Common use of True and Complete Disclosure Clause in Contracts

True and Complete Disclosure. (a) None of the written factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of the Borrower, any of the other Restricted Subsidiaries or any of their respective authorized representatives to the Administrative Agent, the Joint Lead Arrangers and Bookrunners, and/or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein was, when furnished, incorrect in any material respect or contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was furnished (after giving effect to all supplements and updates), it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, estimates (including financial estimates, forecasts, and other forward-looking information) or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”). (b) The Forward-Looking Information contained in the Confidential Information Memorandum were based on good faith estimates and assumptions believed by such Persons to be reasonable at the time made, it being recognized by the Lenders that all Forward-Looking Information as to future events are not to be viewed as facts or a guarantee of performance, are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries and that actual results during the period or periods covered by any such Forward-Looking Information may differ from the projected results and such differences may be material.

True and Complete Disclosure. (a) None of the written factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of Holdings, the Borrower, any of the other Restricted Subsidiaries or any of their respective authorized representatives to the Administrative Agent, the any Joint Lead Arrangers and BookrunnersArranger, and/or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein was, when furnished, incorrect in any material respect or contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was furnished (after giving effect to all supplements and updates), it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, estimates (including financial estimates, forecasts, and other forward-looking information) or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”)nature. (b) The Forwardprojections (including financial estimates, forecasts, and other forward-Looking Information looking information) contained in the Confidential Information Memorandum information and data referred to in paragraph (a) above were based on good faith estimates and assumptions believed by such Persons to be reasonable at the time made, it being recognized by the Lenders that all Forward-Looking Information such projections as to future events are not to be viewed as facts or a guarantee of performance, are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries and that actual results during the period or periods covered by any such Forward-Looking Information projections may differ from the projected results and such differences may be material.

True and Complete Disclosure. (a) None of the written factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of the Borrower, any of the other Restricted Subsidiaries or any of their respective authorized representatives to the Administrative Agent, the any Joint Lead Arrangers Arranger and Bookrunners, Bookrunner and/or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein was, when furnished, incorrect in any material respect or contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was furnished (after giving effect to all supplements and updates), it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, estimates (including financial estimates, forecasts, and other forward-looking information) or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”)nature. (b) The Forwardprojections (including financial estimates, forecasts, and other forward-Looking Information looking information) contained in the Confidential Information Memorandum information and data referred to in paragraph (a) above were based on good faith estimates and assumptions believed by such Persons to be reasonable at the time made, it being recognized by the Lenders that all Forward-Looking Information such projections as to future events are not to be viewed as facts or a guarantee of performance, are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries and that actual results during the period or periods covered by any such Forward-Looking Information projections may differ from the projected results and such differences may be material.

True and Complete Disclosure. (a) None of the written factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of Holdings, the Borrower, any of the other Restricted Subsidiaries of the Borrower or any of their respective authorized representatives to the Administrative Agent, the any Joint Lead Arrangers and Bookrunners, Arranger and/or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Documents) regarding Holdings, the Borrower and its Restricted Subsidiaries in connection with the Transactions for purposes of or in connection with this Agreement or any transaction contemplated herein was, when furnished, incorrect in any material respect or contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was furnished (after giving effect to all supplements and updates)furnished, it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, projections or estimates (including financial estimates, forecasts, forecasts and other forward-looking information) or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”)nature. (b) The Forward-Looking Information projections contained in the Confidential Information Memorandum were Lender Presentation are based on upon good faith estimates and assumptions believed by such Persons the Borrower to be reasonable at the time made, it being recognized by the Agents, Joint Lead Arrangers and the Lenders that all Forwardsuch projections, forward-Looking Information as to future events looking statements, estimates and pro forma financial information are not to be viewed as facts or a guarantee of performance, and are subject to significant uncertainties material contingencies and contingenciesassumptions, many of which are beyond the control of the Borrower and its Subsidiaries Credit Parties, and that actual results during the period or periods covered by any such Forwardprojections, forward-Looking Information looking statements, estimates and pro forma financial information may differ materially from the projected results and such differences may be materialresults.

True and Complete Disclosure. (a) None of the written factual information The information, reports, financial statements, exhibits and written data (taken as a whole) heretofore or contemporaneously schedules furnished in writing by or on behalf of the Borrower, any of the other Restricted Subsidiaries or any of their respective authorized representatives Borrower to the Administrative Agent, the Joint Lead Arrangers and Bookrunners, and/or Agent or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Documents) for purposes of or in connection with the negotiation, preparation or delivery of this Agreement or any transaction contemplated included herein wasor delivered pursuant hereto, as of the date of delivery thereof and when furnishedtaken as a whole, incorrect in any material respect or contained do not contain any untrue statement of any a material fact or omitted or, when considered together with all reports theretofore filed with the SEC, omit to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time the statements herein or therein, in light of the circumstances under which such information or data was furnished (after giving effect they were made, not misleading; provided, however, that, with respect to all supplements and updates), it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma projected financial information, projections, estimates (including financial estimates, forecasts, forecasts and other forward-looking information) or other forward looking , the Borrower represents only that such information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”). (b) The Forward-Looking Information contained was prepared in the Confidential Information Memorandum were based on good faith based upon assumptions and estimates developed by management of the Borrower in good faith and assumptions believed by such Persons to be reasonable at the time made, (it being recognized by the Lenders understood that all Forward-Looking Information as to future events are such information is not to be viewed as facts or a guarantee of performance, are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries future performance and that actual results during the period or periods covered by any such Forward-Looking Information information may materially differ from the projected results therein). All written information furnished after the date hereof by the Borrower and its Subsidiaries to the Administrative Agent and the Lenders in connection with this Agreement and the transactions contemplated hereby will be true, complete and accurate in every material respect, or (in the case of forward-looking statements) based upon assumptions and estimates developed by management of the Borrower in good faith and believed to be reasonable at the time, on the date as of which such differences may information is stated or certified; provided that, in the case of projected financial information, forecasts and other forward-looking information, no assurance is given that any results forecasted in any such projections or forward-looking information will actually be materialachieved or that actual results during the period or periods covered by such information will not differ materially from the results set forth in such projections or forward-looking information. (b) As of the Effective Date, to the best knowledge of the Borrower, the information included in any 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 respects.

True and Complete Disclosure. (a) None of the written factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of Holdings, the BorrowerBorrowers, any of the other Restricted Subsidiaries or any of their respective authorized representatives to the Administrative Agent, the any Joint Lead Arrangers and BookrunnersArranger, and/or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein was, when furnished, incorrect in any material respect or contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was furnished (after giving effect to all supplements and updates), it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, estimates (including financial estimates, forecasts, and other forward-looking information) or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”)nature. (b) The Forwardprojections (including financial estimates, forecasts, and other forward-Looking Information looking information) contained in the Confidential Information Memorandum information and data referred to in paragraph (a) above were based on good faith estimates and assumptions believed by such Persons to be reasonable at the time made, it being recognized by the Lenders that all Forward-Looking Information such projections as to future events are not to be viewed as facts or a guarantee of performance, are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries and that actual results during the period or periods covered by any such Forward-Looking Information projections may differ from the projected results and such differences may be material.

True and Complete Disclosure. (a) None of the All written factual information and written data (taken as a wholeother than (i) heretofore third party reports (but not the information upon which such memos or contemporaneously furnished by or reports are based on behalf of the Borrower, any of the other Restricted Subsidiaries or any of their respective authorized representatives to the Administrative Agent, extent otherwise made available to the Joint Lead Arrangers Arrangers), (ii) the Projections (as defined below), (iii) forward looking information and Bookrunners(iv) information of a general economic or industry specific nature), and/or that has been made available to any Lender Joint Lead Arranger on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Documents) for purposes a Loan Party or any of or its representatives on its behalf in connection with this Agreement or any transaction contemplated herein wasthe Transactions, when furnishedtaken as a whole is, incorrect as of the Closing Date, correct in any all material respect or contained respects and does not when taken as a whole, contain any untrue statement of any a material fact or omitted omit to state any a material fact necessary in order to make such information and data (taken as a whole) the statements contained therein not materially misleading at such time in light of the circumstances under which such information or data was furnished statements are made (after giving effect to all supplements and updates), it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, estimates (including financial estimates, forecasts, and other forward-looking information) or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”updates thereto). (b) The Forward-Looking Information financial estimates, forecasts and other projections (collectively, the “Projections”) and other forward looking information contained in the Confidential Information Memorandum were based information materials provided to the Joint Lead Arrangers on or before the Closing Date have been prepared in good faith estimates and based upon assumptions that were believed by such Persons the applicable Loan Party to be reasonable at the time made, such Projections were furnished to the Joint Lead Arrangers; it being recognized by understood that the Lenders that all Forward-Looking Information Projections are as to future events and are not to be viewed as facts or a guarantee of performancefacts, the Projections are (i) subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries any Loan Party’s control, that no assurance can be given that any such Projections will be realized and that actual results during the period or periods covered by any such Forward-Looking Information Projections may differ significantly from the projected results and such differences may be materialmaterial and (ii) not a guarantee of performance. (c) As of the Closing Date, the information included in any Beneficial Ownership Certification (if any) with respect to the Loan Parties provided to any Lender is true and correct in all respects.

True and Complete Disclosure. (a) None of the written factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of Holdings, the Borrower, any of the other Restricted Subsidiaries or any of their respective authorized representatives to the Administrative Agent, the any Documentation Agent, Syndication Agent, any Joint Lead Arrangers Arranger and BookrunnersBookrunner, and/or any Lender on or before the Closing Restatement Effective Date (including all such written information and data contained in (i) the Confidential Information Memorandum Lender Presentation (as updated prior to the Closing Restatement Effective Date and including all information incorporated by reference therein) and (ii) the Credit Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein was, when furnished, incorrect in any material respect or contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was furnished (after giving effect to all supplements and updates), it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, estimates (including financial estimates, forecasts, and other forward-looking information) or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”)nature. (b) The Forwardprojections (including financial estimates, forecasts, and other forward-Looking Information looking information) contained in the Confidential Information Memorandum information and data referred to in paragraph (a) above were based on good faith estimates and assumptions believed by such Persons to be reasonable at the time made, it being recognized by the Lenders that all Forward-Looking Information such projections as to future events are not to be viewed as facts or a guarantee of performance, are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries and that actual results during the period or periods covered by any such Forward-Looking Information projections may differ from the projected results and such differences may be material. (c) As of the Restatement Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

True and Complete Disclosure. (a) None of the written All factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of the Borrower, any of the other Restricted Subsidiaries Borrower or any of their respective authorized representatives its Subsidiaries in writing to the Administrative Agent, the Joint Lead Arrangers and Bookrunners, and/or Agent or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein washerein, when furnishedother than the Financial Projections (as to which representations are made only as provided in section 7.8), incorrect is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of such person in writing to any Lender will be, true and accurate in all material respect respects on the date as of which such information is dated or contained any untrue statement of any material fact or omitted certified and not incomplete by omitting to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was furnished (after giving effect to all supplements and updates)provided, it except that any such future information consisting of financial projections prepared by management of the Borrower is only represented herein as being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, estimates (including financial estimates, forecasts, and other forward-looking information) or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”). (b) The Forward-Looking Information contained in the Confidential Information Memorandum were based on good faith estimates and assumptions believed by such Persons persons to be reasonable at the time made, it being recognized by the Lenders that all Forward-Looking Information such projections as to future events are not to be viewed as facts or a guarantee of performance, are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries and that actual results during the period or periods covered by any such Forward-Looking Information projections may differ materially from the projected results and such differences may results. As of the Effective Date, there is no fact known to the Borrower or any of its Subsidiaries which has, or would reasonably be materiallikely to have, a Material Adverse Effect which has not theretofore been disclosed in writing to the Lenders.

True and Complete Disclosure. (a) None of the written factual information and written data (taken as a whole) concerning the Borrower, the Restricted Subsidiaries and their respective businesses heretofore or contemporaneously furnished by or on behalf of the Borrower, Borrower or any of the other Restricted Subsidiaries or any of their respective authorized representatives representatives, to the Administrative Agent, the any Joint Lead Arrangers and BookrunnersArranger, any Joint Bookrunner, and/or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein was, when furnished, incorrect in any material respect or contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was furnished (after giving effect to all supplements and updatesupdates from time to time), it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, estimates (including financial estimates, forecasts, and other forward-looking information) or other forward looking information and or information of a general economic or general industry nature (collectively, “Forward-Looking Information”)nature. (b) The Forward-Looking Information projections (including financial estimates and forecasts) contained in the Confidential Information Memorandum information and data referred to in clause (a) above were based on good faith estimates and assumptions believed by such Persons the Borrower to be reasonable at the time made, it being recognized by the Lenders that all Forward-Looking Information such projections as to future events are not to be viewed as facts or a guarantee of performance, are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries Subsidiaries, and that actual results during the period or periods covered by any such Forward-Looking Information projections may differ from the projected results and such differences may be material.

True and Complete Disclosure. (a) None All written information (other than the Budget, estimates and information of a general economic nature or general industry nature) (the written factual “Information”) concerning the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby (as modified or supplemented by other information and written data (taken as a wholeso furnished) heretofore or contemporaneously furnished otherwise prepared by or on behalf of the Borrowerforegoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, any when taken as a whole, was true and correct in all material respects, as of the other Restricted Subsidiaries or any of their respective authorized representatives date such Information was furnished to the Administrative Agent, the Joint Lead Arrangers Lenders and Bookrunners, and/or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to of the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein wasdid not, when furnishedtaken as a whole, incorrect in any material respect or contained contain any untrue statement of any a material fact as of any such date or omitted omit to state any a material fact necessary in order to make such information and data (the statements contained therein, taken as a whole) , not materially misleading at such time in light of the circumstances under which such information or data was furnished statements were made. (after giving effect to all supplements b) Any financial statements that constitute Information were prepared in accordance with GAAP and updates), it being understood fairly present the financial condition of the Borrower and agreed that its Subsidiaries for the purposes of this Section 8.8(a), such factual information applicable time periods. (c) The Budget and data shall not include pro forma financial information, projections, estimates (including financial estimates, forecasts, and other forward-looking information) or other forward looking information and information of a general economic nature or general industry nature (collectively, “Forward-Looking Information”). (b) The Forward-Looking Information contained 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 Confidential Information Memorandum were based on Transactions or the other transactions contemplated hereby have been prepared in good faith estimates and based upon assumptions believed by such Persons the Borrower to be reasonable at as of the time made, date thereof (it being recognized by the Lenders that all Forward-Looking Information as to future events are not to be viewed as facts or a guarantee of performance, are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries and understood that actual results during may vary materially from the period or periods covered by Budget), as of the date such Budget and estimates were furnished to the Lenders and (with respect to any such Forward-Looking Information may differ from Budget provided prior to the projected results and such differences may be materialClosing Date) as of the Closing Date.

True and Complete Disclosure. (a) None of the written factual information The information, reports, financial statements, exhibits and written data (taken as a whole) heretofore or contemporaneously schedules furnished in writing by or on behalf of the Borrower, any of the other Restricted Subsidiaries or any of their respective authorized representatives Borrower to the Administrative Agent, the Joint Lead Arrangers and Bookrunners, and/or Agent or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Documents) for purposes of or in connection with the negotiation, preparation or delivery of this Agreement or any transaction contemplated included herein wasor delivered pursuant hereto, as of the date of delivery thereof and when furnishedtaken as a whole, incorrect in any material respect or contained do not contain any untrue statement of any a material fact or omitted or, when considered together with all reports theretofore filed with the SEC, omit to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time the statements herein or therein, in light of the circumstances under which such information or data was furnished (after giving effect they were made, not misleading; provided, however, that, with respect to all supplements and updates), it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma projected financial information, projections, estimates (including financial estimates, forecasts, forecasts and other forward-looking information) or other forward looking , the Borrower represents only that such information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”). (b) The Forward-Looking Information contained was prepared in the Confidential Information Memorandum were based on good faith based upon assumptions and estimates developed by management of the Borrower in good faith and assumptions believed by such Persons to be reasonable at the time made, (it being recognized by the Lenders understood that all Forward-Looking Information as to future events are such information is not to be viewed as facts or a guarantee of performance, are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries future performance and that actual results during the period or periods covered by any such Forward-Looking Information information may materially differ from the projected results therein). All written information furnished after the date hereof by the Borrower and its Subsidiaries to the Administrative Agent and the Lenders in connection with this Agreement and the transactions contemplated hereby will be true, complete and accurate in every material respect, or (in the case of forward-looking statements) based upon assumptions and estimates developed by management of the Borrower in good faith and believed to be reasonable at the time, on the date as of which such differences may information is stated or certified; provided that, in the case of projected financial information, forecasts and other forward-looking information, no assurance is given that any results forecasted in any such projections or forward-looking information will actually be materialachieved or that actual results during the period or periods covered by such information will not differ materially from the results set forth in such projections or forward-looking information.

True and Complete Disclosure. (a) None of the All written factual information and written data (taken as a whole) heretofore or contemporaneously furnished delivered by or on behalf of the Borrower, any of the other Restricted Subsidiaries Borrower or any of their respective authorized representatives its Subsidiaries to the Administrative AgentAgent and the Lenders (other than the Projections, the Joint Lead Arrangers and Bookrunners, and/or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein was, when furnished, incorrect in any material respect or contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was furnished (after giving effect to all supplements and updates), it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, estimates (including financial estimates, forecasts, forecasts and other forward-looking information) or other forward looking information and information of a general economic nature or general industry nature nature) (collectively, the “Forward-Looking Information”) concerning the Borrower, the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby 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 Transactions or the other transactions contemplated hereby and the negotiation of the Credit Documents (as modified or supplemented by other information so furnished), when taken as a whole, was true and correct in all material respects, as of the date when made and did not, taken as a whole, contain any untrue statement of a material fact as of the date when made 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. (b) The Forward-Looking Information contained Projections (i) have been prepared in the Confidential Information Memorandum were based on good faith estimates and based upon assumptions believed by such Persons the Borrower to be reasonable at as of the time made, date made (it being recognized by the Lenders understood that all Forward-Looking Information such Projections are as to future events and are not to be viewed as facts or a guarantee of performancefacts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries the Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such Forward-Looking Information projections may differ from the projected results and such differences may be material) and (ii) as of the Closing Date, have not been modified in any material respect by the Borrower. (c) As of the Closing Date, neither the Borrower nor any Restricted Subsidiary has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes or unusual forward or long-term commitments that, in each case, have not been disclosed in writing to the Administrative Agent. (d) As of the Closing Date, to the knowledge of the Borrower, the information included in the Beneficial Ownership Certification delivered, on or prior to the Closing Date, to any Lender in connection with this Agreement is true and correct in all respects.

True and Complete Disclosure. (a) None of the written factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of Holdings, the Borrower, any of the other Restricted Subsidiaries of the Borrower or any of their respective authorized representatives to the Administrative Agent, the any Joint Lead Arrangers and Bookrunners, Arranger and/or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Documents) regarding Holdings, the Borrower and its Restricted Subsidiaries in connection with the Transactions for purposes of or in connection with this Agreement or any transaction contemplated herein was, when furnished, incorrect in any material respect or contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was furnished (after giving effect to all supplements and updates)furnished, it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, projections or estimates (including financial estimates, forecasts, forecasts and other forward-looking information) or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”)nature. (b) The Forward-Looking Information contained in projections posted to the Confidential Information Memorandum were Lenders on November 2, 2017 are based on upon good faith estimates and assumptions believed by such Persons the Borrower to be reasonable at the time made, it being recognized by the Agents, Joint Lead Arrangers and the Lenders that all Forwardsuch projections, forward-Looking Information as to future events looking statements, estimates and pro forma financial information are not to be viewed as facts or a guarantee of performance, and are subject to significant uncertainties material contingencies and contingenciesassumptions, many of which are beyond the control of the Borrower and its Subsidiaries Credit Parties, and that actual results during the period or periods covered by any such Forwardprojections, forward-Looking Information looking statements, estimates and pro forma financial information may differ materially from the projected results and such differences may be materialresults.

