, financial statements, exhibits or general industry nature) (the “Information”) concerning the Borrower, the Subsidiaries, the ADT Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared schedules furnished by or on behalf of the foregoing or their representatives and made available to any Lenders Holdings or the Administrative Borrower to the Agent or any Lender in connection with the ADT Transactions negotiation of any Loan Document or the other transactions contemplated hereby (to the extent such Information relates to the Target on included therein or prior to the Closing Date, to the Borrower’s knowledge), when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain delivered pursuant thereto contains any untrue statement of a material fact as of any such date or omit omits to state a material fact necessary in order to make the statements contained therein, taken as a whole, therein not materially misleading in light of the circumstances under which they were made; PROVIDED that to the extent any such statements were made (giving effect to all supplements information, report, financial statement, exhibit or schedule was based upon or constitutes a forecast or projection, each of Holdings and updates provided thereto). (b) The Projections and other forward looking information and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and represents only that have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby have been it was prepared in good faith based upon (i) assumptions believed by that were reasonable at the Borrower time made and at the time such information, report, financial statement, exhibit or schedule was furnished to be reasonable as of the date thereof Agent or such Lender and (ii) accounting principles consistent with the accounting principles used to prepare Holdings' historical audited financial statements (it being understood that such Projections projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates thereof are as necessarily based upon professional opinions, estimates and projections). There is no fact known to future events any Loan Party (other than industry-wide risks normally associated with the types of businesses conducted by the Loan Parties) that has not been disclosed to each Lender in writing which is materially likely to cause a Material Adverse Effect. There are no statements or conclusions in any Reserve Report 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 each Reserve Report is necessarily based upon professional opinions, estimates and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, projections and that no assurance can be given Loan Party warrants that the projected results such opinions, estimates and projections will be realized)ultimately prove to have been accurate. The Borrower has heretofore delivered to each Lender true, as correct and complete copies of the date such Projections and information were furnished to the Lendersinitial Reserve Report. (c) As of the Eighth Amendment Agreement Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

No Material Misstatements. (a) 21.%2.%3. All written factual information (other than the Projections, forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Subsidiaries, the ADT Transactions and any other transactions contemplated hereby included in the Information Memorandum Lender Presentation or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge)hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto). (ba) The Projections and other forward looking information and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized), as of the date such Projections and information were furnished to the Lenders. (cb) As of the Eighth Amendment Agreement Effective Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

No Material Misstatements. (a) All written factual information (other than the ProjectionsNo information, forward looking information and information of a general economic nature report, financial statement, exhibit or general industry nature) (the “Information”) concerning the Borrower, the Subsidiaries, the ADT Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared schedule furnished by or on behalf of Horizon or any Subsidiary to the foregoing Agent or their representatives and made available to any Lenders or the Administrative Agent Lender in connection with the ADT Transactions negotiation of any Loan Document or included therein or delivered pursuant thereto contained, contains or will contain any material misstatement of fact or omitted, omits or will omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were, are or will be made, not misleading. (b) The Borrowers have timely and duly filed all the reports and other transactions contemplated hereby material that they were required to file with the SEC since May 31, 1995. Copies of all such reports and other material, together in each case with all amendments thereto (collectively, the "DISCLOSURE DOCUMENTS"), have been delivered to the extent such Information relates Agent. Except as reflected in any subsequent amendment or supplement to a Disclosure Document, no Disclosure Document, including any financial statement contained therein, at the Target on time it was filed or prior mailed to the Closing Date, to the Borrower’s knowledge), when taken as a whole, was true and correct in all material respectsstockholders, as of the date such Information was furnished to the Lenders and as of the Closing Date and did notcase may be, taken as a whole, contain contained any untrue statement misstatement of a material fact as of any such date or omit omitted to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in the light of the circumstances under which such statements they were made (giving effect to all supplements and updates provided thereto). (b) The Projections and other forward looking information and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are made, not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized), as of the date such Projections and information were furnished to the Lendersmisleading. (c) As All representations and warranties of the Eighth Amendment Agreement Effective Date, the information included Borrowers set forth in the Beneficial Ownership Certification is Original Credit Agreement were true and correct in all material respectsrespects on and as of the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties were true and correct in all material respects on and as of such earlier date). Immediately prior to the effectiveness of this Amended Agreement, no Default or Event of Default has occurred and is continuing under the Original Credit Agreement.

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking estimates and information on Schedule 4.02 or estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the BorrowerBorrowers, the Subsidiaries, the ADT Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge)hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Projections and other forward looking information estimates and information of a general economic nature prepared by or on behalf of the Borrower Borrowers or any of its their representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower Borrowers to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly vary materially from the projected results, and that no assurance can be given that the projected results will be realizedProjections), as of the date such Projections and information estimates were furnished to the LendersLenders and as of the Closing Date, and (ii) as of the Closing Date, have not been modified in any material respect by the Borrowers. (c) As All written information (other than the projections, estimates and information on Schedule 4.02(c) or estimates and information of the Eighth Amendment Agreement Effective Datea general economic nature or general industry nature) concerning Holdings, the information Borrowers, the Subsidiaries, and any transactions contemplated hereby included in the Beneficial Ownership Certification is 2011 Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with any of the transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such information was furnished to the Lenders and as of the Amendment Effective Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state 97 a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made. (d) The 2011 Projections and estimates and information of a general economic nature prepared by or on behalf of the Borrowers or any of their representatives and that have been made available to any Lenders or the Administrative Agent in connection with the transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrowers to be reasonable as of the date thereof (it being understood that actual results may vary materially from the 2011 Projections), as of the date such 2011 Projections and estimates were furnished to the Lenders and as of the Amendment Effective Date, and (ii) as of the Amendment Effective Date, have not been modified in any material respect by the Borrowers.

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Subsidiaries, the ADT Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target Company on or prior to the Closing Date, to the BorrowerCompany’s knowledge), when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto). (b) The Projections and other forward looking information and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized), as of the date such Projections and information were furnished to the Lenders. (c) As of the Eighth Amendment Agreement Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

No Material Misstatements. (a) All The written factual information (other than the Projectionsinformation, forward looking information reports, financial statements, exhibits and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Subsidiaries, the ADT Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared schedules furnished by or on behalf of the foregoing or their representatives Company and made available each other Loan Party to any Lenders or the Administrative Agent and the Lenders in connection with the ADT Transactions negotiation of any Loan Document or the other transactions contemplated hereby (to the extent such Information relates to the Target on any document related thereto or prior to the Closing Dateincluded therein or delivered pursuant thereto do not contain, to the Borrower’s knowledge), when taken as a whole, was true and correct in all material respects, will not contain as of the date such Information was furnished to the Lenders Second Restatement Date, any material misstatement of fact and as of the Closing Date and did do not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained thereinomit, and will not, taken as a whole, not materially misleading omit as of the Second Restatement Date, to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading. It is understood that no representation or warranty is made concerning the forecasts, estimates, pro forma information, projections and statements as to anticipated future performance or conditions (the "Projections"), and the assumptions on which they were based, contained in any such statements were made (giving effect to all supplements and updates provided thereto). (b) The Projections and other forward looking information and information of a general economic nature prepared by information, reports, financial statements, exhibits or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable schedules, except that, as of the date thereof such Projections were generated, (a) such Projections were based on the good faith assumptions of the management of the Company, and (b) the assumptions on which the Projections were based were believed by such management to be reasonable (it being understood that such Projections are as to future events and are not to be viewed as facts, such the Projections are subject to significant uncertainties and contingencies and that actual results during contingencies, many of which are beyond the period or periods covered by any such Projections may differ significantly from control of the projected results, Company and that no assurance can be is given by the Company that the projected results such Projections will be realized). [Intentionally Omitted]. Ownership of the Company . Schedule 7.22 sets forth the number of shares of the Capital Stock of the Company, and the type thereof, owned by the Buyers on the Second Restatement Date, and (with respect to the making of any Loan) as of each Borrowing Date, and, except as set forth in Schedule 7.22, there will be no shares of the Capital Stock of the Company issued and outstanding on the Second Restatement Date or (with respect to the making of any Loan) as of each Borrowing Date, as of the date case may be, that are not listed on such Projections and information were furnished to the LendersSchedule. (c) As of the Eighth Amendment Agreement Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

