Common use of True and Complete Disclosure Clause in Contracts

True and Complete Disclosure. The information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of the Borrower Parties to the Administrative Agent or any Lender in connection with the negotiation, preparation or delivery of this Agreement and the other Loan Documents or included herein or therein or delivered pursuant hereto or thereto, do not contain any untrue statement of material fact or omit to state any material fact known to the Borrower necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading. All written information furnished after the date hereof by any Borrower Party to the Administrative Agent and the Lenders in connection with this Agreement and the other Loan Documents and the Transactions will, to the Borrower’s knowledge, be true, complete and accurate in every material respect, or (in the case of projections) based on reasonable estimates, on the date as of which such information is stated or certified. There is no fact presently known to the Borrower or the Borrower’s Manager that could reasonably be anticipated to have a Material Adverse Effect that has not been disclosed herein, in the other Loan Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the Administrative Agent or the Lenders for use in connection with the Transactions.

True and Complete Disclosure. The information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of the Borrower Parties to the Administrative Agent Seller or any Lender of its Subsidiaries to Buyer in connection with the negotiation, preparation or delivery of this Agreement and the other Loan Documents Principal Agreements or included herein or therein or delivered pursuant hereto or thereto, when taken as a whole, do not contain any untrue statement of material fact or omit to state any material fact known to the Borrower necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading. All written information furnished after the date hereof by or on behalf of Seller or any Borrower Party of its Subsidiaries to the Administrative Agent and the Lenders Buyer in connection with this Agreement and the other Loan Documents Principal Agreements and the Transactions will, to the Borrower’s knowledge, transactions contemplated hereby and thereby will be true, complete and accurate in every material respect, or (in the case of projections) based on reasonable estimates, on the date as of which such information is stated or certified. There is no fact presently known to the Borrower or the Borrower’s Manager that Seller that, after due inquiry, could reasonably be anticipated expected to have a Material Adverse Effect that has not been disclosed herein, in the other Loan Documents Principal Agreements or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the Administrative Agent or the Lenders Buyer for use in connection with the Transactionstransactions contemplated hereby or thereby.

True and Complete Disclosure. The information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of the Borrower Parties to the Administrative Agent Seller or any Lender of its Subsidiaries to Buyer in connection with the negotiation, preparation or delivery of this Agreement and the other Loan Program Documents or included herein or therein or delivered pursuant hereto or thereto, when taken as a whole, do not contain any untrue statement of material fact or omit to state any material fact known to the Borrower necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading. All written information furnished after the date hereof by or on behalf of Seller or any Borrower Party of its Subsidiaries to the Administrative Agent and the Lenders Buyer in connection with this Agreement and the other Loan Program Documents and the Transactions will, to the Borrower’s knowledge, transactions contemplated hereby and thereby will be true, complete and accurate in every material respect, or (in the case of projections) based on reasonable estimates, on the date as of which such information is stated or certified. There is no fact presently known to the Borrower or the Borrower’s Manager that a Responsible Officer that, after due inquiry, could reasonably be anticipated expected to have a Material Adverse Effect that has not been disclosed herein, in the other Loan Program Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the Administrative Agent or the Lenders Buyer for use in connection with the Transactionstransactions contemplated hereby or thereby.

True and Complete Disclosure. The information, reports, financial statements, exhibits exhibits, schedules and schedules other documents furnished in writing by or on behalf of the Borrower Parties Obligors to the Administrative Agent or any Lender in connection with the negotiation, preparation or delivery of this Agreement and the other Loan Documents or included herein or therein or delivered pursuant hereto or thereto, when taken as a whole do not contain any untrue statement of material fact or omit to state any material fact known to the Borrower necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading. All written information furnished after the date hereof by any Borrower Party the Company and its Subsidiaries to the Administrative Agent and the Lenders in connection with this Agreement and the other Loan Documents and the Transactions will, to the Borrower’s knowledge, transactions contemplated hereby and thereby will be true, complete and accurate in every material respect, or (in the case of projections) based on reasonable estimates, on the date as of which such information is stated or certified. There is no fact presently known to the Borrower or the Borrower’s Manager Company that could reasonably be anticipated expected to have a Material Adverse Effect that has not been disclosed herein, in the other Loan Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the Administrative Agent or the Lenders for use in connection with the Transactionstransactions contemplated hereby or thereby.