True and Complete Disclosure. (a) None of the written factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of the Borrower, any of the other Restricted Subsidiaries or any of their respective authorized representatives to the Term Administrative Agent, the any Joint Lead Arrangers and BookrunnersArranger, and/or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein was, when furnished, incorrect in any material respect or contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was furnished (after giving effect to all supplements and updates), it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, estimates (including financial estimates, forecasts, and other forward-looking information) or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”)nature. (b) The Forwardprojections (including financial estimates, forecasts, and other forward-Looking Information looking information) contained in the Confidential Information Memorandum information and data referred to in paragraph (a) above were based on good faith estimates and assumptions believed by such Persons to be reasonable at the time made, it being recognized by the Lenders that all Forward-Looking Information such projections as to future events are not to be viewed as facts or a guarantee of performance, are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries and that actual results during the period or periods covered by any such Forward-Looking Information projections may differ from the projected results and such differences may be material.

True and Complete Disclosure. (a) None of the The written factual information and or written factual data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of Holdings, the Borrower, any of the other Restricted their respective Subsidiaries or any of their respective authorized representatives in writing to the Administrative Agent, the Joint Lead Arrangers and Bookrunners, and/or any Agent or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) in the Credit Documents) for purposes of of, or in connection with with, this Agreement or any transaction contemplated herein was, when furnished, incorrect in any material respect or contained does not contain any untrue statement of any material fact or omitted and does not omit to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time (after giving effect to all supplements so furnished from time to time) in light of the circumstances under which such information or data was furnished (after giving effect to all supplements and updates), furnished; it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, estimates projections (including financial estimates, forecasts, forecasts and other forward-looking information) ), pro forma financial information or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”)specific nature. (b) The Forward-Looking Information projections contained in the Confidential Information Memorandum information and data referred to in Section 8.8(a) were based on prepared in good faith estimates and based upon assumptions believed by such Persons Holdings and the Borrower to be reasonable at the time made, ; it being recognized by the Agents and the Lenders that all Forward-Looking Information such projections are as to future events and are not to be viewed as facts or a guarantee of performancefacts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of Holdings, the Borrower and its Subsidiaries the Restricted Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such Forward-Looking Information projections may differ from the projected results and such differences may be material. (c) As of the Closing Date, the information included in the Beneficial Ownership Certificate with respect to any Beneficial Owner (as defined in the Beneficial Ownership Regulation) of the Borrower, is true and correct in all material respects to the best of the Beneficial Owner’s knowledge.

True and Complete Disclosure. (a) None of the written factual information and or written factual data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of Holdings, the Borrower, any of the other Restricted their respective Subsidiaries or any of their respective authorized representatives in writing to the Administrative Agent, the Joint Lead Arrangers and Bookrunners, and/or any Agent or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) in the Credit Documents) for purposes of of, or in connection with with, this Agreement or any transaction contemplated herein was, when furnished, incorrect in any material respect or contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time (after giving effect to all supplements so furnished from time to time) in light of the circumstances under which such information or data was furnished (after giving effect to all supplements and updates), furnished; it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, estimates projections (including financial estimates, forecasts, forecasts and other forward-looking information) ), pro forma financial information or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”)specific nature. (b) The Forward-Looking Information projections contained in the Confidential Information Memorandum information and data referred to in Section 8.8(a) were based on prepared in good faith estimates and based upon assumptions believed by such Persons Holdings and the Borrower to be reasonable at the time made, ; it being recognized by the Agents and the Lenders that all Forward-Looking Information such projections are as to future events and are not to be viewed as facts or a guarantee of performancefacts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of Holdings, the Borrower and its Subsidiaries the Restricted Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such Forward-Looking Information projections may differ from the projected results and such differences may be material.

True and Complete Disclosure. (a) None of the written factual information and or written factual data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of Holdings, the Borrower, any of the other Restricted its respective Subsidiaries or any of their respective authorized representatives in writing to the Administrative Agent, the Joint Lead Arrangers and Bookrunners, and/or any Agent or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) in the Credit Documents) for purposes of of, or in connection with with, this Agreement or any transaction contemplated herein was, when furnished, incorrect in any material respect or contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time (after giving effect to all supplements so furnished from time to time) in light of the circumstances under which such information or data was furnished (after giving effect to all supplements and updates), furnished; it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, estimates projections (including financial estimates, forecasts, forecasts and other forward-looking information) ), pro forma financial information or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”)specific nature. (b) The Forward-Looking Information projections contained in the Confidential Information Memorandum information and data referred to in Section 8.8(a) were based on prepared in good faith estimates and based upon assumptions believed by such Persons Holdings and the Borrower to be reasonable at the time made, ; it being recognized by the Agents and the Lenders that all Forward-Looking Information such projections are as to future events and are not to be viewed as facts or a guarantee of performancefacts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of Holdings, the Borrower and its Subsidiaries the Restricted Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such Forward-Looking Information projections may differ from the projected results and such differences may be material.

True and Complete Disclosure. (a) None of the written factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of the Borrower, any of the other Restricted Subsidiaries Subsidiary or any of their respective authorized representatives to the Administrative Agent, the any Joint Lead Arrangers Arranger and Bookrunners, Bookrunner and/or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum Lender Presentation (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein was, when furnished, incorrect in any material respect or contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was furnished (after giving effect to all supplements and updates), it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, estimates (including financial estimates, forecasts, and other forward-looking information) or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”)nature. (b) The Forwardprojections (including financial estimates, forecasts, and other forward-Looking Information looking information) contained in the Confidential Information Memorandum information and data referred to in paragraph (a) above were based on good faith estimates and assumptions believed by such Persons to be reasonable at the time made, it being recognized by the Lenders that all Forward-Looking Information such projections as to future events are not to be viewed as facts or a guarantee of performance, are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries and that actual results during the period or periods covered by any such Forward-Looking Information projections may differ from the projected results and such differences may be material.

True and Complete Disclosure. (a) None of the The written factual information and or written factual data (taken as a wholewhole and giving effect to all public filings with the Securities and Exchange Commission made by the Borrower and/or any Parent Entity of the Borrower) heretofore or contemporaneously furnished by or on behalf of Holdings, the Borrower, any of the other Restricted its Subsidiaries or any of their respective authorized representatives in writing to the Administrative Agent, the Joint Lead Arrangers and Bookrunners, and/or any Agent or any Lender on or before the Closing Date (including all such written information and data contained in the Public Lender Presentation (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) in the Credit Documents) for purposes of of, or in connection with with, this Agreement or any transaction contemplated herein was, when furnished, incorrect in any material respect or contained hereby does not contain any untrue statement of any material fact or omitted and does not omit to state any material fact necessary to make such information and data (taken as a wholewhole and giving effect to all public filings with the Securities and Exchange Commission made by the Borrower and/or any Parent Entity of the Borrower) not materially misleading at such time (after giving effect to all supplements so furnished from time to time) in light of the circumstances under which such information or data was furnished (after giving effect to all supplements and updates), furnished; it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, estimates projections (including financial estimates, forecasts, forecasts and other forward-looking information) ), pro forma financial information or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”)specific nature. (b) The Forward-Looking Information projections contained in the Confidential Information Memorandum information and data referred to in Section 8.8(a) were based on prepared in good faith estimates and based upon assumptions believed by such Persons Holdings and the Borrower to be reasonable at the time made, ; it being recognized by the Agents and the Lenders that all Forward-Looking Information such projections are as to future events and are not to be viewed as facts or a guarantee of performancefacts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of Holdings, the Borrower and its Subsidiaries the Restricted Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such Forward-Looking Information projections may differ from the projected results and such differences may be material.

True and Complete Disclosure. (a) None of the written All factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of the Borrower, any of the other Restricted Subsidiaries or any of their respective authorized representatives to the Administrative Agent, the Joint Lead Arrangers and Bookrunners, and/or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein wasby or, when furnishedto Borrower's knowledge, incorrect on behalf of Borrower or any Subsidiary in writing to (i) the Administrative Agent or any Bank or (ii) any Person providing information to the Administrative Agent or any Bank on behalf of Borrower or any Subsidiary is, and all other such factual information (taken as a whole) hereafter furnished by or, to Borrower's knowledge, on behalf of Borrower or any Subsidiary in writing to (i) the Administrative Agent or any Bank or (ii) any Person providing information to the Administrative Agent or any Bank on behalf of Borrower or any Subsidiary will be, true and accurate in all material respect respects on the date as of which such information is dated or contained any untrue statement of any material fact or omitted certified and not incomplete by omitting to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was furnished (after giving effect to all supplements and updates), it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, estimates (including financial estimates, forecasts, and other forward-looking information) or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”). (b) provided. The Forward-Looking Information projections contained in the Confidential Information Memorandum were such materials are based on good faith supporting estimates and assumptions believed by such Persons in good faith to be reasonable at the time mademade as to the future financial performance of Borrower and the Subsidiaries for the period covered, it being recognized by the Lenders Administrative Agent and the Banks that all Forward-Looking Information such projections as to future events are not to be viewed as facts or a guarantee of performance, are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries and that actual results during the period or periods covered by any such Forward-Looking Information projections may differ from the projected results results. There is no fact known to Borrower or any Subsidiary which is reasonably likely to have a Material Adverse Effect which has not been disclosed herein or in such other documents, certificates and such differences may be materialstatements furnished to the Banks for use in connection with the transactions contemplated hereby.

True and Complete Disclosure. (a) None of the written factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of the Borrowerany Loan Party, any of the other their Restricted Subsidiaries or any of their respective authorized representatives in writing to the Administrative Agent, the Joint Lead Arrangers and Bookrunners, Agent and/or any Lender on or before the Closing Date (including all such written information and data contained in, or delivered in (i) connection with, the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Loan Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein was, when furnished, incorrect in any material respect or contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was furnished (after giving effect to all supplements and updates)furnished, it being understood and agreed that for the purposes of this Section 8.8(a9.1.8(a), such factual information and data shall not include projections and pro forma financial information, projections, projections or estimates (including financial estimates, forecasts, forecasts and other forward-looking information) or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”)nature. (b) The Forwardprojections (including pro forma financial estimates, forecasts and other forward-Looking Information looking information) contained in the Confidential Information Memorandum information and data referred to in paragraph (a) above were based on good faith estimates and assumptions believed by such Persons to be reasonable at the time made, it being recognized by the Lenders that all Forward-Looking Information such projections as to future events are not to be viewed as facts or a guarantee of performance, are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries and that actual results during the period or periods covered by any such Forward-Looking Information projections may materially differ from the projected results results. (c) As of the Closing Date, the information included in the Beneficial Ownership Certification with respect to such Loan Party, if applicable, is true and such differences may be materialcorrect in all respects.

True and Complete Disclosure. (a) None of the written factual information and written data (taken as a whole) concerning the Borrower, the Acquired Companies, their respective Restricted Subsidiaries and their respective businesses heretofore or contemporaneously furnished by or on behalf of the Borrower, the Acquired Companies or any of the other Restricted Subsidiaries or any of their respective authorized representatives representatives, to the Administrative Agent, the Joint Lead Arrangers and Bookrunners, and/or any Lender on or before the Closing Date (including all such written other than the financial projections relating to Holdings, the Borrower, the Acquired Companies and their respective subsidiaries, estimates, forecasts and budgets and other forward-looking information and data contained in (iinformation of a general economic or industry nature) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein was, when furnished, incorrect in any material respect or contained any untrue statement of any a material fact or omitted to state any a material fact necessary in order to make such information and data the statements contained therein (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was furnished (after giving effect statements are made, as supplemented and updated from time to all supplements and updates), time; it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial informationprojections relating to Holdings, projectionsthe Borrower, estimates (the Acquired Companies and their respective Subsidiaries, including financial estimates, forecasts, budgets and other forward-looking information) or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”)nature. (b) The Forward-Looking Information financial projections relating to Holdings, the Borrower, the Acquired Companies and their respective subsidiaries contained in the Confidential Information Memorandum Memorandum, including financial estimates, forecasts, budgets and other forward looking projections contained therein, were based on prepared in good faith estimates and based upon assumptions believed by such Persons the Borrower to be reasonable at the time made, of delivery thereof based on information provided by the Acquired Companies or their respective representatives; it being recognized by the Lenders understood that all Forward-Looking Information as to future events are not to be viewed as facts or a guarantee of performance, such financial projections described in this clause (b) (i) are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries and Borrower, 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 Forward-Looking Information may differ from the projected results and that such differences may be materialmaterial and (ii) are not a guarantee of performance.

True and Complete Disclosure. (a) None of the written All factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of the Borrower, any of Borrowers and the other Restricted Subsidiaries or Loan Parties in writing to any of their respective authorized representatives to Lender (including, without limitation, all information contained in the Administrative AgentM-T Acquisition Documents, the Joint Lead Arrangers Safeline Acquisition Documents, the Basic Documents and Bookrunners, and/or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit DocumentsMemorandum) for purposes of or in connection with this Agreement or any transaction contemplated herein is (or was, when furnishedon the date of making the Initial Loans), incorrect and all other such factual information (taken as a whole) furnished by or on behalf of the Borrowers in writing to any Lender after the Original Closing Date was and will be, true and accurate in all material respect respects on the date as of which such information is dated or contained any untrue statement of any material fact or omitted certified and not incomplete by omitting to state any material fact necessary to make such information and data (information, taken as a whole) , not materially misleading at such time in light of the circumstances under which such information or data was furnished (after giving effect to all supplements provided. The projections and updates), it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, estimates information contained in or to be contained in such materials (including financial estimatesthe pro forma balance sheet furnished pursuant to Section 5.1(l), forecasts, and other forward-looking information) or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”). (b) The Forward-Looking Information contained the projections included in the Confidential Information Memorandum were Memorandum, and the budgets to be furnished pursuant to Section 7.1(c)) are based on good faith estimates and assumptions believed by such Persons the Borrowers to be reasonable at the time made, it being recognized by the Lenders that all Forward-Looking Information such projections as to future events are not to be viewed as facts or a guarantee of performancefacts, are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries and that actual results during the period or periods covered by any such Forward-Looking Information projections may differ materially from the projected results and that the Borrowers make no representation or warranty that such differences may projections, pro forma results or budgets will be materialrealized. There is no fact known to either Borrower which materially and adversely affects the business, operations, property, assets, nature of assets, liabilities, condition (financial or otherwise) or prospects of US Borrower and the Subsidiaries, taken as a whole, which has not been disclosed herein or in such other documents, certificates and written statements furnished to the Lenders for use in connection with the transactions contemplated hereby.

True and Complete Disclosure. (a) None of the written factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of the Borrower, any of the other Restricted Subsidiaries or any of their respective authorized representatives to the Administrative Agent, the Joint Lead Arrangers and Bookrunners, and/or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein was, when furnished, incorrect in any material respect or contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was furnished (after giving effect to all supplements and updates), it being understood and agreed that for the purposes of this Section 8.8(a9.8(a), such factual information and data shall not include pro forma financial information, projections, estimates (including financial estimates, forecasts, and other forward-looking information) or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”). (b) The Forward-Looking Information contained in provided to the Confidential Information Memorandum were Administrative Agent, the Joint Lead Arrangers, Joint Bookrunners and/or any Lender on or prior to the Closing Date was based on good faith estimates and assumptions believed by such Persons to be reasonable at the time made, it being recognized by the Administrative Agent, the Joint Lead Arrangers, Joint Bookrunners and the Lenders that all Forward-Looking Information as to future events are not to be viewed as facts or a guarantee of performance, are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries and that actual results during the period or periods covered by any such Forward-Looking Information may differ from the projected results and such differences may be material.

True and Complete Disclosure. (a) None of the written factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of the Borrower, any of the other Restricted Subsidiaries or any of their respective authorized representatives to the Administrative Agent, the any Joint Lead Arrangers and BookrunnersArranger, any Joint Bookrunner and/or any Lender on or before the Closing Funding Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein was, when furnished, incorrect in any material respect or contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time (after giving effect to all supplements so furnished prior to such time, including all information set forth in the Form 10-12B of the Borrower as filed with the SEC from time to time) in light of the circumstances under which such information or data was furnished (after giving effect to all supplements and updates), furnished; it being understood and agreed that for the purposes of this Section 8.8(a9.8(a), such factual information and data shall not include pro forma financial information, projections, projections or estimates (including financial estimates, forecasts, forecasts and other forward-looking information) or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”)nature. (b) The Forwardprojections (including financial estimates, forecasts and other forward-Looking Information looking information) contained in the Confidential Information Memorandum information and data referred to in Section 9.8(a) were based on good faith estimates and assumptions believed by such Persons the Borrower to be reasonable at the time made, ; it being recognized by the Administrative Agent and the Lenders that all Forward-Looking Information such projections are as to future events and are not to be viewed as facts or a guarantee of performancefacts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries the Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such Forward-Looking Information projections may differ from the projected results and such differences may be material.

True and Complete Disclosure. (a) None As of the Closing Date, none of the written factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of the Borrower, any of the other Restricted Subsidiaries or any of their respective authorized representatives to the Administrative Agent, the any Joint Lead Arrangers and BookrunnersArranger, and/or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum Lender Presentation (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein washerein, when furnishedto the knowledge of the Borrower with respect to information regarding the Company, incorrect in any material respect or contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was furnished (after giving effect to all supplements and updates), it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, estimates (including financial estimates, forecasts, and other forward-looking information) or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”)nature. (b) The Forwardprojections (including financial estimates, forecasts, and other forward-Looking Information looking information) contained in the Confidential Information Memorandum information and data referred to in paragraph (a) above were based on good faith estimates and assumptions believed by such Persons to be reasonable at the time made, it being recognized by the Lenders that all Forward-Looking Information such projections as to future events are not to be viewed as facts or a guarantee of performance, are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries and that actual results during the period or periods covered by any such Forward-Looking Information projections may differ from the projected results and such differences may be material.

True and Complete Disclosure. (a) None of the written factual information The information, reports, certificates, documents, financial statements, operating statements, forecasts, books, records, files, exhibits and written data (taken as a whole) heretofore or contemporaneously schedules furnished by or on behalf of Seller to Buyer in connection with the BorrowerRepurchase Documents and the Transactions, any of the other Restricted Subsidiaries or any of their respective authorized representatives to the Administrative Agentwhen taken as a whole, the Joint Lead Arrangers and Bookrunners, and/or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior with respect to the Closing Date and including all information incorporated such items prepared by reference therein) and (ii) the Credit Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein wasSeller, when furnished, incorrect in any material respect or contained do not contain any untrue statement of any material fact or omitted omit to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time the statements herein or therein, in light of the circumstances under which such information they were made, not misleading in any material respect, or data was furnished (after giving effect with respect to all supplements and updates)forecasts prepared by Seller, it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, estimates (including financial estimates, forecasts, and other forward-looking information) or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”). (b) The Forward-Looking Information contained in the Confidential Information Memorandum were based on reasonable estimates prepared and presented in good faith estimates and assumptions believed faith, in each case, on the date as of which such information is stated or certified, (ii) with respect to such items prepared on behalf of Seller by such Persons third parties, to be reasonable at Seller’s Knowledge, do not contain any untrue statement of material fact or omit to state any material fact necessary to make the time statements herein or therein, in light of the circumstances under which they were made, it being recognized not misleading in any material respect, or with respect to forecasts prepared on behalf of Seller by third parties, to Seller’s Knowledge, were based on reasonable estimates prepared and presented in good faith, in each case, on the Lenders that all Forward-Looking Information date as to future events are not to be viewed as facts or a guarantee of performance, are subject to significant uncertainties and contingencies, many of which are beyond such information is stated or certified. All written information furnished after the control date hereof by or on behalf of Seller to Buyer in connection with the Borrower Repurchase Documents and its Subsidiaries the Transactions, to the extent prepared by Seller, will be, and that actual results during to the period extent prepared on behalf of Seller by a third party, will, to Seller’s Knowledge, be true, correct and complete in all material respects, or periods covered in the case of projections to the extent prepared by Seller, will be, and to the extent prepared on behalf of Seller by a third party, will be, to Seller’s Knowledge, based on reasonable estimates prepared and presented in good faith, in each case, on the date as of which such information is stated or certified. This Section 7.06 shall exclude any such Forward-Looking Information may differ from the projected results and such differences may be materialinformation, document, agreement, report or notice prepared or delivered by or on behalf of an Underlying Obligor.