No Material Misstatements. (a) All No written factual information (other than the Projectionsinformation, forward looking information and information of a general economic nature report, financial statement, exhibit or general industry nature) (the “Information”) concerning the Borrower, the Subsidiaries, the ADT Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared schedule furnished by or on behalf of the foregoing or their representatives and made available Borrower to any Lenders or the Administrative Agent or any Lender in connection with the ADT Transactions negotiation of any Loan Document or the other transactions contemplated hereby thereby or included therein or delivered pursuant thereto (after giving effect to the extent such Information relates all supplements and updates thereto from time to the Target on or prior to the Closing Date, to the Borrower’s knowledgetime), when furnished and taken as a whole, was true and correct in all material respectscontained, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contains or will contain any untrue statement material misstatement of a material fact as of any such date or omitted, omits or will omit to state a any material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which they were, are or will be made, not materially misleading; provided that to the extent any such statements were made (giving effect to all supplements and updates provided thereto). (b) The Projections and other forward looking information and information of information, report, financial statement, exhibit or schedule was based upon or constitutes a general economic nature prepared by forecast or on behalf of projection or pro forma financial information, the Borrower or any of its representatives and represents only that have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby have been prepared it acted in good faith based upon and utilized assumptions that were believed by the Borrower to be reasonable as at the time of preparation (based upon accounting principles consistent with the historical audited financial statements of the date thereof (Borrower) and due care in the preparation of such information, report, financial statement, exhibit or schedule; it being understood that any such Projections projections are as to future events and are not to be viewed as facts, that any such Projections projections are subject to significant uncertainties and contingencies and contingencies, many of which are beyond the Borrower’s control, that no assurance can be given that any particular projections will be realized, that actual results during the period or periods covered by any such Projections projections may differ significantly from the projected results, and such differences may be material, that no assurance can be given there are industry-wide risks normally associated with the types of businesses conducted by the Borrower and its subsidiaries, and that projections concerning volume attributable to oil and gas properties and production and cost estimates in reserve reports are necessarily based upon professional opinions, estimates and projections and that the projected results Borrower does not warrant that such opinions, estimates and projections will be realized), as of the date such Projections and information were furnished ultimately prove to the Lendershave been accurate. (c) As of the Eighth Amendment Agreement Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Subsidiaries, the ADT Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge)hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto). (b) The Projections and other forward looking information and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized), as of the date such Projections and information were furnished to the LendersLenders and as of the Closing Date. (c) As of the Eighth Amendment Agreement Effective Closing Date, the information included in the Beneficial Ownership Certification Certifications provided by the Borrower is true and correct in all material respects.

No Material Misstatements. (a) All No written factual information information, report, financial statement, certificate, Borrowing Request, LC Request, exhibit or schedule (in each case other than the Projectionsforecasts, projections, pro forma financial information and other forward looking information and information of a general economic nature or general industry naturestatements (collectively, “Projections”)) (the “Information”) concerning the Borrower, the Subsidiaries, the ADT Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared furnished by or on behalf of the foregoing or their representatives and made available any Company to any Lenders or the Administrative Agent or any Lender in connection with any Loan Document or included therein or delivered pursuant thereto (including the ADT Transactions Confidential Information Memorandum) or the other transactions contemplated hereby hereunder (to the extent such Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge), when taken as a whole, was true and correct in all material respectseach case, as of the date such Information was furnished to the Lenders and as of the Closing Date and did notmodified or supplemented by other information so furnished), taken as a wholewhole and when furnished, contain contained or contains any untrue statement material misstatement of a material fact as of any such date or omit omitted or omits to state a any material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in the light of the circumstances under which they were or are made, not materially misleading when taken as a whole as of the date such statements were made information is dated or certified (after giving effect to all timely modifications and supplements and updates provided theretoto such written reports, financial statements, certificates or other written information, in each case, furnished after the date on which such written reports, financial statements, certificates or other written information were originally delivered). (b) The Projections and other forward looking information and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available With respect to any Lenders or Projections delivered pursuant to the Administrative Agent in connection with terms hereof, each Company represents only that on the ADT Transactions or the other transactions contemplated hereby have been prepared date of delivery thereof it acted in good faith based upon and utilized assumptions believed by the Borrower it to be reasonable as when made and when such Projections were delivered in light of the date thereof then-current circumstances (it being understood that such Projections are as to future events estimates and are not to be viewed as facts, such Projections facts and are subject to significant uncertainties and contingencies contingencies, which are beyond the control of Borrower and that actual results during the period or periods covered by any such Projections may differ significantly from the projected resultsits Subsidiaries, and that no assurance or guarantee can be given that the projected results any Projections will be realized, that actual results may differ and such differences may be material), as of the date such Projections and information were furnished to the Lenders. (c) As of the Eighth Amendment Agreement Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Subsidiaries, the ADT Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection Except with the ADT Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior respect to the Closing DateDate Projections, to the Borrower’s knowledge)information that the Loan Parties have provided, when taken as a wholedirectly or indirectly, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did notwriting, taken as a whole, contain to the Collateral Agent or any untrue statement of a Lender (including, without limitation, all information contained in the Loan Documents but excluding the Closing Date Projections) is true and accurate in all material fact respects on the date as of any which such date information is dated or omit certified and not incomplete by omitting to state a material any fact necessary in order to make the statements contained therein, such information (taken as a whole, ) not materially misleading in any material respect at such time in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)information was provided. (b) The Closing Date Projections and other forward looking information and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection diligently prepared on a basis consistent with the ADT Transactions or financial statements delivered to the other transactions contemplated hereby have been prepared in Lenders and the Collateral Agent pursuant to Section 3.05, and are based on good faith based upon estimates and assumptions believed by management of the Borrower to be reasonable as of the date thereof (of the Closing Date Projections and as of the Closing Date, and there are no statements or conclusions in any of the Closing Date Projections that are based upon or include information known to any Loan Party or any of its Subsidiaries to be misleading in any material respect or which fail on the Closing Date to take into account material information regarding the matters reported therein. On the Closing Date, the Borrower believes that the Closing Date Projections are reasonable, it being understood recognized by the Lenders and the Collateral Agent, however, that such Projections are projections as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies facts and that the actual results during the period or periods covered by any such the Closing Date Projections may differ significantly from the projected results, results and that no assurance can such differences may be given that the projected results will be realized), as of the date such Projections and information were furnished to the Lendersmaterial. (c) As of the Eighth Amendment Agreement Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

No Material Misstatements. (a) 3. %4. All written factual information (other than the Projections, forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Subsidiaries, the ADT 2015 Transactions and any other transactions contemplated hereby by the Original First Lien Credit Agreement included in the Information Memorandum Lender’s Presentation or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the ADT 2015 Transactions or the other transactions contemplated hereby (to by the extent such Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge)Original First Lien Credit Agreement, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto), %4. all written factual information (other than the Projections, forward looking information and information of a general economic nature or general industry nature) (the “2016 Information”) concerning the Borrower, the Subsidiaries, the 2016 Transactions and any other transactions contemplated by the First Incremental Assumption and Amendment Agreement included in the 2016 Lender’s Presentation or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the 2016 Transactions or the other transactions contemplated by the First Incremental Assumption and Amendment Agreement, when taken as a whole, was true and correct in all material respects, as of the date such 2016 Information was furnished to the Lenders and as of the First Amended and Restated Credit Agreement Effective Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto), (iii) all written factual information (other than the Projections, forward looking information and information of a general economic nature or general industry nature) (the “May 2017 Information”) concerning the Borrower, the Subsidiaries, the May 2017 Transactions and any other transactions contemplated by the Second Incremental Assumption and Amendment Agreement included in the May 2017 Lender’s Presentation or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the May 2017 Transactions or the other transactions contemplated by the Second Incremental Assumption and Amendment Agreement, when taken as a whole, was true and correct in all material respects, as of the date such May 2017 Information was furnished to the Lenders and as of the Second Amended and Restated Credit Agreement Effective Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto), (iv) all written factual information (other than the Projections, forward looking information and information of a general economic nature or general industry nature) (the “November 2017 Information”) concerning the Borrower, the Subsidiaries, the November 2017 Transactions and any other transactions contemplated by the Third Incremental Assumption and Amendment Agreement included in the November 2017 Lender’s Presentation or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the November 2017 Transactions or the other transactions contemplated by the Third Incremental Assumption and Amendment Agreement, when taken as a whole, was true and correct in all material respects, as of the date such November 2017 Information was furnished to the Lenders and as of the Third Amended and Restated Credit Agreement Effective Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto) and (v) all written factual information (other than the Projections, forward looking information and information of a general economic nature or general industry nature) (the “2019 Information”) concerning the Borrower, the Subsidiaries, the 2019 Transactions and any other transactions contemplated by the Fourth Incremental Assumption and Amendment Agreement included in the 2019 Lender’s Presentation or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the 2019 Transactions or the other transactions contemplated by the Fourth Incremental Assumption and Amendment Agreement, when taken as a whole, was true and correct in all material respects, as of the date such 2019 Information was furnished to the Lenders and as of the Effective Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto). (ba) The Projections and other forward looking information and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT 2015 Transactions, the 2016 Transactions, the May 2017 Transactions, the November 2017 Transactions, the 2019 Transactions or the other transactions contemplated hereby have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized), ) and as of the date such Projections and information were furnished to the Lenders. (c) As of the Eighth Amendment Agreement Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