True and Complete Disclosure. The information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of the Borrower Parties Seller to the Administrative Agent or any Lender Buyer in connection with the negotiation, preparation or delivery of this Repurchase Agreement and the other Loan Repurchase Documents or included herein or therein or delivered pursuant hereto or thereto, when taken as a whole, do not contain any untrue statement of material fact or omit to state any material fact known to the Borrower necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading. All written information furnished after the date hereof by any Borrower Party or on behalf of the Seller to the Administrative Agent and the Lenders Buyer in connection with this Repurchase Agreement and the other Loan Repurchase Documents and the Transactions will, to the Borrower’s knowledge, transactions contemplated hereby and thereby will be true, complete true and accurate in every material respect, or (in the case of projections) based on reasonable estimates, on the date as of which such information is stated or certified. There is no fact presently known to a Responsible Officer of the Borrower or the Borrower’s Manager Seller that could reasonably be anticipated expected to have a Material Adverse Effect with respect to Seller that has not been disclosed herein, in the other Loan Repurchase Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the Administrative Agent or the Lenders Buyer for use in connection with the Transactionstransactions contemplated hereby. No fraud that involves management or other employees who have a significant role in the internal controls of the Seller over financial reporting has occurred.

True and Complete Disclosure. The information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of the Borrower Parties Seller or any of its Subsidiaries to the Administrative Agent or any Lender Buyer in connection with the negotiation, preparation or delivery of this Agreement and the other Loan Program Documents or included herein or therein or delivered pursuant hereto or thereto, when taken as a whole, do not contain any untrue statement of material fact or omit to state any material fact known to the Borrower necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading. All written information furnished after the date hereof by or on behalf of the Seller or any Borrower Party of its Subsidiaries to the Administrative Agent and the Lenders Buyer in connection with this Agreement and the other Loan Program Documents and the Transactions will, to the Borrower’s knowledge, transactions contemplated hereby and thereby will be true, complete and accurate in every material respect, or (in the case of projections) based on reasonable estimates, on the date as of which such information is stated or certified. There is no fact presently known to the Borrower or the Borrower’s Manager that a Responsible Officer that, after due inquiry, could reasonably be anticipated expected to have a Material Adverse Effect that has not been disclosed herein, in the other Loan Program Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the Administrative Agent or the Lenders Buyer for use in connection with the Transactionstransactions contemplated hereby or thereby.

True and Complete Disclosure. The information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of the Borrower Parties each Seller Party or Servicer to the Administrative Agent or any Lender Buyer in connection with the negotiation, preparation or delivery of this Agreement and the other Loan Program Documents or included herein or therein or delivered pursuant hereto or thereto, when taken as a whole, do not contain any untrue statement of material fact or omit to state any material fact known to the Borrower necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading. All written information furnished after the date hereof by or on behalf of each Seller Party or Servicer or any Borrower Party of its Subsidiaries to the Administrative Agent and the Lenders Buyer in connection with this Agreement and the other Loan Program Documents and the Transactions will, to the Borrower’s knowledge, transactions contemplated hereby and thereby will be true, complete and accurate in every material respect, or (in the case of projections) based on reasonable estimates, on the date as of which such information is stated or certified. There is no fact presently known to the Borrower or the Borrower’s Manager that a Responsible Officer that, after due inquiry, could reasonably be anticipated expected to have a Material Adverse Effect that has not been disclosed herein, in the other Loan Program Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the Administrative Agent or the Lenders Buyer for use in connection with the Transactionstransactions contemplated hereby or thereby.

True and Complete Disclosure. The information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of the Borrower Parties Borrowers to the Administrative Agent or any Lender and the Lenders in connection with the negotiation, preparation or delivery of this Loan Agreement and the other Loan Documents or included herein or therein or delivered pursuant hereto or thereto, when taken as a whole, do not contain any untrue statement of material fact or omit to state any material fact known to the Borrower necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading. All written information furnished after the date hereof by any Borrower Party or on behalf of the Borrowers to the Administrative Agent and the Lenders in connection with this Loan Agreement and the other Loan Documents and the Transactions will, to the Borrower’s knowledge, transactions contemplated hereby and thereby will be true, complete and accurate in every material respect, or (in the case of projections) based on reasonable estimates, on the date as of which such information is stated or certified. There is no fact presently known to the Borrower or the a Responsible Officer of a Borrower’s Manager , after due inquiry, that could reasonably be anticipated expected to have a Material Adverse Effect that has not been disclosed herein, in the other Loan Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the Administrative Agent or the Lenders for use in connection with the Transactionstransactions contemplated hereby or thereby.

True and Complete Disclosure. The information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of the Borrower and the Related Parties to the Administrative Agent or any Lender in connection with the negotiation, preparation or delivery of this Agreement and Loan Agreement, the other Loan Documents or included herein or therein or delivered pursuant hereto or thereto, when taken as a whole, do not contain any untrue statement of material fact or omit to state any material fact known to the Borrower necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading. All written information furnished after the date hereof by any or on behalf of the Borrower Party to the Administrative Agent and the Lenders Lender in connection with this Agreement and Loan Agreement, the other Loan Documents and the Transactions will, to the Borrower’s knowledge, transactions contemplated hereby and thereby will be true, complete and accurate in every material respect, or (in the case of projections) based on reasonable estimates, on the date as of which such information is stated or certified. There is no Material Adverse Change and no fact presently known to the Borrower or the Borrower’s Manager that a Responsible Officer that, after due inquiry, could reasonably be anticipated expected to have a Material Adverse Effect that has not been disclosed herein, in the other Loan Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the Administrative Agent or the Lenders Lender for use in connection with the Transactionstransactions contemplated hereby or thereby.