True and Complete Disclosure. (a) None of the written factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of the Borrower, any of the other Restricted Subsidiaries or any of their respective authorized representatives to the Administrative Agent, the any Joint Lead Arrangers and BookrunnersArranger, and/or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein was, when furnished, incorrect in any material respect or contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was furnished (after giving effect to all supplements and updates), it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, estimates (including financial estimates, forecasts, and other forward-looking information) or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”)nature. (b) The Forwardprojections (including financial estimates, forecasts, and other forward-Looking Information looking information) contained in the Confidential Information Memorandum information and data referred to in paragraph (a) above were based on good faith estimates and assumptions believed by such Persons to be reasonable at the time made, it being recognized by the Lenders that all Forward-Looking Information such projections as to future events are not to be viewed as facts or a guarantee of performance, are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries and that actual results during the period or periods covered by any such Forward-Looking Information projections may differ from the projected results and such differences may be material.

True and Complete Disclosure. (a) None of the written factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of the Borrower, any of the other Restricted Subsidiaries or any of their respective authorized representatives to the Administrative Agent, the any Joint Lead Arrangers and BookrunnersArranger, and/or any Lender on or before the Closing Restatement Effective Date (including all such written information and data contained in (i) the Confidential Information Memorandum Lender Presentation (as updated prior to the Closing Restatement Effective Date and including all information incorporated by reference therein) and (ii) the Credit Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein was, when furnished, incorrect in any material respect or contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was furnished (after giving effect to all supplements and updates), it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, estimates (including financial estimates, forecasts, and other forward-looking statements or information) or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”)nature. (b) The Forwardprojections (including financial estimates, forecasts, and other forward-Looking Information looking information) contained in the Confidential Information Memorandum information and data referred to in paragraph (a) above were based on good faith estimates and assumptions believed by such Persons to be reasonable at the time made, it being recognized by the Lenders that all Forward-Looking Information such projections as to future events are not to be viewed as facts or a guarantee of performance, are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries and that actual results during the period or periods covered by any such Forward-Looking Information projections may differ from the projected results and such differences may be material.

True and Complete Disclosure. (a) None of the written All factual information and written data (information, taken individually or as a whole) heretofore or contemporaneously , furnished by or on behalf of the Parent or Borrower, any of the other Restricted Subsidiaries or any of their respective authorized representatives in writing to the Administrative Agent, the Joint Lead Arrangers and Bookrunners, and/or Agent or any Lender on or before the Closing Date (including including, without limitation, all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date Documents and including all information incorporated by reference therein) and (ii) the Credit Documentsany financial statement) for purposes of or in connection with this Agreement Agreement, the other Credit Documents or any transaction contemplated herein wasor therein is, when furnishedand all other such factual information, incorrect taken individually or as a whole, hereafter furnished by or on behalf of the Parent or Borrower, in writing to the Administrative Agent or any Lender will be, true and accurate in all material respect or contained respects and does not contain any untrue statement of any a material fact or omitted omit to state any a material fact necessary to make such information and data (taken as a whole) not materially misleading at such time the statements contained therein, in light of the circumstances under which when made, not misleading. All projections that are part of such information or data was furnished (after giving effect to all supplements and updates), it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, estimates (including financial estimates, forecasts, and other forward-looking informationthose set forth in any projections delivered subsequent to the Closing Date) or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”). (b) The Forward-Looking Information contained in the Confidential Information Memorandum were are based on upon good faith estimates and stated assumptions believed by such Persons to be reasonable at and fair as of the time madedate made in light of conditions and facts then known and, as of such date, reflect good faith, reasonable and fair estimates of the information projected for the periods set forth therein; it being is recognized by each Lender and the Lenders Administrative Agent that all Forward-Looking Information as to future events such projections and determinations provided by the Parent or Borrower, although reflecting the Parent’s or Borrower’s good faith projections and determinations, are not to be viewed as facts or a guarantee of performance, are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries and that actual results during the period or periods covered by any such Forward-Looking Information determination may differ from the projected results results. (b) The Parent has provided to each Lender a true and correct copy of each agreement, document or other instrument or information (including a true, correct and complete description of any event, circumstance or arrangement) that would be required by Item 601 of Reg. S-K to be included as an exhibit to the Parent’s Annual Report on Form 10-K for the year ended December 31, 2010 or that would be required to be filed by the Parent on Form 8-K, in each case except as included in the Filed SEC Documents (with respect to any such differences may matters arising prior to the date of this Agreement) or in the SEC Documents filed after the date hereof and no later than five (5) Business Days prior to the Closing (with respect to any such matters arising after the date of this Agreement), in each case including any and all amendments, supplements and modifications thereto, regardless of whether any such amendments, supplements or modifications would be materialrequired to be filed in any SEC Document.

True and Complete Disclosure. (a) None of the written factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of the Borrower, any of the other Restricted Subsidiaries or any of their respective authorized representatives to the Administrative Agent, the Joint any Lead Arrangers and BookrunnersArranger, Bookrunner and/or any Lender on or before the Closing Effective Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein was, when furnished, incorrect in any material respect or contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time (after giving effect to all supplements so furnished prior to such time of the Borrower as filed with the SEC from time to time) in light of the circumstances under which such information or data was furnished (after giving effect to all supplements and updates), furnished; it being understood and agreed that for the purposes of this Section 8.8(a9.8(a), such factual information and data shall not include pro forma financial information, projections, projections or estimates (including financial estimates, forecasts, forecasts and other forward-looking information) or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”)nature. (b) The Forwardprojections (including financial estimates, forecasts and other forward-Looking Information looking information) contained in the Confidential Information Memorandum information and data referred to in Section 9.8(a) were based on good faith estimates and assumptions believed by such Persons the Borrower to be reasonable at the time made, ; it being recognized by the Administrative Agent and the Lenders that all Forward-Looking Information such projections are as to future events and are not to be viewed as facts or a guarantee of performancefacts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries the Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such Forward-Looking Information projections may differ from the projected results and such differences may be material.

True and Complete Disclosure. The information (a) None other than projections), reports, financial statements, exhibits and schedules furnished in writing by or on behalf of the written factual information Obligors to the Agent or any Lender in connection with the negotiation, preparation or delivery of this Agreement and written data (the other Basic Documents or included herein or therein or delivered pursuant hereto or thereto, when taken as a whole) heretofore whole do not contain any untrue statement of material fact or contemporaneously omit to state any material fact necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading. All projections furnished by or on behalf of the Borrower, any of Obligors in writing to the other Restricted Subsidiaries Agent or any of their respective authorized representatives to the Administrative Agent, the Joint Lead Arrangers and Bookrunners, and/or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Documents) for purposes of or in connection with this Agreement or the transactions contemplated hereby were prepared by the Company in good faith based on assumptions determined to be reasonable by the Company under the then existing facts and circumstances. All written information furnished after the date hereof by any transaction Obligor to the Agent and the Lenders in connection with this Agreement and the other Basic Documents and the transactions contemplated herein washereby and thereby will be true, when furnishedcomplete and accurate in every material respect, incorrect or (in any material respect or contained any untrue statement the case of any material fact or omitted to state any material fact necessary to make such information projections) based on reasonable assumptions, on the date, and data (taken under the facts and circumstances, as a whole) not materially misleading at such time in light of the circumstances under which such information is stated or data was furnished (after giving effect certified. There is no fact actually known to all supplements and updates)any Obligor that could have a Material Adverse Effect that has not been disclosed herein, it being understood and agreed that for in the purposes of this Section 8.8(a)other Basic Documents or in a report, such factual information and data shall not include pro forma financial informationstatement, projectionsexhibit, estimates (including financial estimatesschedule, forecasts, and other forward-looking information) disclosure letter or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”). (b) The Forward-Looking Information contained in the Confidential Information Memorandum were based on good faith estimates and assumptions believed by such Persons writing furnished to be reasonable at the time made, it being recognized by the Lenders that all Forward-Looking Information as to future events are not to be viewed as facts for use in connection with the transactions contemplated hereby or a guarantee of performance, are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries and that actual results during the period or periods covered by any such Forward-Looking Information may differ from the projected results and such differences may be materialthereby.

True and Complete Disclosure. (a) None of the written All factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of the Borrower, any of Borrowers and the other Restricted Subsidiaries or Loan Parties in writing to any of their respective authorized representatives to Lender (including, without limitation, all information contained in the Administrative AgentM-T Acquisition Documents, the Joint Lead Arrangers Basic Documents and Bookrunners, and/or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit DocumentsMemorandum) for purposes of or in connection with this Agreement or any transaction contemplated herein is (or was, when furnishedon the date of making the Initial Loans), incorrect and all other such factual information (taken as a whole) hereafter furnished by or on behalf of the Borrowers in writing to any Lender will be, true and accurate in all material respect respects on the date as of which such information is dated or contained any untrue statement of any material fact or omitted certified and not incomplete by omitting to state any material fact necessary to make such information and data (information, taken as a whole) , not materially misleading at such time in light of the circumstances under which such information or data was furnished (after giving effect to all supplements provided. The projections and updates), it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, estimates information contained in or to be contained in such materials (including financial estimatesthe pro forma balance sheet furnished pursuant to Section 5.1(l), forecasts, and other forward-looking information) or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”). (b) The Forward-Looking Information contained the projections included in the Confidential Information Memorandum were Memorandum, and the budgets to be furnished pursuant to Section 7.1(d)) are based on good faith estimates and assumptions believed by such Persons the Borrowers to be reasonable at the time made, it being recognized by the Lenders that all Forward-Looking Information such projections as to future events are not to be viewed as facts or a guarantee of performancefacts, are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries and that actual results during the period or periods covered by any such Forward-Looking Information projections may differ materially from the projected results and that the Borrowers make no representation or warranty that such differences may projections, pro forma results or budgets will be materialrealized. There is no fact known to either Borrower which materially and adversely affects the business, operations, property, assets, nature of assets, liabilities, condition (financial or otherwise) or prospects of US Borrower and the Subsidiaries, taken as a whole, which has not been disclosed herein or in such other documents, certificates and written statements furnished to the Lenders for use in connection with the transactions contemplated hereby.

True and Complete Disclosure. (a) None All written information (other than projections, estimates and information of a general economic nature or general industry nature) (the written factual information “Information”) concerning the Borrower or its Restricted Subsidiaries, the Transactions and written data (taken as a whole) heretofore or contemporaneously furnished any other transactions contemplated hereby prepared by or on behalf of the Borrowerforegoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, any when taken as a whole, was true and correct in all material respects, as of the other Restricted Subsidiaries or any of their respective authorized representatives date such Information was furnished to the Administrative Agent, Lenders and as of the Joint Lead Arrangers and Bookrunners, and/or any Lender on or before the Closing Funding Date (including all such written information and data contained in (i) the Confidential with respect to Information Memorandum (as updated provided prior to the Closing Date and including all information incorporated by reference thereinFunding Date) and (ii) the Credit Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein wasdid not, when furnishedtaken as a whole, incorrect in any material respect or contained contain any untrue statement of any a material fact as of any such date or omitted omit to state any a material fact necessary in order to make such information and data (the statements contained therein, taken as a whole) , not materially misleading at such time in light of the circumstances under which such information or data was furnished statements were made. (after giving effect to all supplements and updates), it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, b) The projections, estimates (including financial estimates, forecasts, and other forward-looking information) or other forward looking information and information of a general economic nature or general industry nature (collectively, “Forward-Looking Information”). (b) The Forward-Looking Information contained prepared by or on behalf of the Borrower or any of its representatives that have been made available to any Lenders or the Administrative Agent in connection with the Confidential Information Memorandum were based on Transactions or the other transactions contemplated hereby have been prepared in good faith estimates and based upon assumptions believed by such Persons the Borrower to be reasonable at as of the time made, date thereof (it being recognized by the Lenders that all Forward-Looking Information as to future events are not to be viewed as facts or a guarantee of performance, are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries and understood that actual results during the period or periods covered by may vary materially from any such Forward-Looking Information may differ from projections), as of the projected results date such projections and such differences may be materialestimates were furnished to the Lenders (with respect to any projections, estimates or information of a general economic nature or general industry nature provided prior to the Funding Date) and as of the Funding Date.

True and Complete Disclosure. (a) None of the written factual information and or written factual data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of Holdings, the Borrower, any of the other Restricted their respective Subsidiaries or any of their respective authorized representatives in writing to the Administrative Agent, the Joint Lead Arrangers and Bookrunners, and/or any Agent or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) in the Credit Documents) for purposes of of, or in connection with with, this Agreement or any transaction contemplated herein was, when furnished, incorrect in any material respect or contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time (after giving effect to all supplements so furnished from time to time) in light of the circumstances under which such information or data was furnished (after giving effect to all supplements and updates), furnished; it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, estimates projections (including financial estimates, forecasts, forecasts and other forward-forward- looking information) ), pro forma financial information or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”)specific nature. (b) The Forward-Looking Information projections contained in the Confidential Information Memorandum information and data referred to in Section 8.8(a) were based on prepared in good faith estimates and based upon assumptions believed by such Persons Holdings and the Borrower to be reasonable at the time made, ; it being recognized by the Agents and the Lenders that all Forward-Looking Information such projections are as to future events and are not to be viewed as facts or a guarantee of performancefacts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of Holdings, the Borrower and its Subsidiaries the Restricted Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such Forward-Looking Information projections may differ from the projected results and such differences may be material.

True and Complete Disclosure. (a) None As of the Closing Date, none of the written factual information and written data (taken as a whole) concerning Holdings, the Borrower and the Restricted Subsidiaries and their respective businesses heretofore or contemporaneously furnished by or on behalf of Holdings, the Borrower, Borrower or any of the other Restricted Subsidiaries or any of their respective authorized representatives representatives, to the Administrative Agent, the Joint Lead Arrangers and BookrunnersArrangers, and/or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein was, when furnished, incorrect in any material respect or contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was furnished (after giving effect to all supplements and updatesupdates from time to time), it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, estimates (including financial estimates, forecasts, and other forward-looking information) or other forward looking information and (collectively, the “Forward-Looking Information”) or information of a general economic or general industry nature (collectively, “Forward-Looking Information”)nature. (b) The Forward-Looking Information contained in the Confidential Information Memorandum were based on Private Supplement dated November 2023 was prepared in good faith estimates and based upon assumptions believed by such Persons to be reasonable at the time madeof delivery thereof, it being recognized by the Lenders that all Forward-Looking Information as to future events are not to be viewed as facts or a guarantee of performance, are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries Subsidiaries, that no assurance can be given that any particular Forward-Looking Information will be realized and that actual results during the period or periods covered by any such Forward-Looking Information may differ from the projected results and such differences may be material.

True and Complete Disclosure. (a) None of the written All factual information (excluding projections and written data (taken estimates and any factual information set forth in the Financial Information as a wholeto which Section 4.05 shall apply) heretofore or contemporaneously furnished by or on behalf of the Borrower, any of the other Restricted Subsidiaries Loan Party in writing to any Lender or any of their respective authorized representatives to the Administrative Agent, the Joint Lead Arrangers and Bookrunners, and/or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Documents) Agent for purposes of or in connection with this Agreement Agreement, any other Loan Document or any transaction contemplated herein washereby or thereby is, when furnishedand all other such factual information hereafter furnished by or on behalf of any Loan Party in writing to the Administrative Agent or any of the Lenders shall be, incorrect true and accurate in any all material respect respects on the date as of which such information is dated or contained certified and does not contain any untrue statement of any a material fact or omitted omit to state any material fact necessary to make such information and data (taken as a whole) the statements contained therein not materially misleading at such time time. All projections and estimates furnished by the Borrower were prepared in light good faith on the basis of the circumstances under which such information or data was furnished (after giving effect to all supplements and updates)assumptions, it being understood and agreed that for the purposes of this Section 8.8(a)data, such factual information and data shall not include pro forma financial information, projectionstests, estimates (including financial estimates, forecasts, and other forward-looking information) or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”). (b) The Forward-Looking Information contained in the Confidential Information Memorandum were based on good faith estimates and assumptions conditions believed by such Persons to be reasonable at the time made, such projections and estimates were furnished (it being recognized by the Lenders that all Forward(a) such projections and other forward-Looking Information as to future events looking information are not to be viewed as facts or a guarantee of performance, are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries and that actual results during the period or periods covered by any such Forwardprojections or forward-Looking Information looking information may differ from the projected results and such differences may be material, (b) there are industry-wide risks normally associated with the types of business conducted by the Borrower and its Subsidiaries, and (c) projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Engineering Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and its Subsidiaries do not warrant that such opinions, estimates or projections will ultimately prove to have been accurate).

True and Complete Disclosure. (a) None of the written factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of the Borrower, any of the other Restricted Subsidiaries or any of their respective authorized representatives to the Administrative Agent, the any Joint Lead Arrangers and BookrunnersArranger, and/or any Lender on or before the Closing Restatement Effective Date (including all such written information and data contained in (i) the Confidential Information Memorandum Lender Presentation (as updated prior to the Closing Restatement Effective Date and including all information incorporated by reference therein) and (ii) the Credit Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein was, when furnished, incorrect in any material respect or contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was furnished (after giving effect to all supplements and updates), it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, estimates (including financial estimates, forecasts, and other forward-looking statements or information) or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”)nature. (b) The Forwardprojections (including financial estimates, forecasts, and other forward-Looking Information looking information) contained in the Confidential Information Memorandum information and data referred to in paragraph (a) above were based on good faith estimates and assumptions believed by such Persons to be reasonable at the time made, it being recognized by the Lenders that all Forward-Looking Information such projections as to future events are not to be viewed as facts or a guarantee of performance, are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries and that actual results during the period or periods covered by any such Forward-Looking Information projections may differ from the projected results and such differences may be material. (c) To the knowledge of the Borrower, the information included in the Beneficial Ownership Certification is accurate in all material respects as of the Restatement Effective Date.

True and Complete Disclosure. (a) None of the written factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of Holdings, the BorrowerBorrowers, any of the other Restricted Subsidiaries or any of their respective authorized representatives to the Administrative Agent, any of the Joint Lead Arrangers and Bookrunners, and/or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein was, when furnished, incorrect in any material respect or contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was furnished (after giving effect to all supplements and updates), it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, estimates (including financial estimates, forecasts, and other forward-looking information) or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”)nature. (b) The Forwardprojections (including financial estimates, forecasts, and other forward-Looking Information looking information) contained in the Confidential Information Memorandum information and data referred to in paragraph (a) above were based on good faith estimates and assumptions believed by such Persons to be reasonable at the time made, it being recognized by the Lenders that all Forward-Looking Information such projections as to future events are not to be viewed as facts or a guarantee of performance, are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries and that actual results during the period or periods covered by any such Forward-Looking Information projections may differ from the projected results and such differences may be material.