No Material Misstatements. (a) 3. %4. All written factual information (other than the Projections, forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Subsidiaries, the ADT 2015 Transactions and any other transactions contemplated hereby by the Original First Lien Credit Agreement included in the Information Memorandum Lender’s Presentation or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the ADT 2015 Transactions or the other transactions contemplated hereby (to by the extent such Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge)Original First Lien Credit Agreement, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto), %4. all written factual information (other than the Projections, forward looking information and information of a general economic nature or general industry nature) (the “2016 Information”) concerning the Borrower, the Subsidiaries, the 2016 Transactions and any other transactions contemplated by the First Incremental Assumption and Amendment Agreement included in the 2016 Lender’s Presentation or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the 2016 Transactions or the other transactions contemplated by the First Incremental Assumption and Amendment Agreement, when taken as a whole, was true and correct in all material respects, as of the date such 2016 Information was furnished to the Lenders and as of the First Amended and Restated Credit Agreement Effective Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto), (iii) all written factual information (other than the Projections, forward looking information and information of a general economic nature or general industry nature) (the “May 2017 Information”) concerning the Borrower, the Subsidiaries, the May 2017 Transactions and any other transactions contemplated by the Second Incremental Assumption and Amendment Agreement included in the May 2017 Lender’s Presentation or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the May 2017 Transactions or the other transactions contemplated by the Second Incremental Assumption and Amendment Agreement, when taken as a whole, was true and correct in all material respects, as of the date such May 2017 Information was furnished to the Lenders and as of the Second Amended and Restated Credit Agreement Effective Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto) and (iv) all written factual information (other than the Projections, forward looking information and information of a general economic nature or general industry nature) (the “November 2017 Information”) concerning the Borrower, the Subsidiaries, the November 2017 Transactions and any other transactions contemplated by the Third Incremental Assumption and Amendment Agreement included in the November 2017 Lender’s Presentation or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the November 2017 Transactions or the other transactions contemplated by the Third Incremental Assumption and Amendment Agreement, when taken as a whole, was true and correct in all material respects, as of the date such November 2017 Information was furnished to the Lenders and as of the Effective Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto). (ba) The Projections and other forward looking information and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT 2015 Transactions, the 2016 Transactions, the May 2017 Transactions, the November 2017 Transactions or the other transactions contemplated hereby have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized), ) and as of the date such Projections and information were furnished to the Lenders. (c) As of the Eighth Amendment Agreement Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

No Material Misstatements. (a) All written factual information (other than the Projections, forward estimates, forward-looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Subsidiaries, the ADT Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge)hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided theretothereto prior to the date hereof). (b) The Projections Projections, estimates and other forward forward-looking information and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected resultsresults and that such differences may be material, and that no assurance assurances can be given that the projected results will be realized), as of the date such Projections and information estimates were furnished to the LendersLenders and as of the Closing Date, and (ii) as of the Closing Date, have not been modified in any material respect by the Borrower. (c) As of the Eighth Amendment Agreement Effective Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information 2019 Projections or estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the BorrowerBorrowers, the Subsidiaries, the ADT Amendment and Restatement Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the ADT Amendment and Restatement Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge)hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Amendment and Restatement Effective Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The 2019 Projections and other forward looking information estimates and information of a general economic nature prepared by or on behalf of the Borrower Borrowers or any of its their representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower Borrowers to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly vary materially from the projected results, and that no assurance can be given that the projected results will be realized2019 Projections), as of the date such 2019 Projections and information estimates were furnished to the LendersLenders and as of the Amendment and Restatement Effective Date, and (ii) as of the Amendment and Restatement Effective Date, have not been modified in any material respect by the Borrowers. (c) As of the Eighth Amendment Agreement and Restatement Effective Date, to the knowledge of the Company, the information included in the Beneficial Ownership Certification provided on or prior to the Amendment and Restatement Effective Date to any Lender in connection with this Agreement is true and correct in all material respects.

No Material Misstatements. (a) All written factual information (other than At the Projections, forward looking information and information of a general economic nature or general industry nature) (respective times the “Information”) concerning the Borrower, the Subsidiaries, the ADT Transactions Registration Statement and any other transactions contemplated hereby included in amendments thereto became or become effective, at the Information Memorandum or otherwise prepared by or on behalf date of the foregoing or their representatives this Agreement and made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to at the Closing Date, to the Borrower’s knowledge), when taken as a whole, was true Registration Statement and correct in all material respects, as of the date such Information was furnished to the Lenders any amendments thereto did not and as of the Closing Date and did not, taken as a whole, will not contain any untrue statement of a material fact as or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the General Disclosure Package, the Prospectus and any amendments or supplements thereto, at time the Prospectus or any amendment or supplement thereto was issued and at the Applicable Time and at the Closing Date, did not and will not contain an untrue statement of any such date a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which they were made, not misleading; provided, however, that the foregoing representations and warranties in this paragraph (b)(vi) shall not apply to information contained in or omitted from the Registration Statement, the General Disclosure Package or the Prospectus in reliance upon and in conformity with written information furnished to the Company by the Underwriters specifically for inclusion therein, which information the parties hereto agree is limited to the Underwriter’s Information or any Selling Stockholder Information (as defined below) and or provided, further, that the representations and warranties of each of the Selling Stockholders set forth in this subsection vi apply only to statements or omissions made in reliance upon and in conformity with information relating to such statements were made (giving effect to all supplements and updates provided thereto). (b) The Projections and other forward looking information and information of a general economic nature prepared Selling Stockholder furnished in writing by or on behalf of such Selling Stockholder expressly for use in the Borrower Registration Statement, the General Disclosure Package, any Prospectus or any of its representatives and that have been made available to any Lenders amendment or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (supplement thereto, it being understood and agreed that the only information furnished by such Projections are as Selling Stockholder consists of the name of such Selling Stockholder, the number of offered Securities and the address and other information with respect to future events such Selling Stockholder (excluding percentages) which appear in the Registration Statement, General Disclosure Package, and are the Prospectus in the table (and corresponding footnotes) under the captions “Selling Security Holders” and “Selling Stockholders” (with respect to each Selling Stockholder, the “Selling Stockholder Information”) therein; each Selling Stockholder is not and was not prompted to sell the Securities to be viewed as facts, sold by such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered Selling Stockholder hereunder by any such Projections may differ significantly from information concerning the projected results, and that no assurance can be given that the projected results will be realized), as Company or any subsidiary of the date such Projections and information were furnished to the Lenders. (c) As of the Eighth Amendment Agreement Effective Date, the information included Company that is not set forth in the Beneficial Ownership Certification is true and correct in all material respectsRegistration Statement or the Prospectus.