True and Complete Disclosure. The information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of the Borrower Parties Company to the Administrative Agent or any Lender in connection with the negotiation, preparation or delivery of this Agreement and the other Loan Documents or included herein or therein or delivered pursuant hereto or thereto, when taken as a whole (together with the Information Memorandum) do not contain any untrue statement of material fact or omit to state any material fact known to the Borrower necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading. All written information furnished after the date hereof by any Borrower Party the Company and its Subsidiaries to the Administrative Agent and the Lenders in connection with this Agreement and the other Loan Documents and the Transactions will, to the Borrower’s knowledge, transactions contemplated hereby and thereby will be true, complete and accurate in every material respect, or (in the case of projections) based on reasonable estimates, on the date as of which such information is stated or certified. There is no fact presently known to the Borrower or the Borrower’s Manager Company that could reasonably be anticipated expected to have a Material Adverse Effect that has not been disclosed herein, in the other Loan Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the Administrative Agent or the Lenders for use in connection with the Transactionstransactions contemplated hereby or thereby.

True and Complete Disclosure. The information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of the Borrower Parties Seller to the Administrative Agent or any Lender Buyer in connection with the negotiation, preparation or delivery of this Repurchase Agreement and the other Loan Repurchase Documents or included herein or therein or delivered pursuant hereto or thereto, when taken as a whole, do not contain any untrue statement of material fact or omit to state any material fact known to the Borrower necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading. All written information furnished after the date hereof by any Borrower Party or on behalf of the Seller to the Administrative Agent and the Lenders Buyer in connection with this Repurchase Agreement and the other Loan Repurchase Documents and the Transactions will, to the Borrower’s knowledge, transactions contemplated hereby and thereby will be true, complete and accurate in every material respect, or (in the case of projections) based on reasonable estimates, on the date as of which such information is stated or certified. There is no fact presently known to a Responsible Officer of the Borrower or the Borrower’s Manager Seller, after due inquiry, that could reasonably be anticipated expected to have a Material Adverse Effect that has not been disclosed herein, in the other Loan Repurchase Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the Administrative Agent or the Lenders Buyer for use in connection with the Transactionstransactions contemplated hereby or thereby.

True and Complete Disclosure. The information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of the Borrower Parties Obligors to the Administrative Agent or any Lender in connection with the negotiation, preparation or delivery of this Agreement and the other Loan Basic Documents or included herein or therein or delivered pursuant hereto or thereto, when taken as a whole do not contain any untrue statement of material fact or omit to state any material fact known to the Borrower necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleadingmisleading in any material respects. All written information furnished after the date hereof by any Borrower Party the Company and the other Obligors to the Administrative Agent and the Lenders in connection with this Agreement and the other Loan Basic Documents and the Transactions will, to the Borrower’s knowledge, transactions contemplated hereby and thereby will be true, complete and accurate in every material respect, or (in the case of projections) based on reasonable good faith estimates, on the date as of which such information is stated or certified. There is no fact presently known to the Borrower Company or the Borrower’s Manager any other Obligor that could reasonably be anticipated to have a Material Adverse Effect that has not been disclosed herein, in the other Loan Basic Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the Administrative Agent or the Lenders for use in connection with the Transactionstransactions contemplated hereby or thereby.

True and Complete Disclosure. The information, reports, financial ---------------------------- statements, exhibits and schedules furnished in writing by or on behalf of the Borrower Parties Borrowers to the Administrative Agent or any Lender in connection with the negotiation, preparation or delivery of this Agreement and the other Loan Documents or included herein or therein or delivered pursuant hereto or thereto, when taken as a whole do not contain any untrue statement of material fact or omit to state any material fact known to the Borrower necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading. All written information furnished after the date hereof by any Borrower Party the Borrowers and their Subsidiaries to the Administrative Agent and the Lenders in connection with this Agreement and the other Loan Documents and the Transactions will, to the Borrower’s knowledge, transactions contemplated hereby and thereby will be true, complete and accurate in every material respect, or (in the case of projections) based on reasonable estimates, on the date as of which such information is stated or certified. There is no fact presently known to the Borrower or the Borrower’s Manager Borrowers that could reasonably be anticipated to have a Material Adverse Effect (other than facts affecting the cable television industry in general) that has not been disclosed herein, in the other Loan Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the Administrative Agent or the Lenders for use in connection with the Transactionstransactions contemplated hereby or thereby.