True and Complete Disclosure. (a) None of the The written factual information and or written factual data (taken as a wholewhole and giving effect to all public filings with the Securities and Exchange Commission made by the Borrower and/or any Parent Entity of the Borrower) heretofore or contemporaneously furnished by or on behalf of the Borrower, any of the other Restricted its Subsidiaries or any of their respective authorized representatives in writing to the Administrative Agent, the Joint Lead Arrangers and Bookrunners, and/or any Agent or any Lender on or before the Closing Date (including all such written information and data contained in the Public Lender Presentation (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) in the Credit Documents) for purposes of of, or in connection with with, this Agreement or any transaction contemplated herein was, when furnished, incorrect in any material respect or contained hereby does not contain any untrue statement of any material fact or omitted and does not omit to state any material fact necessary to make such information and data (taken as a wholewhole and giving effect to all public filings with the Securities and Exchange Commission made by the Borrower and/or any Parent Entity of the Borrower) not materially misleading at such time (after giving effect to all supplements so furnished from time to time) in light of the circumstances under which such information or data was furnished (after giving effect to all supplements and updates), furnished; it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, estimates projections (including financial estimates, forecasts, forecasts and other forward-looking information) ), pro forma financial information or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”)specific nature. (b) The Forward-Looking Information projections contained in the Confidential Information Memorandum information and data referred to in Section 8.8(a) were based on prepared in good faith estimates and based upon assumptions believed by such Persons the Borrower to be reasonable at the time made, ; it being recognized by the Agents and the Lenders that all Forward-Looking Information such projections are as to future events and are not to be viewed as facts or a guarantee of performancefacts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries the Restricted Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such Forward-Looking Information projections may differ from the projected results and such differences may be material.

True and Complete Disclosure. (a) None of the written factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of the Borrower, any of the other Restricted Subsidiaries or any of their respective authorized representatives to the Administrative Agent, the any Joint Lead Arrangers Arranger and Bookrunners, Bookrunner and/or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein was, when furnished, incorrect in any material respect or contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was furnished (after giving effect to all supplements and updates), it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, estimates (including financial estimates, forecasts, and other forward-looking forward‑looking information) or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”)nature. (b) The Forward-Looking Information projections (including financial estimates, forecasts, and other forward‑looking information) contained in the Confidential Information Memorandum information and data referred to in paragraph (a) above were based on good faith estimates and assumptions believed by such Persons to be reasonable at the time made, it being recognized by the Lenders that all Forward-Looking Information such projections as to future events are not to be viewed as facts or a guarantee of performance, are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries and that actual results during the period or periods covered by any such Forward-Looking Information projections may differ from the projected results and such differences may be material.

True and Complete Disclosure. (a) None of the written factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of the Borrower, CGI Borrower or any of the other its Restricted Subsidiaries or any of their respective authorized representatives to the Administrative Agent, the any Joint Lead Arrangers Arranger and BookrunnersBookrunner, and/or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date Date) concerning Holdings, the Borrowers and including all information incorporated by reference therein) and (ii) the Credit Documents) their respective Subsidiaries for purposes of or in connection with this Agreement or any transaction contemplated herein was, when furnished, incorrect in any material respect or contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was furnished (after giving effect to all supplements and updates), it being understood and agreed that for the purposes of this Section 8.8(a9.8(a), such factual information and data shall not include pro forma financial information, projections, estimates (including financial estimates, forecasts, and other forward-looking information) or other forward looking information and or information of a general economic or general industry nature (collectively, “Forward-Looking Information”)nature. (b) The Forward-Looking Information projections (including financial estimates and forecasts) contained in the Confidential Information Memorandum information and data referred to in paragraph (a) above were based on good faith estimates and assumptions believed by such Persons the Borrowers to be reasonable at the time made, it being recognized by the Lenders that all Forward-Looking Information such projections as to future events are not to be viewed as facts or a guarantee of performance, are subject to significant uncertainties and contingencies, many of which are beyond the control of the CGI Borrower and its Subsidiaries and that actual results during the period or periods covered by any such Forward-Looking Information projections may differ from the projected results and such differences may be material.

True and Complete Disclosure. (a) None of the written All factual information (excluding estimates, projections, other projected financial information, forward looking statements and written data (taken as information of a wholegeneral economic or industry nature) heretofore or contemporaneously furnished by or on behalf of the Borrower, any of the other Holdings and its Restricted Subsidiaries in writing to any Lender or any of their respective authorized representatives to the Administrative Agent, the Joint Lead Arrangers and Bookrunners, and/or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Documents) Agent for purposes of or in connection with this Agreement Agreement, any other Loan Document or any transaction contemplated herein washereby or thereby is, and all other such factual information (excluding estimates, projections, other projected financial information, forward looking statements and information of a general economic or industry nature) hereafter furnished by or on behalf of Holdings and its Restricted Subsidiaries in writing to the Administrative Agent or any of the Lenders was or shall be, when taken as a whole and as modified or supplemented by other information so furnished, incorrect true and accurate in any all material respect respects on the date as of which such information was or contained is dated or certified and did not or does not contain, when taken as a whole, any untrue statement of any a material fact or omitted omit, when taken as a whole, to state any material fact necessary to make such information and data (taken as a whole) the statements contained therein not materially misleading in any material respect at such time in light of the circumstances under which such information or data was furnished (after giving effect to all supplements time. All projections, estimates, and updates), it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, estimates (including financial estimates, forecasts, and other forward-looking information) or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”). (b) The Forward-Looking Information contained furnished by any Loan Party were prepared in the Confidential Information Memorandum were based on good faith estimates and on the basis of the assumptions believed by such Persons in good faith to be reasonable at the time made, which assumptions are believed to be reasonable in light of then existing conditions except that such financial projections and statements shall be subject to normal year end closing and audit adjustments (it being recognized by the Lenders that all Forward-Looking Information as to future events projections are not to be viewed as facts or a guarantee of future performance, are subject to significant uncertainties and contingencies, many of which are beyond the Loan Parties’ control of the Borrower and its Subsidiaries and that the actual results during the period or periods covered by any such Forward-Looking Information projections may differ vary from the projected results such projections and such differences variations may be material).

True and Complete Disclosure. (a) None of the written factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of Holdings, the Borrower, any of the other Restricted Subsidiaries or any of their respective authorized representatives to the Administrative Agent, the any Joint Lead Arrangers Arranger and Bookrunners, Bookrunner and/or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein was, when furnished, incorrect in any material respect or contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was furnished (after giving effect to all supplements and updates), it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, estimates (including financial estimates, forecasts, and other forward-looking information) or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”)nature. (b) The Forwardprojections (including financial estimates, forecasts, and other forward-Looking Information looking information) contained in the Confidential Information Memorandum information and data referred to in paragraph (a) above were based on good faith estimates and assumptions believed by such Persons to be reasonable at the time made, it being recognized by the Lenders that all Forward-Looking Information such projections as to future events are not to be viewed as facts or a guarantee of performance, are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries and that actual results during the period or periods covered by any such Forward-Looking Information projections may differ from the projected results and such differences may be material.

True and Complete Disclosure. (a) None of the written factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of Holdings, the Borrower, any of the other Restricted Subsidiaries or any of their respective authorized representatives to the Administrative Agent, the any Joint Lead Arrangers and BookrunnersArranger, and/or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein was, when furnished, incorrect in any material respect or contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was furnished (after giving effect to all supplements and updates), it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma proforma financial information, projections, estimates (including financial estimates, forecasts, and other forward-looking information) or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”)nature. (b) The Forwardprojections (including financial estimates, forecasts, and other forward-Looking Information looking information) contained in the Confidential Information Memorandum information and data referred to in paragraph (a) above were based on good faith estimates and assumptions believed by such Persons to be reasonable at the time made, it being recognized by the Lenders that all Forward-Looking Information such projections as to future events are not to be viewed as facts or a guarantee of performance, are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries and that actual results during the period or periods covered by any such Forward-Looking Information projections may differ from the projected results and such differences may be material.

True and Complete Disclosure. (a) None of the written factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of the Borrower, any of the other Restricted Subsidiaries or any of their respective authorized representatives to the Administrative Agent, the any Joint Lead Arrangers and Bookrunners, Joint Bookrunners and/or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Documents) concerning the Borrower or its Restricted Subsidiaries (provided that, with respect to the Company and its Subsidiaries, such representation and warranty is limited to the knowledge of the Borrower) for purposes of or in connection with this Agreement or any transaction contemplated herein was, when furnished, incorrect in any material respect or contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was furnished (after giving effect to all supplements and updates), it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include (x) pro forma financial information, projections, estimates (including financial estimates, forecasts, and other forward-looking forward‑looking information) or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”), (y) information of a general economic or general industry nature or (z) any information contained in any third-party memoranda and reports. (b) The Forward-Looking Information contained in the Confidential Information Memorandum were was prepared in good faith based on good faith estimates and assumptions believed by such Persons to be reasonable at the time madeprepared, it being recognized by the Lenders that all Forward-Looking Information as to future events are is not to be viewed as facts or a guarantee of performance, performance and are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries and that no assurance can be given that any particular projections will be realized, and actual results during the period or periods covered by any such Forward-Looking Information may differ from the projected results and such differences may be material. (c) As of the Closing Date, to the best knowledge of the Borrower, the information included in the Beneficial Ownership Certification provided on or prior to the Closing Date to the Administrative Agent for distribution to any Lender is true and correct in all respects.

True and Complete Disclosure. (a) None of the written All factual information (excluding projections and written data (taken estimates and any factual information set forth in the Financial Information as a wholeto which Section 4.05 shall apply) heretofore or contemporaneously furnished by or on behalf of the Borrower, any of the other Restricted Subsidiaries Loan Party in writing to any Lender or any of their respective authorized representatives to the Administrative Agent, the Joint Lead Arrangers and Bookrunners, and/or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Documents) Agent for purposes of or in connection with this Agreement Agreement, any other Loan Document or any transaction contemplated herein washereby or thereby is, when furnishedand all other such factual information hereafter furnished by or on behalf of any Loan Party in writing to the Administrative Agent or any of the Lenders shall be, incorrect true and accurate in any all material respect respects on the date as of which such information is dated or contained certified and does not contain any untrue statement of any a material fact or omitted omit to state any material fact necessary to make such information and data (taken as a whole) the statements contained therein not materially misleading at such time time. All projections and estimates furnished by the Borrower were prepared in light good faith on the basis of the circumstances under which such information or data was furnished (after giving effect to all supplements and updates)assumptions, it being understood and agreed that for the purposes of this Section 8.8(a)data, such factual information and data shall not include pro forma financial information, projectionstests, estimates (including financial estimates, forecasts, and other forward-looking information) or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”). (b) The Forward-Looking Information contained in the Confidential Information Memorandum were based on good faith estimates and assumptions conditions believed by such Persons to be reasonable at the time made, such projections and estimates were furnished (it being recognized by the Lenders that all Forward(a) such projections and other forward-Looking Information as to future events looking information are not to be viewed as facts or a guarantee of performance, are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries and that actual results during the period or periods covered by any such Forwardprojections or forward-Looking Information looking information may differ from the projected results and such differences may be material, (b) there are industry-wide risks normally associated with the types of business conducted by the Borrower, its Subsidiaries and the Joint Venture, and (c) projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Engineering Report are necessarily based upon professional opinions, estimates and projections and that the Borrower, its Subsidiaries, and the Joint Venture do not warrant that such opinions, estimates or projections will ultimately prove to have been accurate).

True and Complete Disclosure. (a) None All written information (other than projections, estimates, geological or geographical data, written engineering projections and information of a general economic nature or general industry nature) (the written factual information “Information”) concerning the Borrower, the Subsidiaries, the Transactions and written data (taken as a whole) heretofore or contemporaneously furnished any other transactions contemplated hereby prepared by or on behalf of the Borrowerforegoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, any when taken as a whole, was true and correct in all material respects, as of the other Restricted Subsidiaries or any of their respective authorized representatives date such Information was furnished to the Administrative Agent, the Joint Lead Arrangers Lenders and Bookrunners, and/or any Lender on or before as of the Closing Date (including all such written information and data contained in (i) the Confidential with respect to Information Memorandum (as updated provided prior to the Closing Date and including all information incorporated by reference thereinDate) and (ii) the Credit Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein wasdid not, when furnishedtaken as a whole, incorrect in any material respect or contained contain any untrue statement of any a material fact as of any such date or omitted omit to state any a material fact necessary in order to make such information and data (the statements contained therein, taken as a whole) , not materially misleading at such time in light of the circumstances under which such information or data was furnished statements were made. (after giving effect to all supplements b) The Budget and updates), it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, estimates (including financial estimates, forecastsgeological or geographical data, and other forward-looking information) or other forward looking information written engineering projections and information of a general economic nature or general industry nature (collectively, “Forward-Looking Information”). (b) The Forward-Looking Information contained prepared by or on behalf of the Borrower or any of its representatives that have been made available to any Lenders or the Administrative Agent in connection with the Confidential Information Memorandum were based on Transactions or the other transactions contemplated hereby have been prepared in good faith estimates and based upon assumptions believed by such Persons the Borrower to be reasonable at as of the time made, date thereof (it being recognized by the Lenders that all Forward-Looking Information as to future events are not to be viewed as facts or a guarantee of performance, are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries and understood that actual results during the period or periods covered by may vary materially from any such Forward-Looking Information may differ from Budget or projections), as of the projected results date such information was furnished to the Lenders and such differences may be materialas of the Closing Date.

True and Complete Disclosure. (ai) None of the written factual information and written data (taken as a whole) heretofore All information, reports, exhibits, schedules, financial statements or contemporaneously certificates furnished in writing by or on behalf of the Borrower, any of the other Restricted Subsidiaries Borrower or any of their respective authorized representatives its Subsidiaries to the Administrative Agent, the Joint Lead Arrangers and Bookrunners, and/or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Documents) for purposes of or Agent in connection with this Agreement the initial or any transaction contemplated herein wasongoing due diligence of the Borrower and its Subsidiaries, or the negotiation, preparation, or delivery of the Transaction Documents, are true and complete in all material respects. The written information (other than financial projections, forward looking statements, and information of a general economic or industry specific nature) that has been made available to the Administrative Agent or any Lender by or on behalf of the Borrower or any of its Subsidiaries in connection with the Transactions hereunder, when taken as a whole, does not, when furnished, incorrect in any material respect or contained contain any untrue statement of any a material fact or omitted omit to state any a material fact necessary in order to make such information and data (taken as a whole) the statements contained therein not materially misleading at such time in the light of the circumstances under which such information or data was furnished (after giving effect statements are made; provided that with respect to all supplements and updates), it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma projected financial information, projections, estimates (including financial estimates, forecasts, and other forward-looking information) or other forward looking the Borrower represents only that such information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”). (b) The Forward-Looking Information contained was prepared in the Confidential Information Memorandum were based on good faith estimates and based upon assumptions believed by such Persons to be reasonable at the time madetime, it being recognized by the Lenders understood that all Forward-Looking Information such projections as to future events are not to be viewed as facts or a guarantee of performance, are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries and that actual results financials during the period or periods covered by any such Forward-Looking Information projections may differ from the projected results results. (ii) As of the Closing Date, to the best knowledge of the Borrower, the information included in the Beneficial Ownership Certification provided on or prior to the Closing Date to any Lender in connection with this Agreement is true and such differences may be materialcorrect in all respects.

True and Complete Disclosure. (a) None of the written factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of the Borrower, any of the other Restricted Subsidiaries or any of their respective authorized representatives to the Administrative Agent, the Joint Lead Arrangers and BookrunnersArrangers, the Joint Bookrunners and/or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein was, when furnished, incorrect in any material respect or contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time (after giving effect to all supplements so furnished prior to such time) in light of the circumstances under which such information or data was furnished (after giving effect to all supplements and updates), furnished; it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, projections or estimates (including financial estimates, forecasts, forecasts and other forward-looking information) or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”)nature. (b) The Forwardprojections (including financial estimates, forecasts and other forward-Looking Information looking information) contained in the Confidential Information Memorandum information and data referred to in Section 8.8(a) were based on good faith estimates and assumptions believed by such Persons the Borrower to be reasonable at the time made, ; it being recognized by the Administrative Agent and the Lenders that all Forward-Looking Information such projections are as to future events and are not to be viewed as facts or a guarantee of performancefacts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries the Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such Forward-Looking Information projections may differ from the projected results and such differences may be material. (c) As of the Closing Date, to the best knowledge of the Borrower, the information included in any 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 respects.

True and Complete Disclosure. (a) None of the written factual information and written data (taken as a whole) concerning the Borrower, the Restricted Subsidiaries and their respective businesses heretofore or contemporaneously furnished by or on behalf of the Borrower, Borrower or any of the other Restricted Subsidiaries or any of their respective authorized representatives representatives, to the Administrative Agent, the any Joint Lead Arrangers and BookrunnersArranger, any Joint Bookrunner, and/or any Lender on or before the Closing Fourth Amendment Effective Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein was, when furnished, incorrect in any material respect or contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was furnished (after giving effect to all supplements and updatesupdates from time to time), it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, estimates (including financial estimates, forecasts, and other forward-looking information) or other forward looking information and or information of a general economic or general industry nature (collectively, “Forward-Looking Information”)nature. (b) The Forward-Looking Information projections (including financial estimates and forecasts) contained in the Confidential Information Memorandum information and data referred to in clause (a) above were based on good faith estimates and assumptions believed by such Persons the Borrower to be reasonable at the time made, it being recognized by the Lenders that all Forward-Looking Information such projections as to future events are not to be viewed as facts or a guarantee of performance, are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries Subsidiaries, and that actual results during the period or periods covered by any such Forward-Looking Information projections may differ from the projected results and such differences may be material.

True and Complete Disclosure. (a) None of the written factual information and or written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of the Borrower, any of the other Restricted their respective Subsidiaries or any of their respective authorized representatives in writing to the Administrative Agent, the Joint Lead Arrangers and Bookrunners, and/or any Agent or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) in the Credit Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein was, when furnished, incorrect in any material respect or contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time (after giving effect to all supplements so furnished prior to such time) in light of the circumstances under which such information or data was furnished (after giving effect to all supplements and updates), furnished; it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, estimates projections (including the Projections, financial estimates, forecasts, forecasts and other forward-looking information) ), pro forma financial information or other forward looking information and information of a general economic or general industry nature nature. There are no facts known (collectivelyor that upon the reasonable exercise of diligence should be known) to the Borrower (other than matters of a general Table of Contents economic nature) that, “Forward-Looking Information”)individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect and no material liabilities of the Borrower or any of its Subsidiaries, in each case, that have not been disclosed herein or in such other documents, certificates and statements furnished to Lenders for use in connection with the Transactions. (b) The Forward-Looking Information projections contained in the Confidential Information Memorandum information and data referred to in Section 8.8(a) (including, for the avoidance of doubt, the Projections) were based on prepared in good faith estimates and based upon assumptions believed by such Persons the Borrower to be reasonable at the time made, made and at the time furnished; it being recognized by the Agents and the Lenders that all Forward-Looking Information such projections are as to future events and are not to be viewed as facts or a guarantee of performancefacts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries the Restricted Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such Forward-Looking Information projections may differ from the projected results and such differences may be material. (c) The Perfection Certificate has been duly prepared, completed and executed and the information set forth therein (including (i) the exact legal name of each Credit Party and (ii) the jurisdiction of organization of each Credit Party) is correct and complete in all material respects as of the Closing Date.

True and Complete Disclosure. (a) None of the written factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of the Holdings, any Borrower, any of the other Restricted Subsidiaries or any of their respective authorized representatives to the Administrative Agent, the any Joint Lead Arrangers Arranger and Bookrunners, Bookrunner and/or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein was, when furnished, incorrect in any material respect or contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was furnished (after giving effect to all supplements and updates), it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, estimates (including financial estimates, forecasts, and other forward-looking information) or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”)nature. (b) The Forwardprojections (including financial estimates, forecasts, and other forward-Looking Information looking information) contained in the Confidential Information Memorandum information and data referred to in paragraph (a) above were based on good faith estimates and assumptions believed by such Persons to be reasonable at the time made, it being recognized by the Lenders that all Forward-Looking Information such projections as to future events are not to be viewed as facts or a guarantee of performance, are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries and that actual results during the period or periods covered by any such Forward-Looking Information projections may differ from the projected results and such differences may be material.