No Material Misstatements. (a) All The written factual information (other than including the ProjectionsConfidential Information Memorandum), forward looking information public filings, reports, financial statements, exhibits and schedules furnished by or on behalf of the Initial Borrower to the Administrative Agent, the Arrangers and the Lenders on or prior to the Effective Date in connection with the negotiation of any Loan Document or included therein or delivered pursuant thereto, taken as a whole, did not contain as of the Effective Date any material misstatement of fact and did not omit to state as of the Effective Date any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading in their presentation of the Company and its subsidiaries taken as a whole. It is understood that (i) no representation or warranty is made concerning the forecasts, estimates, pro forma information, projections and statements as to anticipated future performance or conditions, and the assumptions on which they were based or concerning any information of a general economic nature or general industry nature) (the “Information”) concerning the Borrowerinformation about Company’s and its subsidiaries’ industry, the Subsidiariescontained in any such information, the ADT Transactions and any other transactions contemplated hereby included reports, financial statements, exhibits or schedules, except that, in the Information Memorandum or otherwise prepared by or on behalf case of the foregoing or their representatives such forecasts, estimates, pro forma information, projections and made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge), when taken as a whole, was true and correct in all material respectsstatements, as of the date such Information was furnished to forecasts, estimates, pro forma information, projections and statements were generated, (A) such forecasts, estimates, pro forma information, projections and statements were based on the Lenders and as good faith assumptions of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light management of the circumstances under which Company and (B) such statements assumptions were made (giving effect to all supplements and updates provided thereto). (b) The Projections and other forward looking information and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby have been prepared in good faith based upon assumptions believed by the Borrower such Syniverse Magellan Finance Credit Agreement 23837750v1 management to be reasonable as of the date thereof and (it being understood that ii) (A) such Projections forecasts, estimates, pro forma information, projections and statements are as to future events and are not to be viewed as facts, (B) such Projections forecasts, estimates, pro forma information, projections and statements are subject to significant uncertainties and contingencies contingencies, many of which are beyond the Company’s or its Affiliates’ control, (iii) that no assurance can be given that any particular forecast, estimate, pro forma information, projection or statement will be realized and that actual results during the period or periods covered by any such Projections forecast, estimate, pro forma information, projection or statement may differ significantly from the projected results, results and that no assurance can such differences may be given that the projected results will be realized), as of the date such Projections and information were furnished to the Lendersmaterial. (c) As of the Eighth Amendment Agreement Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

No Material Misstatements. (a) All written factual information (other than the Projections, forward forward-looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Subsidiaries, the ADT Transactions and any other transactions contemplated hereby by the Original Credit Agreement included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders Joint Lead Arranger, any Lender or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby by the Original Credit Agreement (to the extent such Information relates to the Target Companies on or prior to the Closing Date, to the Borrower’s Companies’ knowledge), when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, as of any such date contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (after giving effect to all supplements and updates provided thereto). (ba) The Any Projections and other forward forward-looking information and information of a general economic nature or general industry nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby by the Original Credit Agreement have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized), as of the date such Projections and information were furnished to the Lenders. (c) As of the Eighth Amendment Agreement Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

No Material Misstatements. The written information (including the Presentation to Lenders), public filings, reports, financial statements, exhibits and schedules furnished by or on behalf of the Borrower to the Administrative Agent, the Arrangers and the Lenders on or prior to the Closing Date in connection with the negotiation of any Loan Document or included therein or delivered pursuant thereto, taken together with information contained or incorporated by reference in documents filed with, or furnished to, the SEC by or on behalf of any Loan Party since December 31, 2012 and on or prior to the Closing Date that are publicly available, taken as a whole, did not contain as of the Closing Date any material misstatement of fact and did not omit to state as of the Closing Date any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading in their presentation of the Borrower and its Restricted Subsidiaries taken as a whole. It is understood that (a) All written factual information (other than no representation or warranty is made concerning the Projectionsforecasts, forward looking information estimates, 106 Syniverse Second Lien Credit Agreement pro forma information, projections and statements as to anticipated future performance or conditions, and the assumptions on which they were based or concerning any information of a general economic nature or general industry nature) (the “Information”) concerning the information about Borrower’s and its Subsidiaries’ industry, the Subsidiariescontained in any such information, the ADT Transactions and any other transactions contemplated hereby included reports, financial statements, exhibits or schedules, except that, in the Information Memorandum or otherwise prepared by or on behalf case of the foregoing or their representatives such forecasts, estimates, pro forma information, projections and made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge), when taken as a whole, was true and correct in all material respectsstatements, as of the date such Information was furnished to forecasts, estimates, pro forma information, projections and statements were generated, (i) such forecasts, estimates, pro forma information, projections and statements were based on the Lenders and as good faith assumptions of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light management of the circumstances under which Borrower and (ii) such statements assumptions were made (giving effect believed by such management to all supplements be reasonable and updates provided thereto). (b) The Projections (i) such forecasts, estimates, pro forma information, projections and other forward looking information and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections statements are as to future events and are not to be viewed as facts, (ii) such Projections forecasts, estimates, pro forma information, projections and statements are subject to significant uncertainties and contingencies contingencies, many of which are beyond the Borrower’s or its Affiliates’ control, (iii) that no assurance can be given that any particular forecast, estimate, pro forma information, projection or statement will be realized and that actual results during the period or periods covered by any such Projections forecast, estimate, pro forma information, projection or statement may differ significantly from the projected results, results and that no assurance can such differences may be given that the projected results will be realized), as of the date such Projections and information were furnished to the Lendersmaterial. (c) As of the Eighth Amendment Agreement Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

No Material Misstatements. (a) All written factual information (other than the ProjectionsNo information, forward looking information and information of a general economic nature exhibit or general industry nature) (the “Information”) concerning the Borrowerreport including, without limitation, the Subsidiaries, the ADT Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise reserve reports prepared by or on behalf of the foregoing or their representatives and made available Borrower with respect to any Lenders or the Administrative Agent Mortgaged Properties that has been furnished to the Bank in connection with the ADT Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge), when taken as a whole, was true and correct in all material respects, as negotiation of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain this Agreement contained any untrue statement of a any material fact as of any such date or omit omits to state a material fact necessary in order to make the statements statement contained thereinherein or therein not misleading; subject, taken as a wholehowever, not materially misleading in light the case of the circumstances under which such statements were made reserve reports provided by the Borrower to the assumptions set forth therein. There is no fact known to the Borrower that the Borrower foresees will have a material adverse effect on the operations, Property, assets or condition (giving effect to all supplements and updates provided thereto). (bfinancial of otherwise) The Projections and other forward looking information and information of a general economic nature prepared by or on behalf of the Borrower that has not been disclosed herein or any of its representatives in such other documents, certificates and that have been made available written statements furnished to any Lenders or the Administrative Agent Bank for use in connection with the ADT Transactions or the other transactions contemplated hereby have been prepared hereby. Without limiting the foregoing, the Borrower's interest in good faith based upon assumptions believed by each of the Mortgaged Properties will (i) with respect to each tract of land described in Exhibit A to the Mortgage (A) entitle the Borrower to receive a decimal share of the Hydrocarbons produced from, or obligated to, such tract not less than a decimal share of net revenue interests set forth in Exhibit A to the Mortgage in connection with such tract, (B) cause the Borrower to be reasonable as obligated to bear a decimal share of the date thereof cost of exploration, development and operation of such tract of land not greater than the decimal share of working interests set forth in Exhibit A to the Mortgage in connection with such tract and (it being understood that ii) if such Projections Mortgaged Properties are as to future events and are not shown in Exhibit A to be viewed as factssubject to a unit or units, with respect to each such unit, entitle the Borrower to receive a decimal share of all Hydrocarbons covered by such unit which are produced from, or allocated to, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any unit not less than a decimal share of unit working interests set forth in Exhibit A in connection with such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized), as of the date such Projections and information were furnished to the LendersMortgaged Properties. (c) As of the Eighth Amendment Agreement Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information estimates and information of a general economic nature or a general industry nature) (the “Information”) concerning the BorrowerHoldings, Intermediate Holdings, the Subsidiaries, the ADT Acquired Business, the 2006 Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the ADT 2006 Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge)thereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and and, if delivered prior to the Closing Date, as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Projections and other forward looking information estimates and information of a general economic nature prepared by or on behalf of Holdings, Intermediate Holdings, any of the Borrower Subsidiaries or any of its their representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT 2006 Transactions or the other transactions contemplated hereby thereby (i) have been prepared in good faith based upon assumptions believed by the Borrower Holdings, Intermediate Holdings or such Subsidiary to be reasonable as of at the date thereof time made (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly vary materially from the projected results, and that no assurance can be given that the projected results will be realizedProjections), as of the date such Projections and information estimates were furnished to the Lenders. (c) As Lenders and, if delivered prior to the Closing Date, as of the Eighth Amendment Agreement Effective Closing Date, and (ii) if delivered prior to the information included Closing Date, as of the Closing Date, have not been modified in the Beneficial Ownership Certification is true and correct in all any material respectsrespect by Intermediate Holdings or such Subsidiary.