True and Complete Disclosure. The information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf at the direction of the Borrower Parties Guarantor to the Administrative Agent or any Lender Purchaser in connection with the negotiation, preparation or delivery of this Agreement Guarantee and the other Loan Repurchase Documents or included herein or therein or delivered pursuant hereto or thereto, when taken as a whole, (x) do not contain any untrue statement of material fact or omit to state any and (y) contain all statements of material fact known to the Borrower necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleadingtrue. All written information furnished after the date hereof by any Borrower Party or at the direction of Guarantor to the Administrative Agent and the Lenders Purchaser in connection with this Agreement and Guarantee or the other Loan Repurchase Documents and the Transactions willtransactions contemplated hereby and thereby, to the Borrower’s knowledge, will be true, complete and accurate in every material respect, or (in the case of projections) will be based on reasonable estimates, on the date as of which such information is stated or certified. There is no fact presently known to the Borrower or best knowledge of the Borrower’s Manager chief financial officer and treasurer of Guarantor, after due inquiry, that could reasonably be anticipated expected to have a Material Adverse Effect that has not been disclosed herein, in the other Loan Documents herein or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the Administrative Agent or the Lenders Purchaser for use in connection with the Transactions.

True and Complete Disclosure. The information, reports, financial statements, exhibits and schedules (including the Information Memorandum) furnished in writing by or on behalf of the Borrower Parties Borrowers to the Administrative Agent or any Lender in connection with the negotiation, preparation or delivery of this Agreement and the other Loan Documents or included herein or therein or delivered pursuant hereto or thereto, when taken as a whole do not contain any untrue statement of material fact or omit to state any material fact known to the Borrower necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading. All written information furnished after the date hereof by any Borrower Party the Borrowers and their Subsidiaries to the Administrative Agent and the Lenders in connection with this Agreement and the other Loan Documents and the Transactions will, to the Borrower’s knowledge, transactions contemplated hereby and thereby will be true, complete and accurate in every material respect, or (in the case of projections) based on reasonable estimates, on the date as of which such information is stated or certified. There is no fact presently known to the Borrower or the Borrower’s Manager Borrowers that could reasonably be anticipated expected to have a Material Adverse Effect (other than facts affecting the cable television industry in general) that has not been disclosed herein, in the other Loan Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the Administrative Agent or the Lenders for use in connection with the Transactionstransactions contemplated hereby or thereby.

True and Complete Disclosure. The information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of the Borrower Parties to the Administrative Agent any Seller or any Lender of its Subsidiaries or Affiliates to Buyer in connection with the negotiation, preparation or delivery of this Agreement and the other Loan Program Documents or included herein or therein or delivered pursuant hereto or thereto, when taken as a whole, do not contain any untrue statement of material fact or omit to state any material fact known to the Borrower necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading. All written information furnished after the date hereof by or on behalf of a Seller or any Borrower Party of its Subsidiaries or Affiliates to the Administrative Agent and the Lenders Buyer in connection with this Agreement and the other Loan Program Documents and the Transactions will, to the Borrower’s knowledge, transactions contemplated hereby and thereby will be true, complete and accurate in every material respect, or (in the case of projections) based on reasonable estimates, on the date as of which such information is stated or certified. There is no fact presently known to the Borrower or the Borrower’s Manager that could a Responsible Officer of a Seller that, after due inquiry, would reasonably be anticipated likely to have a Material Adverse Effect that has not been disclosed herein, in the other Loan Program Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the Administrative Agent or the Lenders Buyer for use in connection with the Transactionstransactions contemplated hereby or thereby, unless such Seller notifies Buyer in writing of any such fact within [***] of notice to, or knowledge of, a Responsible Officer.

True and Complete Disclosure. The information, reports, financial statements, credit approval memos, exhibits and schedules furnished in writing by or on behalf of each of the Borrower Parties Borrowers to the Administrative Agent or any Lender in connection with the negotiation, preparation or delivery of this Agreement and the other Loan Documents or included herein or therein or delivered pursuant hereto or thereto, when taken as a whole, do not contain any untrue statement of material fact or omit to state any material fact known to the Borrower necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading. All written information furnished after the date hereof by any Borrower Party or on behalf of each of the Borrowers, to the Administrative Agent and the Lenders Lender in connection with this Agreement and the other Loan Documents and the Transactions will, to the Borrower’s knowledge, be transactions contemplated hereby and thereby is true, complete and accurate in every material respect, or (in the case of projections) based on reasonable estimates, on the date as of which such information is stated or certified. There is no fact presently known to any Responsible Officer of any of the Borrower or the Borrower’s Manager Borrowers, after due inquiry, that could be reasonably be anticipated expected to have cause a Material Adverse Effect Change that has not been disclosed herein, in the other Loan Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the Administrative Agent or the Lenders Lender for use in connection with the Transactionstransactions contemplated hereby or thereby.