True and Complete Disclosure. (a) None of the written factual information and written data (taken as a whole) concerning the Borrower, the Acquired Companies, their respective Restricted Subsidiaries and their respective businesses heretofore or contemporaneously furnished by or on behalf of the Borrower, the Acquired Companies or any of the other Restricted Subsidiaries or any of their respective authorized representatives representatives, to the Administrative Agent, the Joint Lead Arrangers and Bookrunners, and/or any Lender on or before the Closing Date (including all such written other than the financial projections relating to Holdings, the Borrower, the Acquired Companies and their respective 199 LEGAL_US_E # 167910103.1167910103.8 200 LEGAL_US_E # 167910103.1167910103.8 subsidiaries, estimates, forecasts and budgets and other forward-looking information and data contained in (iinformation of a general economic or industry nature) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein was, when furnished, incorrect in any material respect or contained any untrue statement of any a material fact or omitted to state any a material fact necessary in order to make such information and data the statements contained therein (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was furnished (after giving effect statements are made, as supplemented and updated from time to all supplements and updates), time; it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial informationprojections relating to Holdings, projectionsthe Borrower, estimates (the Acquired Companies and their respective Subsidiaries, including financial estimates, forecasts, budgets and other forward-looking information) or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”)nature. (b) The Forward-Looking Information financial projections relating to Holdings, the Borrower, the Acquired Companies and their respective subsidiaries contained in the Confidential Information Memorandum Memorandum, including financial estimates, forecasts, budgets and other forward looking projections contained therein, were based on prepared in good faith estimates and based upon assumptions believed by such Persons the Borrower to be reasonable at the time made, of delivery thereof based on information provided by the Acquired Companies or their respective representatives; it being recognized by the Lenders understood that all Forward-Looking Information as to future events are not to be viewed as facts or a guarantee of performance, such financial projections described in this clause (b) (i) are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries and Borrower, 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 Forward-Looking Information may differ from the projected results and that such differences may be materialmaterial and (ii) are not a guarantee of performance.

True and Complete Disclosure. (a) None of the written factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of the Borrower, any of the other Restricted Subsidiaries of the Borrower or any of their respective authorized representatives to the Administrative Agent, the any Joint Lead Arrangers and Bookrunners, Arranger and/or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Documents) regarding the Borrower and its Restricted Subsidiaries in connection with the Transactions for purposes of or in connection with this Agreement or any transaction contemplated herein was, when furnished, incorrect in any material respect or contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was furnished (and such information was, when furnished on or prior to the Closing Date, when taken as a whole after giving effect to all supplements and updatesupdates provided thereto, accurate in all material respects (it being understood, for the avoidance of doubt, that none of the Borrower or any of its Subsidiaries shall be required to update any such information following the Closing Date), it being understood and agreed that for the purposes of this Section 8.8(a8.08(a), such factual information and data shall not include pro forma financial information, projections, projections or estimates (including financial estimates, forecasts, pro forma financial information, budgets, and other forward-looking information) or ), other forward forward- looking information and or statements regarding future condition or operations, or information of a general economic or general industry nature (collectively, “Forward-Looking Information”)nature. (b) The Forward-Looking Information As of the Closing Date, the projections contained in the Confidential Information Memorandum were Lender Presentation are based on upon good faith estimates and assumptions believed by such Persons the Borrower to be reasonable at the time made, it being recognized by the Agents, Joint Lead Arrangers and the Lenders that all Forwardsuch projections, forward-Looking Information as to future events looking statements, estimates and pro forma financial information are not to be viewed as facts or a guarantee of performance, and are subject to significant uncertainties material contingencies and contingenciesassumptions, many of which are beyond the control of the Borrower and its Subsidiaries Credit Parties, and that actual results during the period or periods covered by any such Forward-Looking Information may differ from the projected results and such differences may be material.any

True and Complete Disclosure. (a) None of the written All factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of the Borrower, any of the other Restricted Subsidiaries Company or any of their respective authorized representatives its Subsidiaries in writing to the Administrative Agent, the Joint Lead Arrangers and Bookrunners, and/or Agent or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Documents) Bank for purposes of or in connection with this Agreement or any transaction contemplated herein wasis, when furnishedand all other such factual information (taken as a whole) hereafter furnished by or on behalf of the Company in writing to any Bank will be, incorrect true and accurate in any all material respect respects on the date as of which such information is dated or contained any untrue statement of any material fact or omitted certified and not incomplete by omitting to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was furnished (after giving effect to all supplements and updates)provided, it being understood and agreed that for the purposes of this Section 8.8(a6.07(a), such factual information and data shall not include pro forma projections and PRO FORMA financial information, projections, estimates (including financial estimates, forecasts, and other forward-looking information) or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”). (b) The Forward-Looking Information projections and PRO FORMA financial information contained in the Confidential Information Memorandum were factual materials referred to in clause (a) above are based on good faith estimates and assumptions believed by such Persons to be reasonable at the time made, it being recognized by the Lenders Banks that all Forward-Looking Information such projections as to future events are not to be viewed as facts or a guarantee of performance, are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries and that actual results during the period or periods covered by any such Forward-Looking Information projections may differ materially from the projected results and such differences may results. As of the Restatement Effective Date, there is no fact known to the Company which has, or would reasonably be materialexpected to have, a Material Adverse Effect which has not theretofore been disclosed to the Banks or to the Agent on behalf of the Banks.

True and Complete Disclosure. (a) None of the written factual information The information, reports, financial statements, exhibits and written data (taken as a whole) heretofore or contemporaneously schedules furnished in writing by or on behalf of the Borrower, any of the other Restricted Subsidiaries or Obligor to any of their respective authorized representatives to the Administrative Agent, the Joint Lead Arrangers and Bookrunners, and/or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Documents) for purposes of or Creditor in connection with the negotiation, preparation or delivery of this Agreement and the other Credit Documents or included herein or therein or delivered pursuant hereto or thereto or set forth in the Information Memorandum, but in each case excluding all "Industry Information" (as defined in the Information Memorandum), except to the extent such Industry Information was prepared by any Company or any transaction contemplated herein wasAffiliate thereof and was provided to Agents by the Companies for inclusion therein, forward-looking statements, projections and all pro forma financial information, whether prior to or after the Closing Date, when taken as a whole, do not, as of the date such information was furnished, incorrect in any material respect or contained contain any untrue statement of any material fact or omitted omit to state any a material fact necessary in order to make such information and data (taken as a whole) not materially misleading at such time the statements herein or therein, in light of the circumstances under which such information or data was furnished (after giving effect to all supplements they were made, not materially misleading. The forward-looking statements, projections and updates), it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, estimates (including financial estimates, forecasts, and other forward-looking information) or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”). (b) The Forward-Looking Information contained furnished at any time by any Obligor to any Creditor pursuant to this Agreement have been prepared in the Confidential Information Memorandum were good faith based on good faith assumptions and estimates and assumptions believed by such Persons Borrower to be reasonable at the time made, it being recognized by the Lenders that all Forward-Looking Information such financial information as it relates to future events are is not to be viewed as facts or a guarantee of performance, are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries fact and that actual results during the period or periods covered by any such Forward-Looking Information financial information may differ from the projected results set forth therein by a material amount and that no Obligor makes any representation as to the ability of any Company to achieve the results set forth in any such differences may projections. Each Obligor understands that all such statements, representations and warranties shall be materialdeemed to have been relied upon by the Lenders as a material inducement to make each extension of credit hereunder.

True and Complete Disclosure. (a) None of the written factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of Holdings, the Borrower, any of the other Restricted Subsidiaries or any of their respective authorized representatives to the Administrative Agent, the any Joint Lead Arrangers and BookrunnersArranger, and/or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein was, when furnished, incorrect in any material respect or contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was furnished (after giving effect to all supplements and updates), it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, estimates (including financial estimates, forecasts, and other forward-looking information) or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”)nature. (b) The Forwardprojections (including financial estimates, forecasts, and other forward-Looking Information looking information) contained in the Confidential Information Memorandum information and data referred to in paragraph (a) above were based on good faith estimates and assumptions believed by such Persons to be reasonable at the time mademade and as of the date of delivery thereof, it being recognized by the Lenders that all Forward-Looking Information such projections as to future events are not to be viewed as facts or a guarantee of performance, are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries and that actual results during the period or periods covered by any such Forward-Looking Information projections may differ from the projected results and such differences may be material.

True and Complete Disclosure. (a) None of the All written factual information (other than estimates and written data information of a general economic nature or general industry nature) (taken as a wholethe “Information”) heretofore or contemporaneously furnished concerning the Borrower, the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby prepared by or on behalf of the Borrowerforegoing or their representatives and made available to any Lenders or the Agents in connection with the Transactions or the other transactions contemplated hereby, any when taken as a whole, was true and correct in all material respects as of the other Restricted Subsidiaries or any of their respective authorized representatives date such Information was furnished to the Administrative Agent, Lenders and the Joint Lead Arrangers Agents and Bookrunners, and/or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to of the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein wasdid not, when furnishedtaken as a whole, incorrect in any material respect or contained 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. (b) The estimates 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 Transactions or the other transactions contemplated hereby (i) do not contain any material misstatement of fact or omitted omit to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time the statements therein, in the light of the circumstances under which they were made, not misleading (provided that, with respect to projected financial information, the Borrower represents only that such information has been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof, as of the date such estimates were furnished to the Lenders 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) The Borrower has disclosed to the Agents and the Lenders all agreements, instruments, and corporate or data was other restrictions to which it or any of the other Subsidiaries is subject, and all other matters known to it, that, individually or, in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (d) There is no fact peculiar to the Borrower or any other Restricted Subsidiary which could reasonably be expected to have a Material Adverse Effect or in the future is reasonably likely to have a Material Adverse Effect and which has not been set forth in this Agreement or the Loan Documents or the other documents, certificates and statements furnished (after giving effect to all supplements and updates)the Agents or the Lenders by or on behalf of the Borrower or any other Restricted Subsidiary prior to, or on, the date hereof 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 or fail to take into account material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and agreed that for the purposes of this Section 8.8(a), such factual information Gas Properties and data shall not include pro forma financial information, projectionsproduction and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates (including financial estimates, forecasts, and other forward-looking information) or other forward looking information projections and information of a general economic or general industry nature (collectively, “Forward-Looking Information”). (b) The Forward-Looking Information contained in the Confidential Information Memorandum were based on good faith estimates and assumptions believed by such Persons to be reasonable at the time made, it being recognized by the Lenders that all Forward-Looking Information as to future events are not to be viewed as facts or a guarantee of performance, are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its the other Subsidiaries do not warrant that such opinions, estimates and that actual results during the period or periods covered by any such Forward-Looking Information may differ from the projected results and such differences may be materialprojections will ultimately prove to have been accurate.

True and Complete Disclosure. (a) None of the written factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of the Borrower, any of the other Restricted Subsidiaries of the Borrower or any of their respective authorized representatives to the Administrative Agent, the any Joint Lead Arrangers and Bookrunners, Arranger and/or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Documents) regarding the Borrower and its Restricted Subsidiaries in connection with the Transactions for purposes of or in connection with this Agreement or any transaction contemplated herein was, when furnished, incorrect in any material respect or contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was furnished (and such information was, when furnished on or prior to the Closing Date, when taken as a whole after giving effect to all supplements and updatesupdates provided thereto, accurate in all material respects (it being understood, for the avoidance of doubt, that none of the Borrower or any of its Subsidiaries shall be required to update any such information following the Closing Date), it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, projections or estimates (including financial estimates, forecasts, pro forma financial information, budgets, and other forward-looking information) or ), other forward forward-looking information and or statements regarding future condition or operations, or information of a general economic or general industry nature (collectively, “Forward-Looking Information”)nature. (b) The Forward-Looking Information As of the Closing Date, the projections contained in the Confidential Information Memorandum were Lender Presentation are based on upon good faith estimates and assumptions believed by such Persons the Borrower to be reasonable at the time made, it being recognized by the Agents, Joint Lead Arrangers and the Lenders that all Forwardsuch projections, forward-Looking Information as to future events looking statements, estimates and pro forma financial information are not to be viewed as facts or a guarantee of performance, and are subject to significant uncertainties material contingencies and contingenciesassumptions, many of which are beyond the control of the Borrower and its Subsidiaries Credit Parties, and that actual results during the period or periods covered by any such Forwardprojections, forward-Looking Information looking statements, estimates and pro forma financial information may differ materially from the projected results and such differences may be materialresults.

True and Complete Disclosure. (a) None of the written factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of the Borrower, any of the other Restricted Subsidiaries or any of their respective authorized representatives to the Administrative Agent, the any Joint Lead Arrangers Arranger and Bookrunners, Bookrunner and/or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein was, when furnished, incorrect in any material respect or contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was furnished (after giving effect to all supplements and updates), it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, estimates (including financial estimates, forecasts, and other forward-looking information) or other forward forward-looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”)nature. (b) The Forwardprojections (including financial estimates, forecasts, and other forward-Looking Information looking information) contained in the Confidential Information Memorandum information and data referred to in paragraph (a) above were based on good faith estimates and assumptions believed by such Persons to be reasonable at the time made, it being recognized by the Lenders that all Forward-Looking Information such projections as to future events are not to be viewed as facts or a guarantee of performance, are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries and that actual results during the period or periods covered by any such Forward-Looking Information projections may differ from the projected results and such differences may be material.

True and Complete Disclosure. (a) None of the written All factual information (not including estimated, financial information and written data (taken as a wholeother projections) heretofore or contemporaneously furnished by Borrower or on behalf any of its Subsidiaries in writing to the BorrowerAdministrative Agent or the Banks (including the Preliminary Financial Statements) in connection with any Credit Document or any transaction contemplated therein is, disregarding any updated, corrected, supplemented, superceded or otherwise modified information except as so updated, corrected, supplemented, superceded or otherwise modified and all other such factual information hereafter furnished by any such Persons in writing to the Banks in connection herewith, any of the other Restricted Subsidiaries Credit Documents or any the Revolving Loan will be, true and accurate in all material respects, taken as a whole, on the date of their respective authorized representatives to the Administrative Agent, the Joint Lead Arrangers and Bookrunners, and/or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated not incomplete by reference therein) and (ii) the Credit Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein was, when furnished, incorrect in any material respect or contained any untrue statement of any material fact or omitted omitting to state any material fact necessary to make such the information and data (taken as a whole) therein not materially misleading at such time in light of the circumstances under which such information or data information, taken as a whole, was furnished (after giving effect to all supplements and updates)provided. All estimates, it being understood and agreed that for the purposes of this Section 8.8(a), such factual financial information and data shall not include pro forma financial informationprojections furnished by Borrower or any of its Subsidiaries in writing to the Banks in connection with any Credit Document or any transaction contemplated therein, projections, estimates (including financial estimates, forecasts, and other forward-looking information) or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”). (b) The Forward-Looking Information contained were prepared by Borrower in the Confidential Information Memorandum were based on good faith estimates and based upon assumptions believed by such Persons Borrower to be reasonable at the time madesuch information was prepared, it being recognized by the Lenders Administrative Agent and the Banks that all Forward-Looking Information such financial information as it relates to future events are is not to be viewed as facts or a guarantee of performance, are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries fact and that actual results during the period or periods covered by any such Forward-Looking Information financial information may differ from the projected results and such differences may be materialset forth therein by a material amount.

True and Complete Disclosure. (a) None of the All written factual information and written data (taken as a whole) heretofore or contemporaneously furnished delivered by or on behalf of the Borrower, any of the other Restricted Subsidiaries Borrower or any of their respective authorized representatives its Subsidiaries to the Administrative AgentAgent and the Lenders (other than the Projections, the Joint Lead Arrangers and Bookrunners, and/or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein was, when furnished, incorrect in any material respect or contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was furnished (after giving effect to all supplements and updates), it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, estimates (including financial estimates, forecasts, forecasts and other forward-looking information) or other forward looking information and information of a general economic nature or general industry nature nature) (collectively, the “Forward-Looking Information”) concerning the Borrower, the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby 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 Transactions or the other transactions contemplated hereby and the negotiation of the Credit Documents (as modified or supplemented by other information so furnished), when taken as a whole, was true and correct in all material respects, as of the date when made and did not, taken as a whole, contain any untrue statement of a material fact as of the date when made 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. (b) The Forward-Looking Information contained Projections (i) have been prepared in the Confidential Information Memorandum were based on good faith estimates and based upon assumptions believed by such Persons the Borrower to be reasonable at as of the time made, date made (it being recognized by the Lenders understood that all Forward-Looking Information such Projections are as to future events and are not to be viewed as facts or a guarantee of performancefacts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries the Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such Forward-Looking Information projections may differ from the projected results and such differences may be material) and (ii) as of the Closing Date, have not been modified in any material respect by the Borrower. (c) As of the Closing Date, neither the Borrower nor any Restricted Subsidiary has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilities or unusual forward or long-term commitments that, in each case, have not been disclosed in writing to the Administrative Agent. (d) As of the Closing Date, to the knowledge of the Borrower, the information included in the Beneficial Ownership Certification delivered, on or prior to the Closing Date, to any Lender in connection with this Agreement is true and correct in all respects.

True and Complete Disclosure. (a) None of the written factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of the Borrower, any of the other Restricted Subsidiaries or any of their respective authorized representatives to the Administrative Agent, the Joint Lead Arrangers and Bookrunners, and/or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein was, when furnished, incorrect in any material respect or contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was furnished (after giving effect to all supplements and updates), it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, estimates (including financial estimates, forecasts, and other forward-looking information) or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”). (ba) The Forward-Looking Information contained in the Confidential Information Memorandum were based on good faith estimates and assumptions believed by such Persons to be reasonable at the time made, it being recognized by the Lenders that all Forward-Looking Information as to future events are not to be viewed as facts or a guarantee of performance, are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries and that actual results during the period or periods covered by any such Forward-Looking Information may differ from the projected results and such differences may be material.

True and Complete Disclosure. (a) None of the written factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of the Borrower, any of the other Restricted Subsidiaries or any of their respective authorized representatives to the Administrative Agent, the any Joint Lead Arrangers and BookrunnersArranger, and/or any Lender on or before the Closing Restatement Effective Date (including all such written information and data contained in (i) the Confidential Information Memorandum Lender Presentation (as updated prior to the Closing Restatement Effective Date and including all information incorporated by reference therein) and (ii) the Credit Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein was, when furnished, incorrect in any material respect or contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was furnished (after giving effect to all supplements and updates), it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, estimates (including financial estimates, forecasts, and other forward-looking statements or information) or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”)nature. (b) The Forwardprojections (including financial estimates, forecasts, and other forward-Looking Information looking information) contained in the Confidential Information Memorandum information and data referred to in paragraph (a) above were based on good faith estimates and assumptions believed by such Persons to be reasonable at the time made, it being recognized by the Lenders that all Forward-Looking Information such projections as to future events are not to be viewed as facts or a guarantee of performance, are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries and that actual results during the period or periods covered by any such Forward-Looking Information projections may differ from the projected results and such differences may be material.