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information and information of a general economic nature or general industry nature) (the “Information”) that has been made available by or on behalf of any Borrower or any of its representatives concerning the BorrowerBorrower Agent, the Subsidiaries, the ADT Transactions and any other transactions contemplated hereby included in the Information Memorandum Lender Presentation or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target and its subsidiaries and its and their respective businesses on or prior to the Closing Date, to the BorrowerBorrower Agent’s knowledge), when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto). (b) The Projections and other forward looking information and information of a general economic nature prepared by or on behalf of the Borrower Agent or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby have been prepared in good faith based upon assumptions believed by the Borrower Agent to be reasonable as of the date thereof such Projections and information were furnished to the Lenders (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, such differences may be material, and that no assurance can be given that the projected results will be realized), as of the date such Projections and information were furnished to the Lenders. (c) As of the Eighth Amendment Agreement Effective Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

No Material Misstatements. (a) All written factual information (other than the Projections, estimates, forecasts, forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the BorrowerBorrower or any of its Restricted Subsidiaries (but as of the Closing Date, only to the Subsidiaries, knowledge of the ADT Borrower with respect to any Restricted Subsidiary that was not a subsidiary of the Borrower prior to the Closing Date) or the Transactions (but only to the knowledge of the Borrower for all Information as it relates to the Sellers or the Target Assets) and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared furnished by or on behalf of the foregoing or their representatives and made available to any Lenders Lender or the Administrative Agent in connection with the ADT Transactions for use in evaluating the Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge)hereby, when taken as a whole, was true and correct in all material respects, respects as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in any material respect in light of the circumstances under which such statements were made (after giving effect to all supplements and updates provided theretothereto delivered to the Arrangers prior to such time). (b) The Projections Projections, estimates, forecasts and other forward forward-looking information and (other than information of a general economic nature prepared or general industry nature) furnished by or on behalf of the Borrower or any of its representatives Restricted Subsidiaries and that have been made available furnished to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby Lenders have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of at the date thereof time made and at the time such Projections were furnished (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly vary materially from the projected results, Projections) and that no assurance can be given that the projected results will be realized), as of the date such Projections and information were furnished to the LendersClosing Date. (c) As of the Eighth Amendment Agreement Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information estimates and information of a general economic nature or a general industry nature) (the “Information”) concerning the BorrowerHoldings, Intermediate Holdings, the Subsidiaries, the ADT Acquired Business, the 2006 Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative any Agent in connection with the ADT 2006 Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge)thereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and and, if delivered prior to the Closing Date, as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Projections and other forward looking information estimates and information of a general economic nature prepared by or on behalf of Holdings, Intermediate Holdings, any of the Borrower Subsidiaries or any of its their representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT 2006 Transactions or the other transactions contemplated hereby thereby (i) have been prepared in good faith based upon assumptions believed by the Borrower Holdings, Intermediate Holdings or such Subsidiary to be reasonable as of at the date thereof time made (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly vary materially from the projected results, and that no assurance can be given that the projected results will be realizedProjections), as of the date such Projections and information estimates were furnished to the Lenders. (c) As Lenders and, if delivered prior to the Closing Date, as of the Eighth Amendment Agreement Effective Closing Date, and (ii) if delivered prior to the information included Closing Date, as of the Closing Date, have not been modified in the Beneficial Ownership Certification is true and correct in all any material respectsrespect by Intermediate Holdings or such Subsidiary.

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the BorrowerBorrowers, the Subsidiaries, the ADT Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge)hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Third Restatement Effective Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto). (b) The Projections and other forward looking information and information of a general economic nature prepared by or on behalf of the Borrower Borrowers or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower Borrowers to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized), as of the date such Projections and information were furnished to the Lenders. (c) As Lenders and as of the Eighth Amendment Agreement Third Restatement Effective Date, and (ii) as of the information included Third Restatement Effective Date, have not been modified in any material respect by the Beneficial Ownership Certification is true and correct in all material respectsBorrowers.

No Material Misstatements. (a) All As of the Closing Date, all written factual information (other than the Projections, forward looking information estimates and information of a general economic nature or general industry nature) (the “Information”) concerning the BorrowerParent and its Subsidiaries, including SMLP, the Subsidiaries, the ADT Transactions and or any other transactions contemplated hereby hereby, included in the Information Memorandum Borrower’s Presentation or otherwise otherwise, prepared by or on behalf of the foregoing Borrower or their representatives and made available to any Lenders or the Administrative Agent of its Affiliates in connection with the ADT Transactions this Agreement, any other Loan Document or the other transactions any transaction contemplated hereby (to the extent such Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge)hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Agents, the Joint Lead Arrangers or the Lenders and as of the Closing Date Date, and did not, taken as a whole, not contain any untrue statement of a material fact as of any such date or omit to state a any material fact necessary in order to make the statements contained therein, taken as a whole, therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (bi) The Projections and other forward looking information and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders Agent, Joint Lead Arranger or the Administrative Agent Lender in connection with this Agreement, the ADT Transactions or the other transactions contemplated hereby (A) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof Closing Date, and (it being understood B) as of the Closing Date, have not been modified in any material respect by the Borrower. (ii) Any other projections prepared by or on behalf of the Borrower or any of its representatives and that such Projections are as will be made available to future events and are not any Agent, Joint Lead Arranger or Lender in connection with this Agreement, the Transactions or the other transactions contemplated hereby shall be prepared in good faith based upon assumptions believed by the Borrower to be viewed reasonable as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during of the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized)date thereof, as of the date such Projections and information projections were furnished to the Agents, Joint Lead Arrangers or Lenders. (c) As of the Eighth Amendment Agreement Effective Date. Without limiting this Section 3.13(b), the information included parties hereto agree and acknowledge that the assumptions reflected in the Beneficial Ownership Certification is true Projections and correct projections described in all material respectsthis Section 3.13(b) may or may not prove to be correct.

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information estimates and information of a general economic nature or general industry specific nature) (the “Information”) concerning Holdings, the Borrower, the Subsidiaries, the ADT Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge)hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information information was furnished to the Lenders and and, if delivered prior to the Closing Date, as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all written supplements and updates provided theretothereto prior to the Execution Date). (b) The Projections and other forward looking information estimates and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that the actual results during the period or periods covered by any such Projections information may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized), as of the date such Projections and information estimates were furnished to the Lenders. (c) As of the Eighth Amendment Agreement Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information 2024 Projections or estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the BorrowerBorrowers, the Subsidiaries, the ADT Amendment and Restatement Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the ADT Amendment and Restatement Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge)hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Amendment and Restatement Effective Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The 2024 Projections and other forward looking information estimates and information of a general economic nature prepared by or on behalf of the Borrower Borrowers or any of its their representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower Borrowers to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly vary materially from the projected results, and that no assurance can be given that the projected results will be realized2024 Projections), as of the date such 2024 Projections and information estimates were furnished to the LendersLenders and as of the Amendment and Restatement Effective Date, and (ii) as of the Amendment and Restatement Effective Date, have not been modified in any material respect by the Borrowers. (c) As of the Eighth Amendment Agreement and Restatement Effective Date, to the knowledge of the Company, the information included in the Beneficial Ownership Certification provided on or prior to the Amendment and Restatement Effective Date to any Lender in connection with this Agreement is true and correct in all material respects.