True and Complete Disclosure. The information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of the Borrower Parties Sellers to the Administrative Agent or any Lender Buyer in connection with the negotiation, preparation or delivery of this Repurchase Agreement and the other Loan Repurchase Documents or included herein or therein or delivered pursuant hereto or thereto, when taken as a whole, do not contain any untrue statement of material fact or omit to state any material fact known to the Borrower necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading. All written information furnished after the date hereof by any Borrower Party or on behalf of the Sellers to the Administrative Agent and the Lenders Buyer in connection with this Repurchase Agreement and the other Loan Repurchase Documents and the Transactions will, to the Borrower’s knowledge, transactions contemplated hereby and thereby will be true, complete and accurate in every material respect, or (in the case of projections) based on reasonable estimates, on the date as of which such information is stated or certified. There is no fact presently known to the Borrower or the Borrower’s Manager a Responsible Officer of any Seller, after due inquiry, that could reasonably be anticipated expected to have a Material Adverse Effect that has not been disclosed herein, in the other Loan Repurchase Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the Administrative Agent or the Lenders Buyer for use in connection with the Transactionstransactions contemplated hereby or thereby.

True and Complete Disclosure. The information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of the Borrower Parties Borrowers to the Administrative Agent or any and the Initial Lender in connection with the negotiation, preparation or delivery of this Agreement and the other Loan Documents or included herein or therein or delivered pursuant hereto or thereto, when taken as a whole, do not contain any untrue statement of material fact or omit to state any material fact known to the Borrower necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading. All written information furnished after the date hereof by any Borrower Party or on behalf of the Borrowers to the Administrative Agent and the Lenders Initial Lender in connection with this Agreement and the other Loan Documents and the Transactions will, to the Borrower’s knowledge, transactions contemplated hereby and thereby will be true, complete and accurate in every all material respectrespects, or (in the case of any projections) based on reasonable estimates, on the date as of which such information is stated or certified. There is no fact presently known to a Responsible Officer of the Borrower or the Borrower’s Manager Borrowers, after due inquiry, that could would reasonably be anticipated expected to have a Material Adverse Effect that has not been disclosed herein, in the other Loan Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the Administrative Agent or and the Lenders Initial Lender for use in connection with the Transactionstransactions contemplated hereby or thereby.

True and Complete Disclosure. The information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of the Borrower Parties Seller to the Administrative Agent Purchaser or any the Lender in connection with the negotiation, preparation or delivery of this Agreement and Agreement, the Loan Agreement, the other Loan Documents or included herein or therein or delivered pursuant hereto or thereto, when taken as a whole, do not contain any untrue statement of material fact or omit to state any material fact known to the Borrower necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading. All written information furnished after the date hereof by any Borrower Party or on behalf of the Seller to the Administrative Agent and Purchaser or the Lenders Lender in connection with this Agreement Agreement, the Loan Agreement, and the other Loan Documents and the Transactions will, to the Borrower’s knowledge, transactions contemplated hereby and thereby will be true, complete and accurate in every material respect, or (in the case of projections) based on reasonable estimates, on the date as of which such information is stated or certified. There is no Material Adverse Change and no fact presently known to the Borrower or the Borrower’s Manager that a Responsible Officer that, after due inquiry, could reasonably be anticipated expected to have a Material Adverse Effect that has not been disclosed herein, the Loan Agreement in the other Loan Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the Administrative Agent or the Lenders Lender for use in connection with the Transactionstransactions contemplated hereby or thereby.

True and Complete Disclosure. The information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of the Borrower Parties Seller to the Administrative Agent or any Lender and/or the Buyers in connection with the negotiation, preparation or delivery of this Agreement and the other Loan Program Documents or included herein or therein or delivered pursuant hereto or thereto, individually or when taken as a whole, do not contain any untrue statement of material fact or omit to state any material fact known to the Borrower necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleadingmisleading in a material respect. All written information furnished after the date hereof by any Borrower Party or on behalf of the Seller to the Administrative Agent and and/or the Lenders Buyers in connection with this Agreement and the other Loan Program Documents and the Transactions will, to the Borrower’s knowledge, transactions contemplated hereby and thereby will be true, complete and accurate in every material respect, or (in the case of projections) based on reasonable estimates, on the date as of which such information is stated or certified. There is no fact presently known to a Responsible Officer of the Borrower or the Borrower’s Manager that Seller that, after due inquiry, could reasonably be anticipated expected to have a Material Adverse Effect that has not been disclosed herein, in the other Loan Program Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the Administrative Agent or the Lenders for use in connection with the Transactionstransactions contemplated hereby or thereby.