True and Complete Disclosure. (a) None of the written factual information The information, reports, ---------------------------- financial statements, exhibits and written data (taken as a whole) heretofore or contemporaneously schedules furnished in writing by or on behalf of the Borrower, any of the other Restricted Subsidiaries or any of their respective authorized representatives Company to the Administrative Agent, the Joint Lead Arrangers and Bookrunners, and/or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Documents) for purposes of or Creditor in connection with the negotiation, preparation or delivery of this Agreement and the other Credit Documents or included herein or therein or delivered pursuant hereto or thereto or pursuant to any transaction contemplated herein wasinformation memorandum distributed in connection with the syndication of the Commitment and Loans, including any Transaction Document, whether prior to or after the date of this Agreement, when taken as a whole, do not, as of the date such information was furnished, incorrect in any material respect or contained contain any untrue statement of any material fact or omitted omit to state any a material fact necessary in order to make such information and data (taken as a whole) not materially misleading at such time the statements herein or therein, in light of the circumstances under which such information or data was furnished (after giving effect to all supplements they were made, not materially misleading. The projections and updates), it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, estimates (including financial estimates, forecasts, and other forward-looking information) or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”). (b) The Forward-Looking Information contained --- ----- furnished at any time by any Company to any Creditor pursuant to this Agreement have been prepared in the Confidential Information Memorandum were good faith based on good faith estimates and assumptions believed by such Persons Borrower to be reasonable at the time made, it being recognized by the Lenders that all Forward-Looking Information such financial information as it relates to future events are is not to be viewed as facts or a guarantee of performance, are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries fact and that actual results during the period or periods covered by any such Forward-Looking Information financial information may differ from the projected results set forth therein by a material amount and no Company, however, makes any representation as to the ability of Borrower or any Subsidiary to achieve the results set forth in any such differences may projections. As of the Closing Date, there is no fact known to any Company (other than general economic conditions, which conditions are commonly known and affect businesses generally) that could reasonably be materialexpected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Credit Documents or in any other documents, certificates and statements furnished to Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Credit Documents.

True and Complete Disclosure. (a) None of the written All factual information and written data (taken as a ---------------------------- whole) heretofore or contemporaneously furnished by or on behalf of Holding or the Borrower, any of Borrower in writing to the other Restricted Subsidiaries Agent or any of their respective authorized representatives Lender delivered to the Administrative Agent, Agent and the Joint Lead Arrangers and Bookrunners, and/or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Documents) Lenders for purposes of or in connection with this Credit Agreement or the Transaction does not, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of Holding or the Borrower in writing to the Agent or any transaction contemplated herein wasLender will not, when furnishedas of the date as of which such information is dated or certified, incorrect in any material respect or contained contain any untrue statement of any a material fact or omitted omit to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at as of such time time, in each case in light of the circumstances under which such information or data was furnished (after giving effect to all supplements and updates)provided, it being understood and agreed that for the purposes of this Section 8.8(a)6.9, such factual information and data shall not include projections and pro forma financial information, projections, estimates (including financial estimates, forecasts, and other forward-looking information) or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”).. --- ----- (b) The Forward-Looking Information projections and pro forma financial information contained in the Confidential Information Memorandum were --- ----- factual information referred to in clause (a) above are based on good faith estimates and assumptions believed by such Persons the Borrower to be reasonable at the time made, it being recognized by the Lenders that all Forward-Looking Information such projections as to future events are not to be viewed as facts or a guarantee of and necessarily were based upon numerous assumptions with respect to industry performance, are subject to significant uncertainties general business and contingencieseconomic and competitive conditions and uncertainties, many of taxes and other matters which are beyond the control of Holding, the Borrower and the Borrower's Subsidiaries, such that there can be no assurance that such projections will be realized and actual results may differ from the projected results. (c) As of the Restatement Effective Date, there is no fact known to any Credit Party (other than matters of general economic, political or social nature) which materially and adversely affects the business, property, assets, liabilities, financial condition or prospects of the Borrower and its Subsidiaries taken as a whole which has not been disclosed herein or in such other documents, certificates and that actual results during statements furnished to the period or periods covered by any such Forward-Looking Information may differ from Lenders for use in connection with the projected results and such differences may be materialtransactions contemplated hereby.

True and Complete Disclosure. (a) None of the written factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of the Borrower, any of the other Restricted Subsidiaries or any of their respective authorized representatives to the Administrative Agent, the any Joint Lead Arrangers Arranger and BookrunnersBookrunner, and/or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein was, when furnished, incorrect in any material respect or contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was furnished (after giving effect to all supplements and updates), it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, estimates (including financial estimates, forecasts, and other forward-looking information) or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”). (b) The Any Forward-Looking Information contained heretofore or contemporaneously furnished by or on behalf of the Borrower, any of the Restricted Subsidiaries or any of their respective authorized representatives to any Lender on or before the Closing Date for purposes of or in the Confidential Information Memorandum connection with this Agreement or any transaction contemplated herein were based on good faith estimates and assumptions believed by such Persons to be reasonable at the time made, it being recognized by the Lenders that all Forward-Looking Information as to future events are not to be viewed as facts or a guarantee of performance, are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries and that actual results during the period or periods covered by any such Forward-Looking Information may differ from the projected results and such differences may be material. (c) As of the Restatement Effective Date, to the best knowledge of the Borrower, 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 respects.

True and Complete Disclosure. (a) None of the written factual information and written data (taken as a whole) concerning the Borrower, the Restricted Subsidiaries and their respective businesses heretofore or contemporaneously furnished by or on behalf of the Borrower, Borrower or any of the other Restricted Subsidiaries or any of their respective authorized representatives representatives, to the Administrative Agent, the Joint Lead Arrangers Arranger and BookrunnersBookrunner, and/or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date Date) concerning Holdings, the Borrower and including all information incorporated by reference therein) its Subsidiaries and (ii) the Credit Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein was, when furnished, incorrect in any material respect or contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was furnished (after giving effect to all supplements and updatesupdates from time to time), it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, estimates (including financial estimates, forecasts, and other forward-looking information) or other forward looking information and or information of a general economic or general industry nature (collectively, “Forward-Looking Information”). (b) The Forward-Looking Information contained in the Confidential Information Memorandum were was based on good faith estimates and assumptions believed by such Persons to be reasonable at the time made, it being recognized by the Lenders that all Forward-Looking Information as to future events are not to be viewed as facts or a guarantee of performance, are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries Subsidiaries, and that actual results during the period or periods covered by any such Forward-Looking Information may differ from the projected results and such differences may be material.

True and Complete Disclosure. (a) None of the written factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of Holdings, the Borrower, any of the other Restricted Subsidiaries or any of their respective authorized representatives to the Administrative Agent, the any Documentation Agent, Syndication Agent, any Joint Lead Arrangers Arranger and BookrunnersBookrunner, and/or any Lender on or before the Closing Second Restatement Effective Date (including all such written information and data contained in (i) the Confidential Information Memorandum Lender Presentation (as updated prior to the Closing Second Restatement Effective Date and including all information incorporated by reference therein) and (ii) the Credit Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein was, when furnished, incorrect in any material respect or contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was furnished (after giving effect to all supplements and updates), it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, estimates (including financial estimates, forecasts, and other forward-looking information) or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”)nature. (b) The Forwardprojections (including financial estimates, forecasts, and other forward-Looking Information looking information) contained in the Confidential Information Memorandum information and data referred to in paragraph (a) above were based on good faith estimates and assumptions believed by such Persons to be reasonable at the time made, it being recognized by the Lenders that all Forward-Looking Information such projections as to future events are not to be viewed as facts or a guarantee of performance, are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries and that actual results during the period or periods covered by any such Forward-Looking Information projections may differ from the projected results and such differences may be material. (c) As of the Second Restatement Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

True and Complete Disclosure. (a) None of the written All factual information and written data (information, taken individually or as a whole) heretofore or contemporaneously , furnished by or on behalf of the Parent, Arlington or the Borrower, any of the other Restricted Subsidiaries or any of their respective authorized representatives in writing to the Administrative Agent, the Joint Lead Arrangers and Bookrunners, and/or Agent or any Lender on or before the Closing Date (including including, without limitation, all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date Documents and including all information incorporated by reference therein) and (ii) the Credit Documentsany financial statement) for purposes of or in connection with this Agreement Agreement, the other Credit Documents or any transaction contemplated herein wasor therein is, when furnishedand all other such factual information, incorrect taken individually or as a whole, hereafter furnished by or on behalf of the Parent, Arlington or Borrower, in writing to the Administrative Agent or any Lender will be, true and accurate in all material respect or contained respects and does not contain any untrue statement of any a material fact or omitted omit to state any a material fact necessary to make such information and data (taken as a whole) not materially misleading at such time the statements contained therein, in light of the circumstances under which when made, not misleading. All projections that are part of such information or data was furnished (after giving effect to all supplements and updates), it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, estimates (including financial estimates, forecasts, and other forward-looking informationthose set forth in any projections delivered subsequent to the Closing Date) or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”). (b) The Forward-Looking Information contained in the Confidential Information Memorandum were are based on upon good faith estimates and stated assumptions believed by such Persons to be reasonable at and fair as of the time madedate made in light of conditions and facts then known and, as of such date, reflect good faith, reasonable and fair estimates of the information projected for the periods set forth therein; it being is recognized by each Lender and the Lenders Administrative Agent that all Forward-Looking Information as to future events such projections and determinations provided by the Parent or Borrower, although reflecting the Parent’s or Borrower’s good faith projections and determinations, are not to be viewed as facts or a guarantee of performance, are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries and that actual results during the period or periods covered by any such Forward-Looking Information determination may differ from the projected results results. (b) The Parent has provided to each Lender a true and correct copy of each agreement, document or other instrument or information (including a true, correct and complete description of any event, circumstance or arrangement) that would be required by Item 601 of Reg. S-K to be included as an exhibit to the Parent’s Annual Report on Form 10-K for the year ended December 31, 2010 or that would be required to be filed by the Parent on Form 8-K, in each case except as included in the Filed SEC Documents (with respect to any such differences may matters arising prior to the date of this Agreement) or in the SEC Documents filed after the date hereof and no later than five (5) Business Days prior to the Closing Date (with respect to any such matters arising after the date of this Agreement), in each case including any and all amendments, supplements and modifications thereto, regardless of whether any such amendments, supplements or modifications would be materialrequired to be filed in any SEC Document.

True and Complete Disclosure. (a) None of the written All factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of the BorrowerCredit Parties in writing to any Bank (including, any of the other Restricted Subsidiaries or any of their respective authorized representatives to the Administrative Agentwithout limitation, the Joint Lead Arrangers and Bookrunners, and/or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to Documents and the Closing Date and including all information incorporated by reference therein) and (ii) the Credit DocumentsOffering Memorandum) for purposes of or in connection with this Agreement or any transaction contemplated herein is (or was, when furnishedon the Closing Date), incorrect and all other such factual information (taken as a whole) hereafter furnished by or on behalf of any such Person in writing to any Bank will be, true and accurate in all material respect respects on the date as of which such information is dated or contained certified and does not contain any untrue statement of any a material fact or omitted factor omit to state any material fact necessary in order to make such information the statements therein, in the light of the circumstances under which they were made, not misleading, and data (taken as the Offering Memorandum will be at the Closing Date true and accurate in all material respects and will not contain any untrue statement of a whole) not materially misleading at such time material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which such information or data was furnished (after giving effect to all supplements they were made, not misleading. The projections and updates), it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, estimates (including financial estimates, forecasts, and other forward-looking information) or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”). (b) The Forward-Looking Information contained in the Confidential Information Memorandum were such materials are based on good faith estimates and assumptions believed by such Persons to be reasonable at the time made, it being recognized by the Lenders Banks that all Forward-Looking Information such projections as to future events are not to be viewed as facts or a guarantee of performance, are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries and that actual results during the period or periods covered by any such Forward-Looking Information projections may differ from the projected results results. There is no fact known to any Credit Party which could have a Materially Adverse Effect which has not been disclosed herein, in the Offering Memorandum or in such other documents, certificates and such differences may be materialwritten statements furnished to the Banks for use in connection with the transactions contemplated hereby.

True and Complete Disclosure. (a) None of the written factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of Holdings, the Borrower, any of the other Restricted Subsidiaries or any of their respective authorized representatives to the Administrative Agent, the any Joint Lead Arrangers Arranger and BookrunnersBookrunner, and/or any Lender on or before the Closing Sixth Amendment Effective Date with respect to the Sixth Amendment (including all such written information and data contained in (i) the Confidential Information Memorandum Lender Presentation (as updated prior to the Closing Sixth Amendment Effective Date and including all information incorporated by reference therein) and (ii) the Credit Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein was, when furnished, incorrect in any material respect or contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was furnished (after giving effect to all supplements and updates), it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, estimates (including financial estimates, forecasts, and other forward-looking information) or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”)nature. (b) The Forwardprojections (including financial estimates, forecasts, and other forward-Looking Information looking information) contained in the Confidential Information Memorandum information and data referred to in paragraph (a) above were based on good faith estimates and assumptions believed by such Persons to be reasonable at the time made, it being recognized by the Lenders that all Forward-Looking Information such projections as to future events are not to be viewed as facts or a guarantee of performance, are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries and that actual results during the period or periods covered by any such Forward-Looking Information projections may differ from the projected results and such differences may be material.

True and Complete Disclosure. (a) None All written information (other than the Budget, estimates and information of a general economic nature or general industry nature) (the written factual information “Information”) concerning Holdings, the Borrower, the Subsidiaries, the Transactions and written data (taken as a whole) heretofore any other transactions contemplated hereby included in the Information Memorandum or contemporaneously furnished otherwise prepared by or on behalf of the Borrowerforegoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, any when taken as a whole, was true and correct in all material respects, as of the other Restricted Subsidiaries or any of their respective authorized representatives date such Information was furnished to the Administrative Agent, the Joint Lead Arrangers Lenders and Bookrunners, and/or any Lender on or before as of the Closing Date (including all such written information and data contained in (i) the Confidential with respect to Information Memorandum (as updated provided prior to the Closing Date and including all information incorporated by reference thereinDate) and (ii) the Credit Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein wasdid not, when furnishedtaken as a whole, incorrect in any material respect or contained contain any untrue statement of any a material fact as of any such date or omitted omit to state any a material fact necessary in order to make such information and data (the statements contained therein, taken as a whole) , not materially misleading at such time in light of the circumstances under which such information or data was furnished statements were made. (after giving effect to all supplements b) The Budget and updates), it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, estimates (including financial estimates, forecasts, and other forward-looking information) or other forward looking information and information of a general economic nature or general industry nature (collectively, “Forward-Looking Information”). (b) The Forward-Looking Information contained 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 Confidential Information Memorandum were based on Transactions or the other transactions contemplated hereby have been prepared in good faith estimates and based upon assumptions believed by such Persons the Borrower to be reasonable at as of the time made, date thereof (it being recognized by the Lenders that all Forward-Looking Information as to future events are not to be viewed as facts or a guarantee of performance, are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries and understood that actual results during may vary materially from the period or periods covered by Budget), as of the date such Budget and estimates were furnished to the Lenders (with respect to any such Forward-Looking Information may differ from Budget, estimates or information of a general economic nature or general industry nature provided prior to the projected results Closing Date) and such differences may be materialas of the Closing Date.

True and Complete Disclosure. (a) None of the written factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of Holdings, the Borrower, any of the other Restricted Subsidiaries of the Borrower or any of their respective authorized representatives to the Administrative Agent, the any Joint Lead Arrangers and Bookrunners, Arranger and/or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Documents) regarding Holdings, the Borrower and its Restricted Subsidiaries in connection with the Transactions for purposes of or in connection with this Agreement or any transaction contemplated herein was, when furnished, incorrect in any material respect or contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was furnished (after giving effect to all supplements and updates)furnished, it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, projections or estimates (including financial estimates, forecasts, forecasts and other forward-looking information) or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”)nature. (b) The Forward-Looking Information contained in projections posted to the Confidential Information Memorandum were Lenders on November 2, 2017 are based on upon good faith estimates and assumptions believed by such Persons the Borrower to be reasonable at the time made, it being recognized by the Agents, Joint Lead Arrangers and the Lenders that all Forwardsuch projections, forward-Looking Information as to future events looking statements, estimates and pro forma financial information are not to be viewed as facts or a guarantee of performance, and are subject to significant uncertainties material contingencies and contingenciesassumptions, many of which are beyond the control of the Borrower and its Subsidiaries Credit Parties, and that actual results during the period or periods covered by any such Forwardprojections, forward-Looking Information looking statements, estimates and pro forma 115 financial information may differ materially from the projected results and such differences may be materialresults.

True and Complete Disclosure. (a) None of the written All factual information (excluding estimates, projections, and written data (taken as a wholepro forma financial information) heretofore or contemporaneously furnished by or on behalf of the Borrower, any of the other Restricted Subsidiaries Borrower or any of their respective authorized representatives its Subsidiaries in writing to any Bank or the Administrative Agent, the Joint Lead Arrangers and Bookrunners, and/or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Documents) Agent for purposes of or in connection with this Agreement Agreement, any other Credit Document or any transaction contemplated herein was, when furnished, incorrect hereby or thereby (but limited to those delivered by the Borrower or its Subsidiaries to a Bank or the Agent in any connection with such agreements and transactions in anticipation of or in connection with this amendment and restatement) is (taken as a whole) true and correct in all material respect respects on the date as of which such information is dated or contained certified and does not contain any untrue statement of any a material fact or omitted omit to state any material fact necessary to make such information and data (taken the statements contained therein not misleading as a whole) not materially misleading at such time of the date of this Agreement, in light of the circumstances under which they were made. All such information or data was furnished (after giving effect to all supplements projections, estimates, and updates), it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information heretofore or contemporaneously furnished by the Borrower or any of its Subsidiaries were prepared in good faith on the basis of assumptions, data, information, projectionstests, estimates (including financial estimates, forecasts, and other forward-looking information) or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”). (b) The Forward-Looking Information contained in the Confidential Information Memorandum were based on good faith estimates and assumptions conditions believed by such Persons to be reasonable at the time madesuch projections, it being recognized estimates, and pro forma financial information were furnished. (b) All factual information (excluding estimates, projections, and pro forma financial information) furnished by the Lenders that all Forward-Looking Information as to future events are not to be viewed as facts or a guarantee of performance, are subject to significant uncertainties and contingencies, many of which are beyond the control on behalf of the Borrower and or any of its Subsidiaries in writing to any Bank or the Agent after the Effective Date for purposes of or in connection with this Agreement, any other Credit Document or any transaction contemplated hereby or thereby is (taken as a whole) true and that actual results during correct in all material respects on the period date as of which such information is dated or periods covered certified and does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements contained therein not misleading, in light of the circumstances under which they were made. All such projections, estimates, and pro forma financial information furnished by the Borrower or any of its Subsidiaries after the Effective Date were prepared in good faith on the basis of assumptions, data, information, tests, or conditions believed to be reasonable at the time such Forward-Looking Information may differ from the projected results projections, estimates, and such differences may be materialpro forma financial information were furnished.

True and Complete Disclosure. (a) None of the written factual information The information, reports, financial statements, exhibits and written data (taken as a whole) heretofore or contemporaneously schedules furnished in writing by or on behalf of the Borrower, any of the other Restricted Subsidiaries or any of their respective authorized representatives Borrower to the Administrative Agent, the Joint Lead Arrangers and Bookrunners, and/or Agent or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Documents) for purposes of or in connection with the negotiation, preparation or delivery of this Agreement or any transaction contemplated included herein wasor delivered pursuant hereto, as of the date of delivery thereof and when furnishedtaken as a whole, incorrect in any material respect or contained do not contain any untrue statement of any a material fact or omitted or, when considered together with all reports theretofore filed with the SEC, omit to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time the statements herein or therein, in light of the circumstances under which such information or data was furnished (after giving effect they were made, not misleading; provided,however, that, with respect to all supplements and updates), it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma projected financial information, projections, estimates (including financial estimates, forecasts, forecasts and other forward-looking information) or other forward looking , the Borrower represents only that such information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”). (b) The Forward-Looking Information contained was prepared in the Confidential Information Memorandum were based on good faith based upon assumptions and estimates developed by management of the Borrower in good faith and assumptions believed by such Persons to be reasonable at the time made, (it being recognized by the Lenders understood that all Forward-Looking Information as to future events are such information is not to be viewed as facts or a guarantee of performance, are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries future performance and that actual results during the period or periods covered by any such Forward-Looking Information information may materially differ from the projected results therein). All written information furnished after the date hereof by the Borrower and its Subsidiaries to the Administrative Agent and the Lenders in connection with this Agreement and the transactions contemplated hereby will be true, complete and accurate in every material respect, or (in the case of forward-looking statements) based upon assumptions and estimates developed by management of the Borrower in good faith and believed to be reasonable at the time, on the date as of which such differences may information is stated or certified; provided that, in the case of projected financial information, forecasts and other forward-looking information, no assurance is given that any results forecasted in any such projections or forward-looking information will actually be materialachieved or that actual results during the period or periods covered by such information will not differ materially from the results set forth in such projections or forward-looking information.