No Material Misstatements. (a) (i) All written factual information (other than the Projections, forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Subsidiaries, the ADT 2015 Transactions and any other transactions contemplated hereby by the Original First Lien Credit Agreement included in the Information Memorandum Lender’s Presentation or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the ADT 2015 Transactions or the other transactions contemplated hereby (to by the extent such Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge)Original First Lien Credit Agreement, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto). ) and (bii) The Projections and all written factual information (other than the Projections, forward looking information and information of a general economic nature or general industry nature) (the “2016 Information”) concerning the Borrower, the Subsidiaries, the 2016 Transactions and any other transactions contemplated by the Incremental Assumption and Amendment Agreement included in the 2016 Lender’s Presentation or otherwise prepared by or on behalf of the Borrower foregoing or any of its their representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT 2016 Transactions or the other transactions contemplated hereby have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable Incremental Assumption and Amendment Agreement, when taken as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as factsa whole, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized), as of the date such Projections and information were furnished to the Lenders. (c) As of the Eighth Amendment Agreement Effective Date, the information included in the Beneficial Ownership Certification is was true and correct in all material respects, as of the date such 2016 Information was furnished to the Lenders and the Effective Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto).

No Material Misstatements. None of (a) All written factual information (other than the Projections, forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Subsidiaries, the ADT Transactions and any other transactions contemplated hereby included in the Confidential Information Memorandum or otherwise prepared (b) any other information, report, financial statement, exhibit or schedule (when taken as a whole) furnished by or on behalf of Intermediate Holdings or the foregoing or their representatives and made available Borrower to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target any Lender on or prior to the Closing DateDate in connection with the negotiation of any Loan Document or included therein or delivered pursuant thereto contained, to the Borrower’s knowledge), when taken as a whole, was true and correct in all material respects, as of contains or will contain on the date on which such Information was information is furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omitted, omits or will omit to state a any material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in the light of the circumstances under which they were, are or will be made, not misleading; provided that to the extent any such statements were made (giving effect to all supplements information, report, financial statement, exhibit or schedule was based upon or constitutes a forecast or projection, each of Intermediate Holdings and updates provided thereto). (b) The Projections and other forward looking information and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and represents only that have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby have been prepared it acted in good faith and utilized reasonable assumptions (based substantially upon assumptions believed accounting principles consistent with the historical audited financial statements of the Parent in all material respects other than (i) the Xxxxxxxxxx Facility shutdown costs and (ii) other material items identified in writing to the Joint Lead Arrangers on or prior to July 11, 2011) in the preparation of such financial statements in all material respects in light of the conditions existing at the time of delivery thereof in the preparation of such information, report, financial statement, exhibit or schedule, it being recognized by the Borrower to be reasonable as of the date thereof (it being understood Lenders, that such Projections are forecasts or projections as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies facts or a guarantee of future performance and that the actual results during the period or periods covered by any such Projections the forecasts or projections may differ significantly from the projected resultsresults included in such forecasts or projections, and that which differences may be material. Notwithstanding anything to the contrary in the preceding sentence, no assurance can be given that representation, warranty or covenant is made with respect to information of general economic or general industry nature or for which the projected results will be realized)source is any separately identified (i) third party source or (ii) other person or entity not affiliated with or acting as agent or representative for Intermediate Holdings, as the Borrower or any of the date Subsidiaries, and, in each case such Projections and information were furnished was not provided to such source, other person or entity by the LendersBorrower or its Subsidiaries. (c) As of the Eighth Amendment Agreement Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information and information of a general economic nature or general industry nature) (the “Information”) that has been made available by or on behalf of theany Borrower or any of its representatives concerning the BorrowerBorrower Agent, the Subsidiaries, the ADT Transactions and any other transactions contemplated hereby included in the Information Memorandum Lender Presentation or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target and its subsidiaries and its and their respective businesses on or prior to the Closing Date, to the Borrower’s Agent’s knowledge), when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto). (b) The Projections and other forward looking information and information of a general economic nature prepared by or on behalf of the Borrower Agent or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby have been prepared in good faith based upon assumptions believed by the Borrower Agent to be reasonable as of the date thereof such Projections and information were furnished to the Lenders (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, such differences may be material, and that no assurance can be given that the projected results will be realized), as of the date such Projections and information were furnished to the Lenders. (c) As of the Eighth Amendment Agreement Effective Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

No Material Misstatements. (a) All written factual information (other than the Projectionsprojections, forward looking information and information of a general economic nature or general industry specific nature) (the “Information”) concerning Holdings, the Borrower, the Subsidiaries, the ADT Acquired Business, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the ADT Financing Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge)hereby, when taken as a whole, was true and is or will be, when furnished, correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date Effective Date, and did does not or will not, taken as a wholewhen furnished, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto). (b) The Projections Any projections and other forward looking information and information of a general economic nature prepared by or on behalf of the Borrower Borrower, the Acquired Business or any of its their respective representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT Financing Transactions or the other transactions contemplated hereby hereby, together with all supplements and updates thereto, (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized)thereof, as of the date such Projections projections and other forward looking information were furnished to the Lenders. (c) As Lenders and as of the Eighth Amendment Agreement Effective Date, and (ii) as of the information included Effective Date, have not been modified in any material respect by the Beneficial Ownership Certification is true and correct in all material respectsBorrower.

No Material Misstatements. (a) All The written factual information (other than including the ProjectionsConfidential Information Memorandum), forward looking information public filings, reports, financial statements, exhibits and schedules furnished Syniverse Magellan Finance Credit Agreement 23837750v1 by or on behalf of the Borrower to the Administrative Agent, the Arrangers and the Lenders on or prior to the Effective Date in connection with the negotiation of any Loan Document or included therein or delivered pursuant thereto, taken as a whole, did not contain as of the Effective Date any material misstatement of fact and did not omit to state as of the Effective Date any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading in their presentation of the Company and its subsidiaries taken as a whole. It is understood that (i) no representation or warranty is made concerning the forecasts, estimates, pro forma information, projections and statements as to anticipated future performance or conditions, and the assumptions on which they were based or concerning any information of a general economic nature or general industry nature) (the “Information”) concerning the Borrowerinformation about Company’s and its subsidiaries’ industry, the Subsidiariescontained in any such information, the ADT Transactions and any other transactions contemplated hereby included reports, financial statements, exhibits or schedules, except that, in the Information Memorandum or otherwise prepared by or on behalf case of the foregoing or their representatives such forecasts, estimates, pro forma information, projections and made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge), when taken as a whole, was true and correct in all material respectsstatements, as of the date such Information was furnished to forecasts, estimates, pro forma information, projections and statements were generated, (A) such forecasts, estimates, pro forma information, projections and statements were based on the Lenders and as good faith assumptions of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light management of the circumstances under which Company and (B) such statements assumptions were made (giving effect to all supplements and updates provided thereto). (b) The Projections and other forward looking information and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby have been prepared in good faith based upon assumptions believed by the Borrower such management to be reasonable as of the date thereof and (it being understood that ii) (A) such Projections forecasts, estimates, pro forma information, projections and statements are as to future events and are not to be viewed as facts, (B) such Projections forecasts, estimates, pro forma information, projections and statements are subject to significant uncertainties and contingencies contingencies, many of which are beyond the Company’s or its Affiliates’ control, (C) that no assurance can be given that any particular forecast, estimate, pro forma information, projection or statement will be realized and that actual results during the period or periods covered by any such Projections forecast, estimate, pro forma information, projection or statement may differ significantly from the projected results, results and that no assurance can such differences may be given that the projected results will be realized), as of the date such Projections and information were furnished to the Lendersmaterial. (c) As of the Eighth Amendment Agreement Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the BorrowerBorrowers, the Subsidiaries, the ADT Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge)hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Fourth Restatement Effective Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto). (b) The Projections and other forward looking information and information of a general economic nature prepared by or on behalf of the Borrower Borrowers or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower Borrowers to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized), as of the date such Projections and information were furnished to the Lenders. (c) As Lenders and as of the Eighth Amendment Agreement Fourth Restatement Effective Date, and (ii) as of the information included Fourth Restatement Effective Date, have not been modified in any material respect by the Beneficial Ownership Certification is true and correct in all material respectsBorrowers.