True and Complete Disclosure. The information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of the Borrower Parties to the Administrative Agent or any of its Subsidiaries to Lender in connection with the negotiation, preparation or delivery of this Agreement and the other Loan Documents or included herein or therein or delivered pursuant hereto or thereto, when taken as a whole, do not contain any untrue statement of material fact or omit to state any material fact known to the Borrower necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading. All written information furnished after the date hereof by or on behalf of Borrower or any Borrower Party of its Subsidiaries to the Administrative Agent and the Lenders Lender in connection with this Agreement and the other Loan Documents and the Transactions will, to the Borrower’s knowledge, transactions contemplated hereby and thereby will be true, complete and accurate in every material respect, or (in the case of projections) based on reasonable estimates, on the date as of which such information is stated or certified. There is no fact presently known to the Borrower or the Borrower’s Manager that that, after due inquiry, could reasonably be anticipated expected to have a Material Adverse Effect that has not been disclosed herein, in the other Loan Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the Administrative Agent or the Lenders Lender for use in connection with the Transactionstransactions contemplated hereby or thereby.

True and Complete Disclosure. The information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of the Borrower Parties Obligors to the Administrative Agent or any Lender in connection with the negotiation, preparation or delivery of this Agreement and the other Loan Basic Documents or included herein or therein or delivered pursuant hereto or thereto, when taken as a whole, do not contain any untrue statement of material fact or omit to state any material fact known to the Borrower necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading. All written information furnished after the date hereof by the Guarantor or any Borrower Party of its Subsidiaries to the Administrative Agent and the Lenders in connection with this Agreement and the other Loan Basic Documents and the Transactions will, to the Borrower’s knowledge, transactions contemplated hereby and thereby will be true, complete and accurate in every material respect, or (in the case of projections) based on reasonable estimatesestimates deemed in good faith to be reasonable, on the date as of which such information is stated or certified. There is no fact presently known to the Borrower or the Borrower’s Manager either Obligor that could reasonably be anticipated expected to have a Material Adverse Effect that has not been disclosed herein, in the other Loan Basic Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the Administrative Agent or the Lenders for use in connection with the Transactionstransactions contemplated hereby or thereby.

True and Complete Disclosure. The information, reports, ---------------------------- financial statements, exhibits and schedules furnished in writing by or on behalf of the Borrower Parties Borrowers to the Administrative Agent or any Lender in connection with the negotiation, preparation or delivery of this Loan Agreement and the other Loan Documents or included herein or therein or delivered pursuant hereto or thereto, when taken as a whole, do not contain any untrue statement of material fact or omit to state any material fact known to the Borrower necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading. All written information furnished after the date hereof by any Borrower Party or on behalf of the Borrowers to the Administrative Agent and the Lenders Lender in connection with this Loan Agreement and the other Loan Documents and the Transactions will, to the Borrower’s knowledge, transactions contemplated hereby and thereby will be true, complete and accurate in every material respect, or (in the case of projections) based on reasonable estimates, on the date as of which such information is stated or certified. There is no fact presently known to a Responsible Officer of any of the Borrower or the Borrower’s Manager Borrowers, after due inquiry, that could reasonably be anticipated expected to have a Material Adverse Effect that has not been disclosed herein, in the other Loan Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the Administrative Agent or the Lenders Lender for use in connection with the Transactionstransactions contemplated hereby or thereby.

True and Complete Disclosure. The information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of the Borrower Parties to the Administrative Agent Guarantor or any Lender of its Subsidiaries to Buyer in connection with the negotiation, preparation or delivery of this Agreement Guaranty and the other Loan Program Documents or included herein or therein or delivered pursuant hereto or thereto, when taken as a whole, do not contain any untrue statement of material fact or omit to state any material fact known to the Borrower necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading. All written information furnished after the date hereof by or on behalf of the Guarantor or any Borrower Party of its Subsidiaries to the Administrative Agent and the Lenders Buyer in connection with this Agreement Guaranty and the other Loan Program Documents and the Transactions will, to the Borrower’s knowledge, transactions contemplated thereby will be true, complete and accurate in every material respect, or (in the case of projections) based on reasonable estimates, on the date as of which such information is stated or certified. There is no fact presently known to the Borrower or the Borrower’s Manager that a Responsible Officer that, after due inquiry, could reasonably be anticipated expected to have a Material Adverse Effect or cause a Material Adverse Change, that has not been disclosed herein, in the other Loan Program Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the Administrative Agent or the Lenders Buyer for use in connection with the Transactionstransactions contemplated hereby or thereby.

True and Complete Disclosure. The information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of the Borrower Parties Obligors to the Administrative Agent or any Lender in connection with the negotiation, preparation or delivery of this Agreement and the other Loan Basic Documents or included herein or therein or delivered pursuant hereto or thereto, when taken as a whole is true and accurate in all material respects and do not contain any untrue statement of material fact or omit to state any a material fact known to the Borrower necessary to that would make the statements herein or thereinsuch information, reports, financial statements, exhibits and schedules, in light of the circumstances under context in which they were made, not misleading. All written information furnished after the date hereof by any Borrower Party the Company to the Administrative Agent and the Lenders in connection with this Agreement and the other Loan Basic Documents and the Transactions will, to the Borrower’s knowledge, transactions contemplated hereby and thereby will be true, complete and accurate in every all material respectrespects, or (in the case of projections) based on reasonable estimates, on the date as of which such information is stated or certified. There is are no fact presently known to matters (other than matters of general economic, political or social nature which do not affect the Borrower or Company uniquely) of which the Borrower’s Manager Company has actual knowledge that could reasonably be anticipated expected to have result in a Material Adverse Effect that has not been disclosed herein, in the other Loan Basic Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the Administrative Agent or the Lenders for use in connection with the Transactionstransactions contemplated hereby or thereby.