True and Complete Disclosure. (a) None of the written factual information and written data (taken as a wholewhether delivered before or after the date of this Agreement) heretofore or contemporaneously furnished prepared by or on behalf of the Borrower, any of the other Restricted Subsidiaries Borrower or any of their respective authorized representatives Restricted Subsidiary and furnished to the Administrative Agent, Agent or the Joint Lead Arrangers and Bookrunners, and/or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Documents) Lenders for purposes of or in connection with this Agreement Agreement, any other Credit Document or any transaction contemplated herein washereby or thereby (other than projections, when furnishedestimates, incorrect in and budgets) contain, as of the date such information was furnished (or, if such information expressly related to a specific date, as of such specific date), any material respect or contained any untrue statement misstatement of any material fact or omitted omit to state state, as of the date such information was furnished (or, if such information expressly related to a specific date, as of such specific date), any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time the statements therein, in light of the circumstances under which such information they were made, not misleading. There is no fact known to any Responsible Officer of the Borrower or data was furnished (after giving effect to all supplements and updates), it being understood and agreed that for any Restricted Subsidiary on the purposes date of this Section 8.8(a)Agreement that has not been disclosed to the Administrative Agent that could reasonably be expected to result in a Material Adverse Effect. All projections, such factual information estimates, budgets and data shall not include pro forma financial informationinformation furnished by the Borrower or any Restricted Subsidiary (or on behalf of such Persons) to the Administrative Agent or the Lenders for purposes of or in connection with this Agreement, projectionsany other Credit Document or any transaction contemplated hereby or thereby (whether delivered before or after the date of this Agreement), estimates (including financial estimates, forecasts, and other forward-looking information) were or other forward looking information and information will be prepared on the basis of a general economic or general industry nature (collectively, “Forward-Looking Information”). (b) The Forward-Looking Information contained in the Confidential Information Memorandum were based on good faith estimates and assumptions believed by such Persons to be reasonable at the time madesuch projections, it being recognized by estimates, and pro forma financial information were furnished; provided however, that such projections are or will be based only on management’s reasonable belief at the Lenders time that all Forward-Looking Information as such projections were prepared and in no case shall any of such projections be considered to be representations or assurances with respect to future events are not to be viewed as facts or a guarantee of performance, are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries and that actual results during the period or periods covered by any such Forward-Looking Information may differ from the projected results and such differences may be material.

True and Complete Disclosure. (a) None of the written factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of the Borrower, any of the other Restricted Subsidiaries or any of their respective authorized representatives to the Administrative Agent, the Joint Lead Arrangers and Bookrunners, Agent and/or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein was, when furnished, incorrect in any material respect or contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time (after giving effect to all supplements so furnished prior to such time, including all information set forth in the Form 10-12B of the Borrower as filed with the SEC from time to time) in light of the circumstances under which such information or data was furnished (after giving effect to all supplements and updates), furnished; it being understood and agreed that for the purposes of this Section 8.8(a9.8(a), such factual information and data shall not include pro forma financial information, projections, projections or estimates (including financial estimates, forecasts, forecasts and other forward-looking information) or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”)nature. (b) The Forwardprojections (including financial estimates, forecasts and other forward-Looking Information looking information) contained in the Confidential Information Memorandum information and data referred to in Section 9.8(a) were based on good faith estimates and assumptions believed by such Persons the Borrower to be reasonable at the time made, ; it being recognized by the Administrative Agent and the Lenders that all Forward-Looking Information such projections are as to future events and are not to be viewed as facts or a guarantee of performancefacts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries the Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such Forward-Looking Information projections may differ from the projected results and such differences may be material. (c) Each Budget (including the Budget delivered to the Lenders immediately prior to the Petition Date) was prepared in good faith based upon assumptions the Borrower believed to be reasonable assumptions on the date of delivery of such Budget.

True and Complete Disclosure. (a) None of All information, documentation or materials other than financial projections (including financial estimates, forecasts and other forward-looking information) (such information, documentation or materials other than financial projections, the written factual information and written data (“Information”) provided directly or indirectly by the Seller, the Acquired Business, Holdings or any Credit Party to the Lead Arrangers, the Administrative Agent and/or the Lenders in connection with the Transactions, when taken as a whole) heretofore or contemporaneously furnished by or on behalf , was true and correct in all material respects as of the Borrower, any of the other Restricted Subsidiaries or any of their respective authorized representatives date such Information was furnished to the Administrative AgentLead Arrangers, the Joint Lead Arrangers Administrative Agent and/or the Lenders and Bookrunners, and/or any Lender on or before as of the Closing Date (including all such written information and data contained in (i) the Confidential with respect to Information Memorandum (as updated provided prior to the Closing Date and including all information incorporated by reference thereinDate) and (ii) the Credit Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein wasdid not, when furnishedtaken as a whole, incorrect in any material respect or contained contain any untrue statement of any a material fact as of any such date or omitted omit to state any a material fact necessary as of any such date in order to make such information and data (taken as a whole) the statements contained therein not materially misleading at such time in light of the circumstances under which such information statements were made. (b) The financial projections and estimates that have been made available to the Lead Arrangers, any Lenders or data was furnished the Administrative Agent by or on behalf of the Acquired Business or the Borrowers in connection with the Transactions (after giving effect i) have been prepared in good faith based upon assumptions believed by the preparer thereof to all supplements and updates), be reasonable as of the date thereof (it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, estimates (including financial estimates, forecasts, and other forward-looking information) or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”). (b) The Forward-Looking Information contained in the Confidential Information Memorandum were based on good faith estimates and assumptions believed by such Persons to be reasonable at the time made, it being recognized by the Lenders that all Forward-Looking Information as to future events projections are not to be viewed as facts or a guarantee of performance, are subject to significant uncertainties financial performance and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries and that actual results during the period or periods covered by any such Forward-Looking Information may differ from the projected results financial projections and such differences may be material), as of the date such projections or estimates were furnished to the Lenders (with respect to any such projections or estimates provided prior to the Closing Date) and as of the Closing Date and (ii) as of the Closing Date, have not been modified in any material respect by the Borrowers. The Audited Financial Statements and Unaudited Financial Statements with respect to each of Holdings and the Acquired Business, as applicable, present fairly, in all material respects, the consolidated financial position and results of Holdings or the Acquired Business, as applicable, as of the applicable date and for the applicable period (and, for the avoidance of doubt, do not include any material operations or cash flows that are not conducted by or attributable to Holdings or the Acquired Business, as applicable, immediately prior to the Closing Date) in accordance with GAAP; provided, however, that the Unaudited Financial Statements with respect to each of Holdings and the Acquired Business are subject to normal year-end adjustments and lack footnotes and other presentation items. The Audited Financial Statements and the Unaudited Financial Statements with respect to each of Holdings and the Acquired Business reflect the consistent application of GAAP throughout all periods identified therein, except as disclosed in the notes to such statements.

True and Complete Disclosure. (a) None of the written factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of the Borrower, any of the other Restricted Subsidiaries or any of their respective authorized representatives to the Administrative Agent, the any Joint Lead Arrangers and BookrunnersArranger, Joint Bookrunner and/or any Lender on or before the Closing Effective Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein was, when furnished, incorrect in any material respect or contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time (after giving effect to all supplements so furnished prior to such time of the Borrower as filed with the SEC from time to time) in light of the circumstances under which such information or data was furnished (after giving effect to all supplements and updates), furnished; it being understood and agreed that for the purposes of this Section 8.8(a9.8(a), such factual information and data shall not include pro forma financial information, projections, projections or estimates (including financial estimates, forecasts, forecasts and other forward-looking information) or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”)nature. (b) The Forwardprojections (including financial estimates, forecasts and other forward-Looking Information looking information) contained in the Confidential Information Memorandum information and data referred to in Section 9.8(a) were based on good faith estimates and assumptions believed by such Persons the Borrower to be reasonable at the time made, ; it being recognized by the Administrative Agent and the Lenders that all Forward-Looking Information such projections are as to future events and are not to be viewed as facts or a guarantee of performancefacts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries the Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such Forward-Looking Information projections may differ from the projected results and such differences may be material.

True and Complete Disclosure. (a) None of the The written factual information and or written factual data (taken as a wholewhole and giving effect to all public filings with the Securities and Exchange Commission made by the Borrower and/or any Parent Entity of the Borrower) heretofore or contemporaneously furnished by or on behalf of Holdings, the Borrower, any of the other Restricted its Subsidiaries or any of their respective authorized representatives in writing to the Administrative Agent, the Joint Lead Arrangers and Bookrunners, and/or any Agent or any Lender on or before the Closing Date (including all such written information in connection with the Transactions and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Documents) Documents for purposes of of, or in connection with with, this Agreement or any transaction contemplated herein was, when furnished, incorrect in any material respect or contained hereby does not contain any untrue statement of any material fact or omitted and does not omit to state any material fact necessary to make such information and data (taken as a wholewhole and giving effect to all public filings with the Securities and Exchange Commission made by the Borrower and/or any Parent Entity of the Borrower) not materially misleading at such time (after giving effect to all supplements so furnished from time to time) in light of the circumstances under which such information or data was furnished (after giving effect to all supplements and updates), furnished; it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, estimates projections (including financial estimates, forecasts, forecasts and other forward-looking information) ), pro forma financial information or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”)specific nature. (b) The Forward-Looking Information projections contained in the Confidential Information Memorandum information and data referred to in Section 8.8(a) were based on prepared in good faith estimates and based upon assumptions believed by such Persons Holdings and the Borrower to be reasonable at the time made, ; it being recognized by the Agents and the Lenders that all Forward-Looking Information such projections are as to future events and are not to be viewed as facts or a guarantee of performancefacts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of Holdings, the Borrower and its Subsidiaries the Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such Forward-Looking Information projections may differ from the projected results and such differences may be material.

True and Complete Disclosure. (a) None of the written factual information and written data (taken as a whole) concerning the Borrower, the Restricted Subsidiaries and their respective businesses heretofore or contemporaneously furnished by or on behalf of the Borrower, Borrower or any of the other Restricted Subsidiaries or any of their respective authorized representatives representatives, to the Administrative Agent, the any Joint Lead Arrangers and BookrunnersArranger, any Joint Bookrunner, and/or any Lender on or before the Closing ClosingFourth Amendment Effective Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein was, when furnished, incorrect in any material respect or contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was furnished (after giving effect to all supplements and updatesupdates from time to time), it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, estimates (including financial estimates, forecasts, and other forward-looking information) or other forward looking information and or information of a general economic or general industry nature (collectively, “Forward-Looking Information”)nature. (b) The Forward-Looking Information projections (including financial estimates and forecasts) contained in the Confidential Information Memorandum information and data referred to in clause (a) above were based on good faith estimates and assumptions believed by such Persons the Borrower to be reasonable at the time made, it being recognized by the Lenders that all Forward-Looking Information such projections as to future events are not to be viewed as facts or a guarantee of performance, are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries Subsidiaries, and that actual results during the period or periods covered by any such Forward-Looking Information projections may differ from the projected results and such differences may be material.

True and Complete Disclosure. (a) None of the written factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of Holdings, the Borrower, any of the other Restricted Subsidiaries of the Borrower or any of their respective authorized representatives to the Administrative Agent, the any Joint Lead Arrangers and Bookrunners, Arranger and/or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Documents) regarding Holdings, the Borrower and its Restricted Subsidiaries in connection with the Transactions for purposes of or in connection with this Agreement or any transaction contemplated herein was, when furnished, incorrect in any material respect or contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was furnished (after giving effect to all supplements and updates)furnished, it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, projections or estimates (including financial estimates, forecasts, pro forma financial information, budgets and other forward-looking information) or and, other forward forward-looking information and or statements regarding future conditions or operations or information of a general economic or general industry nature (collectively, “Forward-Looking Information”)nature. (ba) The Forward-Looking Information projections contained in the Confidential Information Memorandum were Lender Presentation are based on upon good faith estimates and assumptions believed by such Persons the Borrower to be reasonable at the time made, it being recognized by the Agents, Joint Lead Arrangers and the Lenders that all Forwardsuch projections, forward-Looking Information as to future events looking statements, estimates and pro forma financial information are not to be viewed as facts or a guarantee of performance, and are subject to significant uncertainties material contingencies and contingenciesassumptions, many of which are beyond the control of the Borrower and its Subsidiaries Credit Parties, and that actual results during the period or periods covered by any such Forwardprojections, forward-Looking Information looking statements, estimates and pro forma financial information may differ materially from the projected results and such differences may be materialresults.

True and Complete Disclosure. (a) None of the All written factual information and written data (taken as a whole) heretofore or contemporaneously furnished delivered by or on behalf of the Borrower, any of the other Restricted Subsidiaries Borrower or any of their respective authorized representatives its Subsidiaries to the Administrative AgentAgent and the Lenders (other than the Projections, the Joint Lead Arrangers and Bookrunners, and/or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein was, when furnished, incorrect in any material respect or contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was furnished (after giving effect to all supplements and updates), it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, estimates (including financial estimates, forecasts, forecasts and other forward-looking information) or other forward looking information and information of a general economic nature or general industry nature nature) (collectively, the “Forward-Looking Information”) concerning the Borrower, the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby 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 Transactions or the other transactions contemplated hereby and the negotiation of the Credit Documents (as modified or supplemented by other information so furnished), when taken as a whole, was true and correct in all material respects, as of the date when made and did not, taken as a whole, contain any untrue statement of a material fact as of the date when made 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. (b) The Forward-Looking Information contained Projections (i) have been prepared in the Confidential Information Memorandum were based on good faith estimates and based upon assumptions believed by such Persons the Borrower to be reasonable at as of the time made, date made (it being recognized by the Lenders understood that all Forward-Looking Information such Projections are as to future events and are not to be viewed as facts or a guarantee of performancefacts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries the Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such Forward-Looking Information projections may differ from the projected results and such differences may be material) and (ii) as of the Closing Date, have not been modified in any material respect by the Borrower. (c) As of the Closing Date, neither the Borrower nor any Restricted Subsidiary has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes or unusual forward or long-term commitments that, in each case, are not reflected in the financial statements delivered pursuant to Section 6(l) or have not otherwise been disclosed in writing to the Administrative Agent. (d) As of the Closing Date, to the knowledge of the Borrower, the information included in the Beneficial Ownership Certification (if delivered) on or prior to the Closing Date, to any Lender in connection with this Agreement is true and correct in all respects.

True and Complete Disclosure. (a) None of the written factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of the Borrower, any of the other Restricted Subsidiaries or any of their respective authorized representatives to the Administrative Agent, the any Joint Lead Arrangers Arranger and BookrunnersBookrunner, and/or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein was, when furnished, incorrect in any material respect or contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was furnished (after giving effect to all supplements and updates), it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, estimates (including financial estimates, forecasts, and other forward-looking information) or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”)nature. (b) The Forwardprojections (including financial estimates, budgets, forecasts, and other forward-Looking Information looking information) contained in the Confidential Information Memorandum information and data referred to in paragraph (a) above were based on good faith estimates and assumptions believed by such Persons to be reasonable at the time mademade and delivered to the Joint Lead Arrangers and Bookrunners and Lenders, it being recognized by the Lenders that all Forward-Looking Information such projections as to future events are not to be viewed as facts or a guarantee of performance, and are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries Borrower’s control, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such Forward-Looking Information projections may differ from the projected results and such differences may be material.

True and Complete Disclosure. (a) None of the written factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of Holdings, the Parent Borrower, any of the other Restricted Subsidiaries of the Parent Borrower or any of their respective authorized representatives to the Administrative Agent, the any Joint Lead Arrangers and Bookrunners, Arranger and/or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Documents) regarding Holdings, the Parent Borrower and its Restricted Subsidiaries in connection with the Transactions for purposes of or in connection with this Agreement or any transaction contemplated herein was, when furnished, incorrect in any material respect or contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was furnished (after giving effect to all supplements and updates)furnished, it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, projections or estimates (including financial estimates, forecasts, forecasts and other forward-looking information) or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”)nature. (b) The Forward-Looking Information contained in projections posted to the Confidential Information Memorandum were Lenders on November 2, 2017 are based on upon good faith estimates and assumptions believed by such Persons the Parent Borrower to be reasonable at the time made, it being recognized by the Agents, Joint Lead Arrangers and the Lenders that all Forwardsuch projections, forward-Looking Information as to future events looking statements, estimates and pro forma financial information are not to be viewed as facts or a guarantee of performance, and are subject to significant uncertainties material contingencies and contingenciesassumptions, many of which are beyond the control of the Borrower and its Subsidiaries Credit Parties, and that actual results during the period or periods covered by any such Forwardprojections, forward-Looking Information looking statements, estimates and pro forma financial information may differ materially from the projected results results. (c) The information set forth in each Borrowing Base Certificate is true and such differences may be materialcorrect in all material respects and has been prepared in all material respects in accordance with this Agreement. The Accounts that are identified by the Parent Borrower as Eligible Accounts and the Inventory that is identified by the Parent Borrower as Eligible Inventory, in each Borrowing Base Certificate submitted to the Administrative Agent, at the time of submission, comply in all material respects with the criteria set forth in the definitions of Eligible Accounts and Eligible Inventory, respectively.

True and Complete Disclosure. (a) None of the written All factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of the Borrower, any of U.S. Borrower and the other Restricted Subsidiaries or any of their respective authorized representatives Companies in writing to the Administrative Agent, the Joint Lead Arrangers and Bookrunners, and/or any Lender on or before the Closing Date (including including, without limitation, all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Transaction Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein is (or was, when furnishedon the Effective Date), incorrect and all other such factual information (taken as a whole) furnished by or on behalf of the Companies in writing to any Lender after the Effective Date was and will be, true and accurate in all material respect respects on the date as of which such information is dated or contained any untrue statement of any material fact or omitted certified and not incomplete by omitting to state any material fact necessary to make such information and data (information, taken as a whole) , not materially misleading at such time in light of the circumstances under which such information or data was furnished (after giving effect to all supplements provided. The projections and updates), it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, estimates information contained in or to be contained in such materials (including financial estimates, forecasts, and other forward-looking information) or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”). (b) The Forward-Looking Information contained the projections included in the Confidential Information Memorandum were budgets to be furnished pursuant to Section 7.1(c)) are and will be based on good faith estimates and assumptions believed by such Persons U.S. Borrower to be reasonable at the time made, it being recognized by the Lenders that all Forward-Looking Information such projections as to future events are not to be viewed as facts or a guarantee of performancefacts, are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries and that actual results during the period or periods covered by any such Forward-Looking Information projections may differ materially from the projected results and that U.S. Borrower makes no representation or warranty that such differences may projections, pro forma results or budgets will be materialrealized. There is no fact known any Borrower which materially and adversely affects the business, operations, property, assets, nature of assets, liabilities, condition (financial or otherwise) or prospects of the Companies, taken as a whole, which has not been disclosed herein or in such other documents, certificates and written statements furnished to the Lenders for use in connection with the transactions contemplated hereby.