No Material Misstatements. (a) All written factual The information (other than the Projections, forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Subsidiaries, the ADT Transactions and any other transactions contemplated hereby included furnished in the Information Memorandum or otherwise prepared writing by or on behalf of the foregoing AbitibiBowater or their representatives and made available any Borrower to any Lenders Lead Arranger, any Agent or the Administrative Agent any Lender in connection with the ADT Transactions or transactions contemplated in this Agreement and the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge)Loan Documents, when taken as a whole, was true and correct in all material respects, as of the date such Information information was furnished to the Lenders and as of the Closing Date and did notso furnished, taken as a whole, does not contain any untrue statement of a material fact as of any such date or omit to state a any material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, taken as a whole, not materially misleading misleading, provided that to the extent any such information therein was based upon or constitutes a forecast or projection or pro forma financial information, each of AbitibiBowater and each Borrower represents only that it acted in light good faith and utilized reasonable assumptions, due and careful consideration and the information actually known to Responsible Officers of such Person at the time in the preparation of such information. (y) Clause (a) of Section 9.04 of the circumstances under Credit Agreement is amended and restated to read in its entirety as follows: within 105 days (or such earlier date on which such statements were made AbitibiBowater is required (giving effect to any extensions granted by the SEC) to make any public filing of such information) after the end of each fiscal year, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows, showing the financial condition of AbitibiBowater and its Subsidiaries on a consolidated basis as of the close of such fiscal year and their results of operations during such fiscal year, all supplements audited by PricewaterhouseCoopers LLP or other independent auditors of recognized national standing and updates provided thereto). accompanied by an opinion of such accountants (which shall not contain any qualification or exception as to scope or going concern) to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of AbitibiBowater and its Subsidiaries on a consolidated basis in accordance with GAAP; (z) Clause (b) The Projections and other forward looking information and information of a general economic nature prepared by or on behalf Section 9.04 of the Borrower Credit Agreement is amended and restated to read in its entirety as follows: within 60 days (or any of its representatives and that have been made available such earlier date on which AbitibiBowater is required (giving effect to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby have been prepared in good faith based upon assumptions believed extensions granted by the Borrower SEC) to be reasonable make any public filing of such information) after the end of each of the first three fiscal quarters of each fiscal year, its unaudited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows, showing the financial condition of AbitibiBowater and its Subsidiaries on a consolidated basis as of the date thereof close of such fiscal quarter and their results of operations during such fiscal quarter and the then-elapsed portion of the fiscal year (it being understood that such Projections are information shall be in reasonable detail and certified by a Financial Officer of AbitibiBowater as to future events fairly presenting in all material respects the financial condition and are not to be viewed as factsresults of operations of AbitibiBowater and its Subsidiaries on a consolidated basis in accordance with GAAP, such Projections are subject to significant uncertainties normal year-end audit adjustments and contingencies the absence of notes); (aa) Clause (c) of Section 9.04 of the Credit Agreement is amended and that actual results during restated to read in its entirety as follows: within 30 days after the period or periods covered by any such Projections may differ significantly from end of each of the projected resultsfirst two months of each fiscal quarter, and that within 60 days (or such earlier date on which AbitibiBowater is required (giving effect to any extensions granted by the SEC) to make any public filing of such information) after the end of the third month of each fiscal quarter, in each case ending during a Compliance Period, the monthly unaudited consolidated balance sheet and related consolidated statement of income of AbitibiBowater and its Subsidiaries on a consolidated basis in accordance with GAAP for such period, subject to normal year-end audit adjustments, normal quarterly adjustments and allocations and the absence of notes, in each case, certified by a Financial Officer of AbitibiBowater as being prepared on a consistent basis with its monthly accounting and bookkeeping practices; (bb) The proviso in Section 9.06(b) of the Credit Agreement is amended and restated to read in its entirety as follows: provided, however, so long as no assurance can be given that Event of Default and no Dominion Period exists, the projected results will be realizedCollateral Agent may only make one request in respect of each of clause (x) and (y) above during each fiscal year (or, during any period (A) commencing on the date on which the Excess Availability is less than 40% of the Total Commitment as then in effect and (B) ending on the first date thereafter on which the Excess Availability has been equal to or greater than 40% of the Total Commitment as then in effect for 40 consecutive days, up to two requests in respect of each of clause (x) and (y) above during each fiscal year), as in each case at the reasonable cost of the date such Projections and information were furnished to the LendersBorrowers. (ccc) As The phrase “Material Subsidiary” in Section 9.09(b) of the Eighth Amendment Credit Agreement Effective Dateis replaced, in each instance, with the information included phrase “Material Wholly-Owned Subsidiary”. (dd) The parenthetical appearing in Section 9.10(d) of the Beneficial Ownership Certification Credit Agreement is true amended and correct restated to read in all material respectsits entirety as follows: (other than cash held in Excluded Accounts or the Specified Collection Accounts) (ee) The phrase “Payment Conditions” in Section 10.04(e)(v) of the Credit Agreement is replaced with the phrase “Permitted Acquisition Payment Conditions”.

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information and information of a general economic nature or general industry specific nature) (the “Information”) concerning Parent, the Borrower, the Subsidiaries, the ADT Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge)hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders (and as of the Closing Date Date, with respect to Information provided prior thereto) and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto). (b) The Projections and other forward looking information and information of a general economic nature prepared by or on behalf of Parent, the Borrower or any of its their representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby have been prepared in good faith based upon assumptions believed by Parent and the Borrower to be reasonable as of the date thereof (it being understood that such Projections and other forward looking information are as to future events and are not to be viewed as facts, such Projections and other forward looking information are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections or other forward looking information may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized), ) and as of the date such Projections and information were furnished to the Lenders. (c) As of the Eighth Amendment Agreement Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

No Material Misstatements. (a) All written factual information (other than the ProjectionsThe information, forward looking information reports, financial statements, exhibits and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Subsidiaries, the ADT Transactions and any other transactions contemplated hereby included schedules furnished in the Information Memorandum or otherwise prepared writing by or on behalf of the foregoing Company to the Collateral Agent or their representatives and made available to any Lenders or the Administrative Agent Bechtel in connection with the ADT Transactions negotiation, preparation or delivery of this Agreement, each of the other transactions contemplated hereby (to the extent such Information relates to the Target on Transaction Documents and each Basic Document or prior to the Closing Date, to the Borrower’s knowledge)included herein or therein or delivered pursuant hereto or thereto, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, do not contain any untrue statement of a material fact as of any such date or omit to state a any material fact necessary in order to make the statements contained herein or therein, taken as a whole, not materially misleading in light of the circumstances under which they were made, not misleading, other than a material fact the effect of which is favorable to the Company; PROVIDED that to the extent any such statements were made (giving effect information, report, financial statement, exhibit or schedule was based upon or constitutes a forecast, projection or expression of opinion, the Company represents only that it acted in good faith and utilized reasonable assumptions and due care in the preparation of such information, report, financial statement, exhibit or schedule. All written information furnished after the date hereof by the Company and its Subsidiaries to all supplements the Collateral Agent and updates provided thereto). (b) The Projections and other forward looking information and information of a general economic nature prepared by or on behalf Bechtel in connection with this Agreement, each of the Borrower other Transaction Documents and each Basic Document and the transactions contemplated hereby and thereby will be true, complete and accurate in every material respect, or (in the case of projections) based on reasonable estimates, on the date as of which such information is stated or certified. There is no fact known to the Company that has had or could reasonably be expected (individually or in the aggregate) to have a Material Adverse Effect that has not been disclosed herein, in the other Transaction Documents, in any of its representatives and that have been made available document related to any Lenders the Restructuring or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the Administrative Collateral Agent or Bechtel for use in connection with the ADT Transactions or the other transactions contemplated hereby have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized), as of the date such Projections and information were furnished to the Lendersthereby. (c) As of the Eighth Amendment Agreement Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information estimates and information of a general economic nature or general industry nature) (the “"Information”") concerning the Borrower, the Subsidiaries, the ADT Transactions and any other transactions contemplated hereby included in the Information Offering Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge)hereby, when taken as a whole, was were true and correct in all material respects, as of the date such Information was furnished to the Lenders and (except for the withdrawal of the senior notes offering and the substitution of the Term Loans and the Second Lien Term Loans for the senior notes referred to in the Offering Memorandum and items related thereto) as of the Closing Date and did not, taken as a whole, not contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, therein not materially misleading in light of the circumstances under which such statements were made (giving effect made, except that the Offering Memorandum does not contain information relating to all supplements the FCC approval to assign the satellite earth station licenses to certain subsidiaries of the Borrower, which approval was obtained on April 18, 2005 and updates provided thereto)listed on Schedule 3.23. (b) The Any Projections and other forward looking information estimates and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized)thereof, as of the date such Projections and information estimates were furnished to the Lenders. (c) As Lenders and as of the Eighth Amendment Agreement Effective Closing Date, and (ii) (except for the information included withdrawal of the senior notes offering and the substitution of the Term Loans and the Second Lien Term Loans for the senior notes referred to in the Beneficial Ownership Certification is true Offering Memorandum and correct items related thereto) as of the Closing Date, have not been modified in all any material respectsrespect by the Borrower.