True and Complete Disclosure. The information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of the Borrower Parties Obligors to the Administrative Agent or any Lender in connection with the negotiation, preparation or delivery of this Agreement and the other Loan Credit Documents or included herein or therein or delivered pursuant hereto or thereto, when taken as a whole do not contain any untrue statement of material fact or omit to state any material fact known to the Borrower necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading. All written information furnished after the date hereof by any Borrower Party the Parent and its Subsidiaries to the Administrative Agent and the Lenders in connection with this Agreement and the other Loan Credit Documents and the Transactions will, to the Borrower’s knowledge, transactions contemplated hereby and thereby will be true, complete and accurate in every material respect, or (in the case of projections) based on reasonable estimates, on CREDIT AGREEMENT the date as of which such information is stated or certified. There is no fact presently known to the Borrower or the Borrower’s Manager any Obligor that could reasonably be anticipated expected (either individually or in the aggregate) to have a Material Adverse Effect that has not been disclosed herein, in the other Loan Credit Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the Administrative Agent or the Lenders for use in connection with the Transactionstransactions contemplated hereby or thereby.

True and Complete Disclosure. The information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of the Borrower Parties to the Administrative Agent each Nationstar Party or any Lender of its Subsidiaries to Buyer in connection with the negotiation, preparation or delivery of this Agreement and the other Loan Documents Principal Agreements or included herein or therein or delivered pursuant hereto or thereto, when taken as a whole, do not contain any untrue statement of material fact or omit to state any material fact known to the Borrower necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading. All written information furnished after the date hereof by or on behalf of each Nationstar Party or any Borrower Party of its Subsidiaries to the Administrative Agent and the Lenders Buyer in connection with this Agreement and the other Loan Documents Principal Agreements and the Transactions will, to the Borrower’s knowledge, transactions contemplated hereby and thereby will be true, complete and accurate in every material respect, or (in the case of projections) based on reasonable estimates, on the date as of which such information is stated or certified. There is no fact presently known to the Borrower or the Borrower’s Manager that any Nationstar Party that, after due inquiry, could reasonably be anticipated expected to have a Material Adverse Effect that has not been disclosed herein, in the other Loan Documents Principal Agreements or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the Administrative Agent or the Lenders Buyer for use in connection with the Transactionstransactions contemplated hereby or thereby.

True and Complete Disclosure. The information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of the Borrower Parties Obligors to the Administrative Agent or any Lender in connection with the negotiation, preparation or delivery of this Agreement and the other Loan Documents or included herein or therein or delivered pursuant hereto or thereto, when taken as a whole do not contain any untrue statement of material fact or omit to state any material fact known to the Borrower necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading. All written information furnished after the date hereof by any Borrower Party the Parent Guarantor and its Subsidiaries to the Administrative Agent and the Lenders in connection with this Agreement and the other Loan Documents and the Transactions will, to the Borrower’s knowledge, transactions contemplated hereby and thereby will be true, complete and accurate in every material respect, or (in the case of projections) based on reasonable estimates, on the date as of which such information is stated or certified. There is no fact presently known to the Borrower Company or the Borrower’s Manager Parent Guarantor that could reasonably be anticipated to have a Material Adverse Effect that has not been disclosed herein, in the other Loan Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the Administrative Agent or the Lenders for use in connection with the Transactions.transactions contemplated hereby or thereby. Credit Agreement 81 - 76 -

True and Complete Disclosure. The information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of the Borrower Parties each Seller to the Administrative Agent or any Lender the Buyers in connection with the negotiation, preparation or delivery of this Repurchase Agreement and the other Loan Repurchase Documents or included herein or therein or delivered pursuant hereto or thereto, when taken as a whole, do not contain any untrue statement of material fact or omit to state any material fact known to the Borrower necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading. All written information furnished after the date hereof by any Borrower Party or on behalf of each Seller to the Administrative Agent and or the Lenders Buyers in connection with this Repurchase Agreement and the other Loan Repurchase Documents and the Transactions will, to the Borrower’s knowledge, transactions contemplated hereby and thereby will be true, complete and accurate in every material respect, or (in the case of projections) based on reasonable estimates, on the date as of which such information is stated or certified. There is no fact presently known to the Borrower or the Borrower’s Manager a Responsible Officer of any Seller, after due inquiry, that could reasonably be anticipated expected to have a Material Adverse Effect that has not been disclosed herein, in the other Loan Repurchase Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing writing, furnished to the Administrative Agent or the Lenders for use in connection with the Transactionstransactions contemplated hereby or thereby.