True and Complete Disclosure. (a) None of the written factual information and or written factual data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of Holdings, the Borrower, any of the other Restricted its respective Subsidiaries or any of their respective authorized representatives in writing to the Administrative Agent, the Joint Lead Arrangers and Bookrunners, and/or any Agent or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) in the Credit Documents) for purposes of of, or in connection with with, this Agreement or any transaction contemplated herein was, when furnished, incorrect in any material respect or contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time (after giving effect to all supplements so furnished from time to time) in light of the circumstances under which such information or data was furnished (after giving effect to all supplements and updates), furnished; it being understood and agreed that for the purposes of this Section 8.8(a‎8.8(a), such factual information and data shall not include pro forma financial information, projections, estimates projections (including financial estimates, forecasts, forecasts and other forward-looking information) ), pro forma financial information or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”)specific nature. (b) The Forward-Looking Information projections contained in the Confidential Information Memorandum information and data referred to in Section ‎8.8(a) were based on prepared in good faith estimates and based upon assumptions believed by such Persons Holdings and the Borrower to be reasonable at the time made, ; it being recognized by the Agents and the Lenders that all Forward-Looking Information such projections are as to future events and are not to be viewed as facts or a guarantee of performancefacts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of Holdings, the Borrower and its Subsidiaries the Restricted Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such Forward-Looking Information projections may differ from the projected results and such differences may be material.

True and Complete Disclosure. (a) None of the written factual All information and written data (taken as a wholeexcluding projections) heretofore or contemporaneously furnished concerning Holdings, the Borrower and their respective Subsidiaries and the transactions contemplated herein which have been prepared by or on behalf of the Borrower, any of the other Restricted Subsidiaries or any of their respective authorized representatives Credit Parties and that have been made available to the Administrative Agent, the Joint Lead Arrangers and Bookrunners, and/or Agent or any Lender by or on or before behalf of the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated Credit Parties prior to the Closing Date in connection with the transactions contemplated herein do not and including will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading. (b) All other factual information furnished on or after the Closing Date by or on behalf of the Credit Parties or any of their Subsidiaries in writing to the Administrative Agent or any Lender (including, without limitation, all information incorporated by reference therein) and (ii) contained in the Credit Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein wasis, when furnishedand will be, incorrect true and accurate in any all material respect respects on the date as of which such information is dated or contained any untrue statement of any material fact or omitted certified and not incomplete by omitting to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was furnished (after giving effect to all supplements provided. The projections and updates), it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, estimates (including financial estimates, forecasts, and other forward-looking information) or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”). (b) The Forward-Looking Information contained in the Confidential Information Memorandum were such materials are based on good faith estimates and assumptions believed by such Persons to be reasonable at the time made, it being recognized by the Lenders that all Forward-Looking Information such projections as to future events are not to be viewed as facts or a guarantee of performance, are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries and that actual results during the period or periods covered by any such Forward-Looking Information projections may differ from the projected results results. There is no fact known to any Credit Party which materially and adversely affects the business, operations, property, assets, liabilities or condition (financial or otherwise) of any such differences may be materialCredit Party and its respective Subsidiaries which has not been disclosed herein or in such other documents, certificates and statements furnished to the Lenders for use in connection with the transactions contemplated hereby.

True and Complete Disclosure. (a) None of the written factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of the Borrower, CGI Borrower or any of the other its Restricted Subsidiaries or any of their respective authorized representatives to the Administrative Agent, the any Joint Lead Arrangers Arranger and BookrunnersBookrunner, and/or any Lender on or before the Sixth Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Sixth Closing Date Date) concerning Holdings, the Borrowers and including all information incorporated by reference therein) and (ii) the Credit Documents) their respective Subsidiaries for purposes of or in connection with this Agreement or any transaction contemplated herein was, when furnished, incorrect in any material respect or contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was furnished (after giving effect to all supplements and updates), it being understood and agreed that for the purposes of this Section 8.8(a9.8(a), such factual information and data shall not include pro forma financial information, projections, estimates (including financial estimates, forecasts, and other forward-looking information) or other forward looking information and or information of a general economic or general industry nature (collectively, “Forward-Looking Information”)nature. (b) The Forward-Looking Information projections (including financial estimates and forecasts) contained in the Confidential Information Memorandum information and data referred to in paragraph (a) above were based on good faith estimates and assumptions believed by such Persons the Borrowers to be reasonable at the time made, it being recognized by the Lenders that all Forward-Looking Information such projections as to future events are not to be viewed as facts or a guarantee of performance, are subject to significant uncertainties and contingencies, many of which are beyond the control of the CGI Borrower and its Subsidiaries and that actual results during the period or periods covered by any such Forward-Looking Information projections may differ from the projected results and such differences may be material.

True and Complete Disclosure. (a) None of the written All factual information and written data (taken as a whole) heretofore or contemporaneously ), including the Business Plan, furnished by or on behalf of the Borrower, any member of the other Restricted Subsidiaries Borrower Group in writing to or for the benefit of any of their respective authorized representatives particular Lender (referred to the herein as a "Relevant Lender," which term includes Administrative Agent, the Joint Lead Arrangers ) was true and Bookrunners, and/or any Lender on or before the Closing Date (including accurate in all such written information and data contained in material respects (i) in the Confidential Information Memorandum (case of the Business Plan, as updated prior to of the Closing Date and including all information incorporated by reference therein) Date, and (ii) with respect to all other factual information (including updates of the Credit Documents) for purposes Business Plan), on the dates as of or in connection with this Agreement or any transaction contemplated herein was, when which such information was furnished, incorrect in any material respect or contained any untrue statement of any material fact or omitted and was not incomplete by omitting to state any material fact necessary to make such information and data (taken as a whole) not materially misleading in any material respect at such time in light of the circumstances under which such information was furnished; provided, however, that, except as otherwise expressly set forth in this Agreement, the sole representation of each member of the Borrower Group with respect to projections, estimates or data was furnished other expressions of view as to future circumstances shall be that such projections, estimates or other expressions of view as to future circumstances (after giving effect i) were prepared in good faith, (ii) fairly present in all material respects the Borrower Group's expectations as to all supplements and updates), the matters covered thereby as of their respective date(s) of delivery (it being understood and agreed that for assumptions utilized therein were believed by the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, estimates (including financial estimates, forecasts, and other forward-looking information) or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”). (b) The Forward-Looking Information contained Borrower Group in the Confidential Information Memorandum were based on good faith estimates and assumptions believed by such Persons to be reasonable in light of conditions existing at the time madeof preparation thereof, it being recognized by the Lenders that all Forward-Looking Information as to future events are not to be viewed as facts or a guarantee of performance, are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries and but that actual results during the period or periods covered by any such Forward-Looking Information may differ vary from the projected results contained therein), (iii) were based on reasonable assumptions as to all factual and legal matters material to the estimates therein (including interest rates and costs) as of their respective date(s) of delivery, and (iv) were in all material respects consistent with the provisions of the Loan Documents as of their respective date(s) of delivery. There are no statements, assumptions or conclusions in the Business Plan, as of the date of delivery thereof, which are based upon or include information known as of such differences may delivery date to any member of the Borrower Group to be materialmisleading or which fail to take into account material information regarding the matters reported therein. As of the Closing Date there are in existence no documents, agreements or other information which have not been disclosed to the Relevant Lender in writing which are material in the context of the Loan Documents or which have the effect of varying any of the Loan Documents.

True and Complete Disclosure. (a) None of the written All factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of the Borrower, any of U.S. Borrower and the other Restricted Subsidiaries or any of their respective authorized representatives Companies in writing to the Administrative Agent, the Joint Lead Arrangers and Bookrunners, and/or any Lender on or before the Closing Date (including including, without limitation, all such written information and data contained in (i) the Transaction Documents and the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit DocumentsMemorandum) for purposes of or in connection with this Agreement or any transaction contemplated herein is (or was, when furnishedon the Closing Date), incorrect and all other such factual information (taken as a whole) furnished by or on behalf of the Companies in writing to any Lender after the Closing Date was and will be, true and accurate in all material respect respects on the date as of which such information is dated or contained any untrue statement of any material fact or omitted certified and not incomplete by omitting to state any material fact necessary to make such information and data (information, taken as a whole) , not materially misleading at such time in light of the circumstances under which such information or data was furnished (after giving effect to all supplements provided. The projections and updates), it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, estimates information contained in or to be contained in such materials (including financial estimates, forecasts, and other forward-looking information) or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”). (b) The Forward-Looking Information contained the projections included in the Confidential Information Memorandum were and the budgets to be furnished pursuant to Section 7.1(c)) are and will be based on good faith estimates and assumptions believed by such Persons U.S. Borrower to be reasonable at the time made, it being recognized by the Lenders that all Forward-Looking Information such projections as to future events are not to be viewed as facts or a guarantee of performancefacts, are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries and that actual results during the period or periods covered by any such Forward-Looking Information projections may differ materially from the projected results and that U.S. Borrower makes no representation or warranty that such differences may projections, pro forma results or budgets will be materialrealized. There is no fact known to U.S. Borrower which materially and adversely affects the business, operations, property, assets, nature of assets, liabilities, condition (financial or otherwise) or prospects of the Companies, taken as a whole, which has not been disclosed herein or in such other documents, certificates and written statements furnished to the Lenders for use in connection with the transactions contemplated hereby.

True and Complete Disclosure. (a) None of the written All factual information and written data ---------------------------- (taken as a whole) heretofore or contemporaneously furnished by or on behalf of Holding or the Borrower, any of Borrower in writing to the other Restricted Subsidiaries Agent or any of their respective authorized representatives to the Administrative AgentLender (including, the Joint Lead Arrangers and Bookrunnerswithout limitation, and/or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior delivered to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Documents) Agent for purposes of or in connection with this Credit Agreement or the Transaction does not, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of Holding or the Borrower in writing to the Agent or any transaction contemplated herein wasLender will not, when furnishedas of the date as of which such information is dated or certified, incorrect in any material respect or contained contain any untrue statement of any a material fact or omitted omit to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at as of such time time, in each case in light of the circumstances under which such information or data was furnished (after giving effect to all supplements and updates)provided, it being understood and agreed that for the purposes of this Section 8.8(a)6.9, such factual information and data shall not include projections and pro forma financial information, projections, estimates (including financial estimates, forecasts, and other forward-looking information) or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”).. --- ----- (b) The Forward-Looking Information projections and pro forma financial information contained in --- ----- the Confidential Information Memorandum were factual information referred to in clause (a) above are based on good faith estimates and assumptions believed by such Persons the Borrower to be reasonable at the time made, it being recognized by the Lenders that all Forward-Looking Information such projections as to future events are not to be viewed as facts or a guarantee of and necessarily were based upon numerous assumptions with respect to industry performance, are subject to significant uncertainties general business and contingencieseconomic and competitive conditions and uncertainties, many of taxes and other matters which are beyond the control of Holding, the Borrower and its Subsidiaries the Borrower's Subsidiaries, such that there can be no assurance that such projections will be realized and that actual results during the period or periods covered by any such Forward-Looking Information may differ from the projected results and such differences may be materialresults.

True and Complete Disclosure. (a) None of the written All factual information and written data (taken as a whole) heretofore or contemporaneously ), including the Business Plan, furnished by or on behalf of the Borrower, any member of the other Restricted Subsidiaries Borrower Group in writing to or for the benefit of any of their respective authorized representatives particular Senior Lender (referred to herein as a "Relevant Lender," which term includes the Collateral Agent or the applicable Administrative Agent, Agent under the Joint Lead Arrangers Credit Agreement to which such Relevant Lender is a party) was true and Bookrunners, and/or any Lender on or before the Closing Date (including accurate in all such written information and data contained in material respects (i) in the Confidential Information Memorandum (case of the Original Business Plan, as updated prior to of the Closing Date and including all information incorporated by reference therein) Date, and (ii) with respect to all other factual information (including updates of the Credit Documents) for purposes Business Plan), on the dates as of or in connection with this Agreement or any transaction contemplated herein was, when which such information was furnished, incorrect in any material respect or contained any untrue statement of any material fact or omitted and was not incomplete by omitting to state any material fact necessary to make such information and data (taken as a whole) not materially misleading in any material respect at such time in light of the circumstances under which such information was furnished; provided, however, that, except as otherwise expressly set forth in this Agreement, the sole representation of each member of the Borrower Group with respect to projections, estimates or data was furnished other expressions of view as to future circumstances shall be that such projections, estimates or other expressions of view as to future circumstances (after giving effect i) were prepared in good faith, (ii) fairly present in all material respects the Borrower Group's expectations as to all supplements and updates)the matters covered thereby as of their respective date(s) of delivery (or, in the case of the Original Business Plan, as of the Closing Date) (it being understood and agreed that for assumptions utilized therein were believed by the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, estimates (including financial estimates, forecasts, and other forward-looking information) or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”). (b) The Forward-Looking Information contained Borrower Group in the Confidential Information Memorandum were based on good faith estimates and assumptions believed by such Persons to be reasonable in light of conditions existing at the time madeof preparation thereof, it being recognized by the Lenders that all Forward-Looking Information as to future events are not to be viewed as facts or a guarantee of performance, are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries and but that actual results during the period or periods covered by any such Forward-Looking Information may differ vary from the projected results contained therein), (iii) were based on reasonable assumptions as to all factual and legal matters material to the estimates therein (including interest rates and costs) as of their respective date(s) of delivery (or, in the case of the Original Business Plan, as of the Closing Date), and (iv) were in all material respects consistent with the provisions of the Transaction Documents as of their respective date(s) of delivery (or, in the case of the Original Business Plan, as of the Closing Date). There are no statements, assumptions or conclusions in the Business Plan, as of the date of delivery thereof, which are based upon or include information known as such differences may delivery date to any member of the Borrower Group to be materialmisleading or which fail to take into account material information regarding the matters reported therein. As of the Closing Date there are in existence no documents, agreements or other information which have not been disclosed to the Relevant Lender in writing which are material in the context of the Transaction Documents or which have the effect of varying any of the Transaction Documents.

True and Complete Disclosure. (a) None of the written factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of Holdings, the Borrower, any of the other Restricted Subsidiaries or any of their respective authorized representatives to the Administrative Agent, the any Joint Lead Arrangers and Bookrunners, Arranger and/or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum Lender Presentation (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein was, when furnished, incorrect in any material respect or contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was furnished (after giving effect to all supplements and updates), it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, estimates (including financial estimates, forecasts, forecasts and other forward-looking information) or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”)nature. (b) The Forwardprojections (including financial estimates, forecasts and other forward-Looking Information looking information) contained in the Confidential Information Memorandum information and data referred to in paragraph (a) above were based on good faith estimates and assumptions believed by such Persons to be reasonable at the time made, it being recognized by the Lenders that all Forward-Looking Information such projections as to future events are not to be viewed as facts or a guarantee of performance, are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries and that actual results during the period or periods covered by any such Forward-Looking Information projections may differ from the projected results and such differences may be material.

True and Complete Disclosure. (a) None All information and data (excluding projections) concerning each of Holdings and the Borrower and its Subsidiaries and the transactions contemplated herein which have been prepared by Holdings and the Borrower and that have been made available to the Administrative Agent or any Lender by or on behalf of Holdings and the Borrower prior to the Effective Date in connection with the transactions contemplated herein (including the Confidential Information Memorandum), when taken as a whole, do not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading, provided that as to any such information that is specified as having been supplied by third parties other than third parties that are Affiliates of the written Borrower at the time such information is supplied, Holdings and the Borrower represent only that it is not aware of any material misstatement therein or omission therefrom. All financial projections that have been prepared by Holdings and the Borrower and that have been made available prior to the Effective Date to the Administrative Agent and/or any Lender by Holdings and the Borrower have been prepared in good faith based upon assumptions believed by Holdings and the Borrower at the time to be reasonable. (b) All other factual information and written data (taken as a whole) heretofore furnished on or contemporaneously furnished after the Effective Date by or on behalf of Holdings, the Borrower, any of the other Restricted Subsidiaries Borrower or any of their respective authorized representatives Subsidiaries in writing to the Administrative Agent, the Joint Lead Arrangers and Bookrunners, and/or Agent or any Lender on or before the Closing Date (including including, without limitation, all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein wasis, when furnishedand will be, incorrect true and accurate in any all material respect respects on the date as of which such information is dated or contained any untrue statement of any material fact or omitted certified and not incomplete by omitting to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was furnished (after giving effect to all supplements provided. The projections and updates), it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, estimates (including financial estimates, forecasts, and other forward-looking information) or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”). (b) The Forward-Looking Information contained in the Confidential Information Memorandum were such materials are based on good faith estimates and assumptions believed by such Persons to be reasonable at the time made, it being recognized by the Lenders that all Forward-Looking Information such projections as to future events are not to be viewed as facts or a guarantee of performance, are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries and that actual results during the period or periods covered by any such Forward-Looking Information projections may differ from the projected results results. There is no fact known to any Credit Party which materially and adversely affects the business, operations, property, assets or condition (financial or otherwise) of any such differences may be materialCredit Party and its respective Subsidiaries, taken as a whole, which has not been disclosed herein or in such other documents, certificates and statements furnished to the Lenders for use in connection with the transactions contemplated hereby.

True and Complete Disclosure. (a) None of the written factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of the Borrower, any of the other Restricted Subsidiaries or any of their respective authorized representatives to the Administrative Agent, the Joint Lead Arrangers and BookrunnersArrangers, the Bookrunner and/or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Documents) for purposes or delivered hereunder or under any of or in connection with this Agreement or any transaction contemplated herein was, when furnished, incorrect in any material respect or the other Credit Documents contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time (after giving effect to all supplements so furnished prior to such time) in light of the circumstances under which such information or data was furnished (after giving effect to all supplements and updates), furnished; it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, projections or estimates (including financial estimates, forecasts, forecasts and other forward-looking information) or other forward looking information and information of a general economic or general industry nature (collectively, “Forward-Looking Information”)nature. (b) The Forwardprojections (including financial estimates, forecasts and other forward-Looking Information looking information) contained in the Confidential Information Memorandum information and data referred to in Section 8.8(a) were based on good faith estimates and assumptions believed by such Persons the Borrower to be reasonable at the time made, ; it being recognized by the Administrative Agent and the Lenders that all Forward-Looking Information such projections are as to future events and are not to be viewed as facts or a guarantee of performancefacts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries the Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such Forward-Looking Information projections may differ from the projected results and such differences may be material.

True and Complete Disclosure. (a) None All written information (other than estimates and information of a general economic nature or general industry nature) (x) concerning the written factual information Borrower, the Subsidiaries, the Transactions and written data (taken as a whole) heretofore any other transactions contemplated hereby or contemporaneously furnished otherwise prepared by or on behalf of the Borrower, foregoing or their representatives and made available to any of Lenders or the Administrative Agent in connection with the Transactions or the other Restricted Subsidiaries or any of their respective authorized representatives to transactions contemplated hereby and (y) contained in the Administrative AgentHistorical Financial Statements and all other public filings by the Borrower since August 4, 2016 through the Joint Lead Arrangers and Bookrunners, and/or any Lender on or before the Closing Effective Date (including all such written information and data contained in clauses (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference thereinx) and (ii) y), the Credit Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein was“Information”), when furnishedtaken as a whole, incorrect was true and correct in any all material respect respects as of the date the Information was furnished to the Lenders or contained publicly filed, as applicable, and as of the Effective Date and did not, taken as a whole, contain any untrue statement of any a material fact as of any such date or omitted omit to state any a material fact necessary in order to make such information and data (the statements contained therein, taken as a whole) , not materially misleading at such time in light of the circumstances under which such information or data was furnished statements were made. (after giving effect to all supplements and updates), it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, b) The estimates (including financial estimates, forecasts, and other forward-looking information) or other 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 Transactions or the other transactions contemplated hereby (collectively, “Forward-Looking Information”). (bi) The Forward-Looking Information contained have been prepared in the Confidential Information Memorandum were based on good faith estimates and based upon assumptions believed by such Persons the Borrower to be reasonable at as of the time madedate thereof, it being recognized as of the date such estimates were furnished to the Lenders and as of the Effective Date, and (ii) as of the Effective Date, have not been modified in any material respect by the Lenders that all Forward-Looking Information as to future events are not to be viewed as facts or a guarantee of performance, are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries and that actual results during the period or periods covered by any such Forward-Looking Information may differ from the projected results and such differences may be materialBorrower.