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Subsidiaries, the ADT Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise Table of Contents prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target Company on or prior to the Closing Date, to the BorrowerCompany’s knowledge), when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto). (b) The Projections and other forward looking information and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized), as of the date such Projections and information were furnished to the Lenders. (c) As of the Eighth Amendment Agreement Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

No Material Misstatements. (a) All written factual information information, reports, financial statements, exhibits and schedules (other than the Projectionsincluding, forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning without limitation, the Borrower's report on Form 10-K for the year ended December 31, 2003, as filed with the Subsidiaries, Securities and Exchange Commission) furnished to the ADT Transactions and Administrative Agent or any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared Lender by or on behalf of the foregoing Borrower or their representatives and made available to any Lenders or the Administrative Agent of its Subsidiaries in connection with the ADT Transactions negotiation of any Loan Document or the other transactions contemplated hereby (to the extent such Information relates to the Target on included therein or prior to the Closing Date, to the Borrower’s knowledge)delivered pursuant thereto, when taken as a whole, was true did not contain, and correct in all material respectsas they may be amended, supplemented or modified from time to time, will not contain, as of the date such Information was furnished to the Lenders and as of the Closing Date and did notstatements were made, taken as a whole, contain any untrue statement statements of a material fact and did not omit, and as they may be amended, supplemented or modified from time to time, will not omit, to state as of the date such statements were made, any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in the light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)they were, are or will be made, not materially misleading. (b) The Projections All projections and other forward looking information estimates concerning the Borrower and information of a general economic nature prepared its Subsidiaries that are or have been made available to the Administrative Agent or any Lender by or on behalf of the Borrower or any of its representatives and that Subsidiaries have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby have been will be prepared in based on good faith estimates and based upon assumptions believed by the Borrower to be reasonable as in all material respects at the time of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized), as of the date such Projections and information were furnished to the Lenderspreparation. (c) As The leases contributing to the Loan Parties' interests in those wells listed on Schedule 5.18(c) hereto (which wells are further idxxxxxied under the same identifying name in Borxxxxx's Reserve Report dated as of September 30, 2004) are described on Exhibit "A" to one or more of the Eighth Amendment Agreement Effective Dateinstruments constituting or otherwise covered by the Mortgages. Further, the information included in the Beneficial Ownership Certification is true and correct in all material respectsthose title materials referenced on this Schedule 5.18(c) as relating to any particular well listed thereon relate to such well.

No Material Misstatements. (a) All The written factual information (other than including the ProjectionsConfidential Information Memorandum), forward looking information public filings, reports, financial statements, exhibits and schedules furnished by or on behalf of the Initial Borrower to the Administrative Agent, the Arrangers and the Lenders on or prior to the Effective Date in connection with the negotiation of any Loan Document or included therein or delivered pursuant thereto, taken as a whole, did not contain as of the Effective Date any material misstatement of fact and did not omit to state as of the Effective Date any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading in their presentation of the Company and its subsidiaries taken as a whole. It is understood that (i) no representation or warranty is made concerning the forecasts, estimates, pro forma information, projections and statements as to anticipated future performance or conditions, and the assumptions on which they were based or concerning any information of a general economic nature or general industry nature) (the “Information”) concerning the Borrowerinformation about Company’s and its subsidiaries’ industry, the Subsidiariescontained in any such information, the ADT Transactions and any other transactions contemplated hereby included reports, financial statements, exhibits or schedules, except that, in the Information Memorandum or otherwise prepared by or on behalf case of the foregoing or their representatives such forecasts, estimates, pro forma information, projections and made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge), when taken as a whole, was true and correct in all material respectsstatements, as of the date such Information was furnished to forecasts, estimates, pro forma information, projections and statements were generated, (A) such forecasts, estimates, pro forma information, projections and statements were based on the Lenders and as good faith assumptions of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light management of the circumstances under which Company and (B) such statements assumptions were made (giving effect to all supplements and updates provided thereto). (b) The Projections and other forward looking information and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby have been prepared in good faith based upon assumptions believed by the Borrower such management to be reasonable as of the date thereof and (it being understood that ii) (A) such Projections forecasts, estimates, pro forma information, projections and statements are as to future events and are not to be viewed as facts, (B) such Projections forecasts, estimates, pro forma information, projections and statements are subject to significant uncertainties and contingencies contingencies, many of which are beyond the Company’s or its Affiliates’ control, (iii) that no assurance can be given that any particular forecast, estimate, pro forma information, projection or statement will be realized and that actual results during the period or periods covered by any such Projections forecast, estimate, pro forma information, projection or statement may differ significantly from the projected results, results and that no assurance can such differences may be given that the projected results will be realized), as of the date such Projections and information were furnished to the Lendersmaterial. (c) As of the Eighth Amendment Agreement Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

No Material Misstatements. (a) All written factual information (other than At the Projections, forward looking information and information of a general economic nature or general industry nature) (respective times the “Information”) concerning the Borrower, the Subsidiaries, the ADT Transactions Registration Statement and any other transactions contemplated hereby included in amendments thereto became or become effective, at the Information Memorandum or otherwise prepared by or on behalf date of this Agreement and at the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to the First Closing Date, to the Borrower’s knowledge), when taken as a whole, was true Registration Statement and correct in all material respects, as of the date such Information was furnished to the Lenders any amendments thereto did not and as of the Closing Date and did not, taken as a whole, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Time of Sale Disclosure Package, the Prospectus and any amendments or supplements thereto, at time the Prospectus or any amendment or supplement thereto was issued and at the First Closing Date (as defined below), did not and will not contain an untrue statement of any such date a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which they were made, not misleading; provided, however, that the foregoing representations and warranties in this paragraph (g) apply only to the extent that any information contained in or omitted from the Registration Statement or Prospectus was made in reliance upon and in conformity with written information furnished to the Company by such statements were made (giving effect to all supplements Selling Shareholder it being understood and updates provided thereto). (b) The Projections and other forward looking agreed that the only such information and information of a general economic nature prepared furnished by or on behalf of such Selling Shareholder specifically for inclusion in the Borrower Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as issuer free writing prospectus consists of the date thereof (it being understood that name and address of such Projections are as to future events Selling Shareholder and are not to be viewed as factsthe number of Shares held by such Selling Shareholder before and after the offering under the caption “Selling Shareholders” in the Preliminary Prospectus, such Projections are subject to significant uncertainties Time of Sale Disclosure Package and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized)Prospectus, as well as all of the date such Projections and information were furnished set forth in the footnote to the Lenderstable therein (the “Selling Shareholder Information”). (c) As of the Eighth Amendment Agreement Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.