True and Complete Disclosure. The information, reports, financial statements, exhibits and schedules (excluding projections, which have been proposed in good faith) furnished in writing by or on behalf of the Borrower Parties (or ERE Yarmouth, Inc.) to the Administrative Agent or any Lender in connection with the negotiation, preparation or delivery of this Loan Agreement and the other Loan Documents or included herein or therein or delivered pursuant hereto or thereto, do not contain any untrue statement of material fact or omit to state any material fact known to the Borrower necessary to make the statements herein or therein, in light of the circumstances under which they were made, therein not misleading. All written information furnished after the date hereof by any the Borrower Party (or ERE Yarmouth, Inc.) to the Administrative Agent and the Lenders Lender in connection with this Loan Agreement and the other Loan Documents and the Transactions will, to the Borrower’s knowledge, transactions contemplated hereby and thereby will be true, complete correct and accurate in every material respect, or (in the case of projections) based on reasonable estimates, on the date as of which such information is stated or certified. There is no fact presently known to a Responsible Officer of the Borrower or the Borrower’s Manager that could that, after due inquiry, should reasonably be anticipated expected to have a Material Adverse Effect that has not been disclosed herein, in the other Loan Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the Administrative Agent or the Lenders Lender for use in connection with the Transactionstransactions contemplated hereby or thereby.

True and Complete Disclosure. The information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of the Borrower Parties Guarantor to the Administrative Agent or any Lender Beneficiary in connection with the negotiation, preparation or delivery of this Agreement Guaranty and the other Loan Repurchase Documents or included herein or therein or delivered pursuant hereto or thereto, when taken as a whole, do not contain any untrue statement of material fact or omit to state any material fact known to the Borrower necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading. All written information furnished after the date hereof by or on behalf of the Guarantor to any Borrower Party to the Administrative Agent and the Lenders Beneficiary in connection with this Agreement Guaranty and the other Loan Repurchase Documents and the Transactions will, to the Borrower’s knowledge, transactions contemplated hereby and thereby will be true, complete and accurate in every material respect, or (in the case of projections) based on reasonable estimates, on the date as of which such information is stated or certified. There is no fact presently known to a Responsible Officer of the Borrower or the Borrower’s Manager Guarantor, after due inquiry, that could reasonably be anticipated expected to have a Material Adverse Effect that has not been disclosed herein, in the other Loan Repurchase Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the Administrative Agent or the Lenders any Buyer for use in connection with the Transactionstransactions contemplated hereby or thereby.

True and Complete Disclosure. The information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of the Borrower Parties Obligors to the Administrative Agent or any Lender in connection with the negotiation, preparation or delivery of this Agreement and the other Loan Credit Documents or included herein or therein or delivered pursuant hereto or thereto, when taken as a whole do not contain any untrue statement of material fact or omit to state any material fact known to the Borrower necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading. All written information furnished after the date hereof by any Borrower Party the Parent and its Subsidiaries to the Administrative Agent and the Lenders in connection with this Agreement and the other Loan Credit Documents and the Transactions will, to the Borrower’s knowledge, transactions contemplated hereby and thereby will be true, complete and accurate in every material respect, or (in the case of projections) based on reasonable estimates, on the date as of which such information is stated or certified. There is no fact presently known to the Borrower or the Borrower’s Manager any Obligor that could reasonably be anticipated expected (either individually or in the aggregate) to have a Material Adverse Effect that has not been disclosed herein, in the other Loan Credit Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the Administrative Agent or the Lenders for use in connection with the Transactionstransactions contemplated hereby or thereby.

True and Complete Disclosure. The information, reports, financial statements, exhibits and schedules (including the Information Memorandum) furnished in writing by or on behalf of the Borrower Parties Borrowers to the Administrative Agent or any Lender in connection with the negotiation, preparation or delivery of this Agreement and the other Loan Documents or included herein or therein or delivered pursuant hereto or thereto, when taken as a whole do not contain any untrue statement of material fact or omit to state any material fact known to the Borrower necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading. All written information furnished after the date hereof by any Borrower Party the Borrowers and their Subsidiaries to the Administrative Agent and the Lenders in connection with this Agreement and the other Loan Documents and the Transactions will, to the Borrower’s knowledge, transactions contemplated hereby and thereby will be true, complete and accurate in every material respect, or (in the case of projections) based on reasonable estimates, on the date as of which such information is stated or certified. There is no fact presently known to the Borrower or the Borrower’s Manager Borrowers that could reasonably be anticipated expected to have a Material Adverse Effect (other than facts affecting the cable television industry in general) that has not been disclosed herein, in the Existing Credit Agreement and the other Loan Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the Administrative Agent or the Lenders for use in connection with the Transactionstransactions contemplated hereby or thereby.